Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (i) The Member shall hold harmless and indemnify each of the Parent Indemnitees from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group Company, or for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during 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, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise 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, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.08.

Liability for Taxes. (ia) The Member Seller shall be liable for and pay, and shall indemnify, defend and hold harmless and indemnify each of the Parent Indemnitees Buyer from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group the Company, or for which the Company may otherwise be liable (i) for any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends on or before the Pre-Closing Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, ; (Bii) Taxes imposed on resulting from a Group Company, or for which a Group Company is otherwise liable, for any taxable year or period that ends on or before breach of the Closing Date and, with respect representations and warranties set forth in Section 3.11 (determined without regard to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Codeiii) of any member of any Affiliated Group Company, to of which the extent such amounts are attributable to Subpart F income Company (within the meaning of Section 952(a) or any predecessor of the CodeCompany) of such Group Company arising in (is or that, but for the limitation under 952(c) of the Code, would have arisen in) was a taxable year of the Group Company ending member on or prior to the Closing Date orby reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, with respect to state or local law; or (iv) of any Straddle Period, other Person for which the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising Company is or has been liable as a result of the transactions contemplated transferee or successor, by this Agreementcontract or otherwise; provided, however, that the Member 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 extent such Tax liability 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 taken into account in computing the Net Working Capital Amount, as finally determined responsible pursuant to this Section 1.087.1(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).

Liability for Taxes. (ia) The Member SU shall be responsible for, and, from and after the Closing shall indemnify and hold the SDTS Indemnitees harmless and indemnify each of the Parent Indemnitees from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly all Losses suffered or incurred at by any time by SDTS Indemnitee to the extent arising or resulting from any of the Parent Indemnitees following: (i) Taxes of or relating to GS LLC, the Subject NTX Operations or the NTX Assets which any of the Parent Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate are attributable to any third party claim) Pre-Closing Tax Period and that arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group Company, or for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such any Straddle Period ending on and including the Closing Date, ; (Bii) Taxes imposed on a Group Company, relating to the Subject STX Operations or for the STX Assets which a Group Company is otherwise liable, for any taxable year or period that ends on or before the Closing Date and, with respect are attributable to any Straddle Period, Post-Closing Tax Period and the portion of such any Straddle Period ending beginning on and including the day immediately after the Closing Date, ; (Ciii) those Transfer Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder borne by SU pursuant to Section 9.03; or (within the meaning of Section 951(biv) of the Code(without duplication) of any Group Company, to the extent such amounts are Taxes attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (a Pre-Closing Tax Period or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such a Straddle Period ending on and including the Closing Date and resulting from a breach by SU of any SU Tax Representation or any of their covenants contained in this Article IX. Notwithstanding anything in this Section 9.01 or otherwise in this Agreement to the contrary, SU shall have no liability to SDTS for (Dw) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax Taxes were included as a liability is taken into account in computing calculating the Net NTX Working Capital AmountPackage, as finally determined pursuant to Section 1.081.09, (x) any Taxes to extent such Taxes were taken into account in determining the payments made from one party to the other in respect of Taxes pursuant to Section 9.01(d), (y) Taxes arising from actions taken by or at the direction of SDTS on the Closing Date after the Closing outside the ordinary course of business and (z) Taxes resulting from a breach by SDTS of the covenants in Section 9.02(d).

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless from, (i) The Member shall hold harmless and indemnify each subject to Section 12.2, any Taxes caused by or resulting from the sale of the Parent Indemnitees Stock (including all Taxes arising from and againstthe Section 338(h)(10) Elections), and shall compensate and reimburse each of the Parent Indemnitees for, (ii) any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group Company, or with respect to the taxable items of the Acquired Entities) for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends (the “Pre-Closing Period”) ending on or before the Closing Date and(or the portion, with respect determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise liable, for any taxable year or period that ends occurring on or before the Closing Date and, with respect to any (the “Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C”)) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, except to the extent that such amounts Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to Subpart F income the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (within iv) any attorneys’ fees or other costs incurred by Buyer or the meaning Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.088.2.

Liability for Taxes. (a) Except to the extent such Taxes are taken into account as a liability in the determination of the Closing Date Net Working Capital Amount, Seller shall be liable for, and shall indemnify and hold Parent, Purchaser and the Subsidiary harmless from, (i) The Member shall hold harmless and indemnify each any Taxes caused by or resulting from the sale of the Parent Indemnitees Subsidiary Common Stock (including, without limitation, all Taxes arising from and againstthe Section 338(h)(10) Elections), and shall compensate and reimburse each of the Parent Indemnitees for, (ii) any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on or incurred by the Subsidiary arising out of the inclusion of the Subsidiary in the Seller Group, any predecessor group or any combined, consolidated, unitary or similar group (a "Group") prior to the Closing Date, or with respect to the Taxes of any other person as successor or transferee, by contract or otherwise, (iii) any Taxes imposed on or incurred by the Subsidiary (or any Group Company, or with respect to the taxable items of the Subsidiary) for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends ending on or before the Closing Date and(or the portion, with respect determined as described in paragraph (c) of this Section 8.2, of any such Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise liable, for any taxable year or period that ends occurring on or before the Closing Date and, with respect to any Straddle (the "Pre-Closing Period, ")) except for Taxes arising from transactions by the portion Subsidiary outside the ordinary course of such Straddle Period ending business on and including the Closing Date, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date orafter the Closing, with respect to (iv) any Straddle Periodsales, the portion of such Straddle Period ending on and including the Closing Date and (D) use, value added, transfer, real property transfer or gain, gross receipts, excise, stamp, documentary or similar Taxes imposed on any cancellation of indebtedness income arising as a result of from the transactions contemplated by in this Agreement; provided, however, that (v) any Taxes arising out of a breach of the Member shall not be liable for representations contained in Section 4.8 hereof and (vi) any Tax liability to attorneys' fees or other costs incurred by Purchaser or the extent such Tax liability is taken into account Subsidiary in computing the Net Working Capital Amount, as finally determined pursuant to connection with any payment from Seller under this paragraph (a) of Section 1.088.2.

Liability for Taxes. (ia) The Member Oncor shall be responsible for, and shall indemnify and hold SDTS harmless and indemnify each of the Parent Indemnitees from and against, and shall compensate and reimburse each of (i) Taxes relating to Oncor AssetCo, the Parent Indemnitees for, any Damages that Subject Oncor Operations or the Oncor T Assets which are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate attributable to any third party claim) Pre-Closing Tax Period and that arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group Company, or for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such any Straddle Period ending on and including the Closing Date, (Bii) Taxes imposed on a Group Companyresulting from the Oncor Pre-Closing Contribution, (iii) Taxes relating to SDTS AssetCo, the Subject SDTS Operations or for the SDTS Assets which a Group Company is otherwise liable, for any taxable year or period that ends on or before the Closing Date and, with respect are attributable to any Straddle Period, Post-Closing Tax Period and the portion of such any Straddle Period ending beginning on and including the day immediately after the Closing Date, (Civ) those Transfer Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder borne by Oncor pursuant to Section 11.03(b) and (within the meaning of Section 951(bc) of the Codeand (v) of (without duplication) any Group Company, to the extent such amounts are Taxes attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (a Pre-Closing Tax Period or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such a Straddle Period ending on and including the Closing Date and resulting from a breach by the Oncor Entities of any Oncor Tax Representation or any of their covenants contained in this Article XI. Notwithstanding anything in this Section 11.01 or otherwise in this Agreement to the contrary, Oncor shall have no liability to SDTS for (Dx) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax Taxes were included as a liability is taken into account in computing calculating the Net Oncor Working Capital AmountPackage, as finally determined pursuant to (y) Taxes arising from actions taken by or at the direction of SDTS on the Closing Date after the Closing outside the ordinary course of business and (z) Taxes resulting from a breach by SDTS of the covenants in Section 1.0811.02(e).

Liability for Taxes. (ia) The Member Parent shall be liable for and pay, or shall cause the applicable Seller to pay, and shall indemnify, defend, and hold harmless and indemnify each of the Parent Indemnitees Acquiror Indemnified Parties (as defined in Section 10.02(a)) from and against, all Taxes and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered Losses imposed on or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group CompanyAcquiror Indemnified Party, or for which any Group Company is Acquiror Indemnified Party may otherwise be liable, as a result of having been a member of a relating to (i) any Taxes imposed upon any Company Group during or any taxable year or period that ends on or before the Transferred Subsidiary with respect to any Pre-Closing Date Taxable Period and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (Bii) any Taxes imposed on a Group Company, upon any Company or for which a Group Company is otherwise liable, for any taxable year Transferred Subsidiary or period that ends on or before the Closing Date and, any Successor Entity with respect to any Straddle Period, the portion of such Straddle Post-Closing Taxable Period ending on and including the Closing Date, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including after the Closing Date, that would not be payable by, or imposed upon, such Company or such Transferred Subsidiary or such Successor Entity if any amount of net operating losses or credits generated during the Parent or its Affiliates’ period of ownership of the applicable Company or Transferred Subsidiary as of the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising had not been decreased as a result of any Tax audits or proceedings by any Tax Authority, except to the transactions extent any such decrease in net operating losses or credits (A) is expected to give rise to a Tax benefit to any Company or any Transferred Subsidiary or any Successor Entity in a Post-Closing Taxable Period or, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, (B) is caused by an action taken by or transaction entered into by the Acquiror or its Affiliates other than those contemplated by the Transaction Agreements (excluding, for the avoidance of doubt, any reorganization or other transfer of the interests or assets of the Companies or the Transferred Subsidiaries by the Acquiror or any of its Affiliates following the Closing) or (C) is a result of the carryback of any item from a Post-Closing Taxable Period or with respect to the portion of any Straddle Period relating to after the Closing Date, (iii) any breach or inaccuracy in any representation contained in Section 3.20 or (iv) any breach or failure by the Parent to perform (or cause to be performed) any of the covenants or agreements set forth in this AgreementArticle VII; provided, however, that the Member Parent shall not be liable for or pay, and shall not indemnify the Acquiror Indemnified Parties from and against (A) any Tax liability to Taxes shown as an accrued tax payable on the extent such Tax liability is taken into account in computing the Net Working Final Actual Closing Solvency Capital AmountWorksheet, and (B) any Taxes imposed on any Company or Transferred Subsidiary, or for which any Company or Transferred Subsidiary may otherwise be liable, as finally determined pursuant a result of transactions occurring or deemed to Section 1.08occur on the Closing Date but after the Closing (other than those contemplated by the Transaction Agreements (excluding, for the avoidance of doubt, any reorganization or other transfer of the interests or assets of the Companies or the Transferred Subsidiaries by the Acquiror or any of its Affiliates following the Closing) or occurring in the Ordinary Course of Business) (Taxes described in clauses (A) and (B) above, hereinafter “Excluded Taxes”).

Liability for Taxes. (a) Without duplication from and after the Closing Date, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Parties, the Xxxx Express Entities, SLNG, the SNG Entities and their respective subsidiaries harmless from the Contributing Parties’ Ownership Percentage of any 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) The Member shall hold harmless and indemnify each of the Parent Indemnitees from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered imposed on or incurred at by the Xxxx Express Entities, SLNG or the SNG Entities or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any time by any of analogous state, local or foreign law or regulation which is attributable to the Parent Indemnitees Xxxx Express Entities, SLNG or to which any of the Parent Indemnitees may otherwise directly SNG Entities or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group Company, or for which any Group Company is otherwise liable, as a result of the Contributing Parties having been a member of a Company Group during any taxable year consolidated, combined or unitary group for the period that ends on or before the Closing Date and, with respect prior to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (Bii) Taxes any Tax Losses (other than Tax Losses described in clause (i) above) imposed on a Group Company, or for which a Group Company is otherwise liable, for any taxable year incurred by or period that ends on or before the Closing Date and, with respect to any Straddle Periodthe Xxxx Express Entities, SLNG or the portion of such Straddle Period ending on and including the Closing Date, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (SNG Entities or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, their assets with respect to any Straddle Period, the portion of such Straddle Period ending on period prior to and including the Closing Date or (iii) attributable to a breach by the Contributing Parties of any representation, warranty or covenant with respect to Taxes in this Agreement, provided that the Contributing Parties shall be liable for, and (D) Taxes shall indemnify and hold the Partnership Parties, the Xxxx Express Entities, SLNG, the SNG Entities and their respective subsidiaries harmless from the Contributing Parties’ Ownership Percentage of any Tax Losses which are imposed on any cancellation of indebtedness income arising as a result of or incurred by the transactions contemplated by this Agreement; providedXxxx Express Entities, however, that SLNG or the Member shall not be liable for any Tax liability to SNG Entities after the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.08Closing Date.

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Parent shall be liable for, and shall indemnify and hold the Buying Parties (subject to Section 8.1(g)) and the Acquired Entities harmless from, (i) The Member shall hold harmless and indemnify each subject to Section 13.2, any Taxes incurred by Parent or a member of the Parent Indemnitees Affiliated Group caused by or resulting from the Transactions and againstthe Second Merger, and shall compensate and reimburse each of the Parent Indemnitees for(ii) subject to Section 13.2, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Income Taxes imposed on or incurred by the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group Company, or with respect to the taxable items of the Acquired Entities) for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends (the “Pre-Closing Period”) ending on or before the Closing Date and(or the portion, with respect determined as described in paragraph (c) of this Section 8.1, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise liable, for any taxable year or period that ends occurring on or before the Closing Date and, with respect to any (the “Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C”)) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, except to the extent that such amounts Taxes (x) arise from or are attributable to Subpart F income increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing or (within y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity and (iv) any attorneys’ fees or other costs incurred by the meaning Buying Parties or the Acquired Entities in connection with obtaining any payment from Parent due under this paragraph (a) of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.088.1.

Liability for Taxes. (i) The Member Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against any and indemnify each of the Parent Indemnitees from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by all Taxes (A) imposed on any of the Parent Indemnitees Companies pursuant to Treas. Reg. § 1.1502-6 or to which any similar provision of the Parent Indemnitees may otherwise directly state or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or local law solely as a result of or are directly or indirectly connected with the Companies having been members of the Seller’s Affiliated Group, (AB) Taxes imposed on any Group Companyof the Companies, or for which any Group Company is of the Companies may otherwise be liable, as a result of having been a member of a Company Group during for any taxable year or period that ends on or before the Closing Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise 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 Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated Companies ceasing to be members of Seller’s Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by this Agreementreason of the transfer of assets pursuant to Section 6.10 (the “Section 6.10 Taxes”); provided, however, that the Member Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Tax liability Buyer Group Member from and against, (I) Taxes to the extent such Tax shown as a liability is taken into account in computing on the Net Cut-Off Date Working Capital AmountStatement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as finally determined a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter “Excluded Taxes”). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 1.087.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement.

Liability for Taxes. (i) The Member Sellers shall be liable for and pay, and pursuant to Article XI (and subject to the limitations thereof), each Seller (severally and pro rata in accordance with their Percentage Interests) agrees to indemnify and hold harmless and indemnify each of the Parent Indemnitees Buyer Group Member from and against, any Losses and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly Expenses incurred by such Buyer Group Member in connection with or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly arising from or as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group Company, or for which any Group Company is otherwise liable, as a result either of having been a member of a Company Group during 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, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise liable, Acquired Companies for any taxable year or period that ends on or before the Pre-Closing Date and, with respect to any Straddle Tax Period, the portion of such Straddle Period ending on and including the Closing Date, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member Sellers shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (A) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and included in Closing Date Working Capital, (B) any Taxes imposed on either of the Acquired Companies or for which either of the Acquired Companies may otherwise be liable as a result of transactions engaged in by the Buyer or any Affiliate of the Buyer (including, after the Closing Date, the Acquired Companies) occurring on the Closing Date outside the ordinary course of business that are properly allocable to the portion of the Closing Date after the Closing, (C) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or non-U.S. law as a result of the purchase of the Shares or the deemed purchase of shares of the Company Subsidiary or that result from Buyer, any Affiliate of Buyer, or either of 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 Company or the Company Subsidiary for Tax liability purposes, (D) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of (i) either of the Acquired Companies by Buyer or (ii) assets of the Acquired Companies, including pursuant to the Post-Closing Sale, and (E) subject to the provisions immediately below, Identified Taxes (Taxes described in this proviso, hereinafter “Excluded Taxes”). With respect to Identified Taxes only, Sellers shall be liable for and shall indemnify and hold harmless each Buyer Group Member under this Section 8.1(a)(i) to the extent that the amount of such Identified Taxes (for the avoidance of doubt, excluding any related Losses and Expenses) exceeds One Million Dollars ($1,000,000.00) (the “Identified Tax Deductible”). Sellers shall be liable for and shall indemnify and hold harmless each Buyer Group Member under this Section 8.1(a)(i) for any and all Identified Taxes exceeding the Identified Tax Deductible, but not related Losses and Expenses (and, for the avoidance of doubt, such Identified Taxes shall not constitute Excluded Taxes). Other than any such Tax liability is taken into account refund (i) shown as an asset on the Closing Date Balance Sheet and included in computing the Net Closing Date Working Capital Amount(ii) attributable to Excluded Taxes, as finally determined or (iii) attributable to Identified Taxes that are not indemnified by the Sellers up to the Identified Tax Deductible, Sellers shall be entitled to any refund of (or credit for) Taxes allocable to any Pre-Closing Tax Period, in either case net of any reasonable out-of-pocket costs incurred by Buyer in collecting such Tax refunds. Upon the reasonable request of the Stockholder Representative, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which Sellers are entitled pursuant to Section 1.08the preceding sentence.

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a Liability on the Closing Date Balance Sheet, EECI shall be liable for, and shall indemnify and hold MLP, the Company and their Affiliates harmless from, (i) The Member shall hold harmless any Taxes caused by or resulting from the Restructuring Actions, the Conversion Step and indemnify each of the Parent Indemnitees from and againstContribution Step, and shall compensate and reimburse each of the Parent Indemnitees forany other actions taken in anticipation or pursuance thereof, (ii) any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on or incurred by any member of the Company Group arising out of the inclusion of any member of the Company Group in any Group Companyby reason of Treasury Regulation ss.1.1502-6 or any analogous state, local or for which foreign law or regulation; (iii) any Taxes imposed on or incurred by any member of the Company Group (or any Group Company is otherwise liable, as a result with respect to the taxable items of having been a any member of a the Company Group during Group) for any taxable year period ending before or including the Closing Date (or the portion, determined as described in paragraph (c) of this Section 10.2, of any such Taxes for any taxable period that ends beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date and(the "PRE-CLOSING PERIOD")) except for Taxes arising from transactions by any member of the Company Group outside the ordinary course of business after the Closing, (iv) any Taxes resulting from the income, business, property or operations of the Excluded Assets, (v) any Taxes imposed on EECI or a Group that includes EECI with respect to the assets and operations of any Straddle member of the Company Group for any period or portion of a period during the Midcoast Ownership Period, the portion (vi) any Taxes arising from any breach by EECI of such Straddle Period ending on its representations and including the Closing Datewarranties contained in Section 4.1(q) or its covenants in Section 10.1, and (Bvii) Taxes imposed on a Group Companyany reasonable attorneys' fees or other reasonable costs incurred by MLP, or for which a Group Company is otherwise 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, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) member of the Code) of Company Group or any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Affiliate thereof in connection with any payment from EECI under this Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.0810.2(a).

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability on the Closing Date Balance Sheet or described in Section 8.2(b)(ii), Seller shall be liable for, and shall indemnify and hold Buyer, APL, the APL Subsidiaries and their Affiliates harmless from, (i) The Member shall hold harmless and indemnify each any Taxes caused by or resulting from the sale of the Parent Indemnitees Shares (including all Taxes arising from and againstthe sale or distribution of any Excluded Assets), and shall compensate and reimburse each of the Parent Indemnitees for, (ii) any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on or incurred by APL or any APL Subsidiary arising out of the inclusion of APL or any APL Subsidiary in the BP America Group, any predecessor group or any combined, consolidated, unitary or similar group (a "Group") prior to the Closing Date, (iii) any Taxes imposed on or incurred by APL or any APL Subsidiary (or any Group Company, with respect to the taxable items of APL or any APL Subsidiary) for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends ending on or before the Closing Date and(or the portion, with respect determined as described in paragraph (c) of this Section 8.2, of any such Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise liable, for any taxable year or period that ends occurring on or before the Closing Date and(the "Pre-Closing Period")) except for Taxes arising from transactions by APL or an APL Subsidiary outside the ordinary course of business after the Closing, (iv) any Taxes resulting from the income, business, property or operations of the Excluded Assets, (v) any Taxes imposed on or incurred by APL or an APL Subsidiary with respect to the taxable items of Seaway allocable to the Pre-Closing Period except for Taxes arising from transactions by APL, an APL Subsidiary or Seaway outside the ordinary course of business after the Closing, and (vi) any Straddle Periodattorneys' fees or other costs incurred by Buyer, APL, the portion of such Straddle Period ending on and including APL Subsidiaries, or any Affiliate thereof in connection with any payment from Seller under this Section 8.2(a); provided that no indemnity shall be provided for Taxes arising from the Closing Date, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within APL Conversion or the meaning of Section 951(b) of ASI Conversion or from the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.08Seaway Restructuring.

Liability for Taxes. (ia) The Member Parent shall hold harmless be responsible for, pay or cause to be paid, indemnify the Buyers and indemnify each of their subsidiaries and Affiliates (including the Parent Indemnitees QNX Entities after the Closing Date) (each a “Buyer Tax Indemnitee”), and hold each Buyer Tax Indemnitee harmless from and against, any and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise directly or indirectly become subject at any time all Taxes (regardless of whether or not such Damages relate to any third party claimi) and that arise directly or indirectly from or as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group Companyof, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) imposed upon QSSI for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends on or before or includes the Closing Date and, with 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 to of any Straddle Pre-Closing Period, the portion of such Straddle Period ending on and including the Closing Date, (Biv) Taxes imposed on a Group Company, or for which a Group Company is otherwise liable, for any taxable year or period that ends on or before the Closing Date and, with respect assessed against Buyer 1 pursuant to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(bsubsection 116(5) of the CodeTax Act (together with any interest and penalties related thereto), in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Agreement, or (v) attributable to any breach by Parent or any of its Affiliates of any Group Companycovenant contained in this Agreement, in each case to the extent any such amounts Taxes are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (due or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect payable to any Straddle PeriodTax Authority by the Buyer Tax Indemnitees under Applicable Law (collectively, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement“Parent Taxes”); provided, however, that notwithstanding the Member foregoing, Parent shall not be liable for responsible for, and Parent Taxes shall not include, any Tax liability Taxes to the extent that such Tax liability is taken into account in computing Taxes are specifically included as a Current Liability on the Net Closing Date Balance Sheet or the Closing Date Working Capital AmountStatement (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 (z) any Pre-Acquisition Reorganization (collectively, as finally determined 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 Return that Parent is responsible for filing pursuant to Section 1.086.3(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 any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, which shall be dealt with in Section 6.3(b)) shall be made within thirty (30) days of written notice from the Buyers, which notice shall not be delivered to Parent prior to a final determination with respect to the issue to which such indemnity relates.

Liability for Taxes. (a) From and after the Closing, Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses resulting from (i) The Member shall hold harmless and indemnify each of the Parent Indemnitees from and againstExcluded Taxes, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with (Aii) Taxes imposed on any Group Company, or the Acquired Companies for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during 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 and(including Taxes arising with respect to the Reorganization), (iii) Taxes imposed on any member of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to 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, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise 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, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, any Tax liability (A) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent such Tax liability is taken into account as a liability for Taxes in computing clause (f) of the Net Working Capital Amount, Final Closing Indebtedness or (C) any Taxes imposed on the Acquired Companies as finally determined pursuant to Section 1.08a result of transactions outside the ordinary course of business occurring after the Closing on the Closing Date.

Liability for Taxes. (i) The Member From and after the First Closing, the Seller Group Members shall hold harmless harmless, indemnify and indemnify defend each of the Parent Buyer Indemnitees from and against, and shall compensate and reimburse each of the Parent Buyer Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Buyer Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with of: (A) 100% of Taxes imposed on any Group Company, or for which any Group Company is may otherwise be liable, as a result of having been a member of a Company Group, (B) with respect to each Closing Date, the Applicable Portion of Taxes imposed on a Group during Company, or for which a Group Company may otherwise be liable, for any taxable year or period that ends on or before the such Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise 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, (C) with respect to each Closing Date, the Applicable Portion of Taxes imposed on a Parent Buyer Group Member as a result of such Parent Buyer Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the any Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the such Closing Date and Date, (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Seller Group Member shall not be liable for any taxable year or period, (E) 100% of Taxes attributable to the License Payment Amount and (F) the cost and expense (including third party costs and expenses) of preparing Tax liability Returns for which Buyer is responsible under Section 11.01(b) to the extent such Tax liability is taken into account in computing Returns relate to tax years or periods ending on or prior to the Net Working Capital Amount, as finally determined pursuant to Second Closing Date or for which the Seller Group Members were responsible under Section 1.0811.01(b).

Liability for Taxes. (i) The Member If the Closing occurs, Parent and Vectron shall hold harmless be jointly and indemnify each of the Parent Indemnitees from severally liable for and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 arise directly or indirectly from or as a result of or are directly or indirectly connected with pay (A) Taxes imposed on any Group Company, or for which any Group the Acquired Company is otherwise liable, as a result of having been a member of a Company Group during 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, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise 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, Date and (CB) Taxes imposed on a Parent Group Member as a result the Acquired Company pursuant to Treasury Regulation Section 1.1502-6 or similar provision of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Companystate, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (local or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising foreign Law solely as a result of the transactions contemplated by this AgreementAcquired Company having been a member of a Consolidated Tax Group; provided, however, that the Member Parent and Vectron shall not be liable for or pay, and shall not indemnify Buyer from and against, (x) any Taxes to the extent of the amount taken into account in the determination of Closing Date Working Capital, (y) any Taxes that result from any actual or the deemed election of Buyer or any Affiliate of Buyer, or from Buyer or any Affiliate of Buyer engaging in any activity or transaction, in either case that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Acquired Company for Tax liability purposes and (z) any Taxes imposed on the Acquired Company as a result of transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing (Taxes described in this proviso, the “Excluded Taxes”). (ii) Vectron shall be entitled to any refund of (or credit against) Taxes for which it is liable under this Agreement (other than to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.08.refunds

Liability for Taxes. (1) Parent shall be jointly and severally liable and indemnify Buyer and ERC and their Affiliates for (i) The Member shall hold harmless and indemnify each all Taxes of the Parent Indemnitees from and against, and shall compensate and reimburse each ERC (including Taxes of the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to other Person for which any of the Parent 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 arise directly or indirectly from or ERC is liable as a result of or are directly or indirectly connected with (A) Taxes imposed on any Group Companyjoint and several liability, contractual liability, successor liability, transferee liability, or for which any Group Company is otherwise liable, and Taxes resulting from the Section 338(h)(10) Election) to the extent not accrued as a result of having been separate liability (not including reserves to reflect timing differences between Tax and book items) on the Effective Date Balance Sheet for a member Pre-Effective Date Period and (ii) all Taxes resulting from a breach of a Company Group representation or warranty under Section 4.03(o). For purposes of this provision, (i) liability for any Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items or resulting from a transfer of assets incurred during any taxable year or a period that ends on or beginning before and ending after the Closing Effective Date and, with respect to any Straddle Period, shall be allocated between the portion of the period that is a Pre-Effective Date Period and the portion that is the Post-Effective Date Period based on the date on which such Straddle items accrued; (ii) liability for all other Taxes for a period that begins before and ends after the Effective Date shall be pro-rated between the Pre-Effective Date Period ending and the Post-Effective Date Period on and including a per diem basis based on the Closing Date, number of days in the taxable period for which each party is liable for Taxes hereunder; (Biii) Taxes imposed on a Group Company, or for which a Group Company is otherwise 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, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Companyconsolidated, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (combined or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending unitary group that includes ERC on or prior to the Closing Effective Date orshall be considered to be incurred in a Pre-Effective Date Period whether such Taxes are incurred, accrued, assessed or similarly charged on, before, or after the Effective Date; and (iv) any interest, penalties, additions to tax or additional amounts that relate to Taxes for a Pre-Effective Date Period shall be considered to be incurred in a Pre-Effective Date Period whether such items are incurred, accrued, assessed or similarly charged on, before or after the Effective Date. The indemnification obligations of this Section 5.07 with respect to any Straddle Period, Tax shall survive until thirty (30) days after the portion expiration of any applicable statute of limitations period with respect to such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.08Tax.

Liability for Taxes. (i) The Member shall hold harmless and indemnify each of To the Parent Indemnitees from and againstextent provided in Section 8.1, and pursuant to Article 8 (and subject to the limitations thereof), the HPI Indemnitors agree to and shall compensate indemnify and reimburse each of hold the Parent Indemnitees forPurchaser, any Damages that are directly or indirectly suffered or incurred at any time by and its directors, officers, employees, Affiliates (including HPI and any of the Parent Indemnitees Acquired Companies if the Closing occurs), agents and assigns harmless from and against any and all Losses resulting from, based upon or to which any of the Parent Indemnitees may otherwise arising out of, directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or as a result of or are directly or indirectly connected with indirectly: (A) Taxes imposed on any Group Company, or Acquired Company (other than Sioux City) for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during 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, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise liable, related to HEC 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, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Acquired Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this AgreementHPI Redemption; provided, however, that the Member no HPI Indemnitor shall not be liable for or pay, and no HPI Indemnitor shall indemnify or hold harmless any Person from and against, (I) any Taxes taken into account as a liability or reserve (whether taken into account as a liability or reserve, as an offset to an asset, or otherwise) in determining the final Closing Working Capital of HPI, (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase or redemption of the HPI Common Stock or the deemed purchase of shares of any Acquired Company or that result from the Purchaser, any Affiliate of the Purchaser, or the Purchaser or any Acquired 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 any Acquired Company for federal, state, local or other Tax liability purposes, (III) any Taxes imposed on any Acquired Company or for which any Acquired Company may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Xxx.xx. 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (it being understood and agreed that in no event shall the HPI Redemption be regarded as a transaction described in this clause (III)), (IV) Taxes imposed as a result of or in connection with (i) any dividends paid by Sioux City to HPI on or after December 31, 2001, (ii) the conversion of Principal Financial Group or Liberty Mutual Insurance Company to stock form from mutual insurance companies, or (iii) the sale of HPI's capital stock in Sioux City pursuant to an exercise by Xxxxxxxx of its rights under the Buy and Sell Agreement, dated as of March 1, 1992, (V) any Taxes resulting from a sale of any Acquired Company by the Purchaser or any Affiliate of the Purchaser (Taxes described in this proviso, hereinafter "Excluded Taxes"). Except to the extent such Tax liability is taken into account as an asset (whether taken into account as an asset, as an offset to a liability or reserve, or otherwise) in computing determining the Net final Closing Working Capital Amountof HPI, or except as finally determined pursuant provided in the last sentence of paragraph (a)(ii) of this Section 6.13, the HPI Stockholders shall be entitled to Section 1.08any refund of (or credit for) Taxes for which any HPI Indemnitor is liable under this Agreement (including, without limitation, any refund of, or credit for, Taxes of HEC or any Acquired Company due to the overpayment of such Taxes prior to the Closing Date).

Liability for Taxes. (ia) The Member After the Closing and subject to the other provisions of Article XIII and Section 14.01, Seller shall be liable for and pay, and shall indemnify and hold harmless and indemnify each of the Parent Indemnitees Buyer Indemnified Parties from and against, and shall compensate pay and reimburse each of the Parent Indemnitees Buyer Indemnified Parties for, all Losses that any Damages that are directly or indirectly suffered or incurred Buyer Indemnified Party at any time by any of the Parent Indemnitees suffers or incurs, or to which any of the Parent Indemnitees may Buyer Indemnified Party otherwise directly or indirectly become becomes subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or to, as a result of or are directly or indirectly connected with in connection with, without duplication, (Ai) all Taxes imposed on any Group Company, of the Acquired Companies pursuant to Treas. Reg. § 1.1502-6 or for which any Group Company is otherwise liable, similar provision of state or local law solely as a result of an Acquired Company having been a member of a Company Consolidated Tax Group during prior to the Closing Date (including, for the avoidance of doubt, any liability of the Acquired Companies for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (ii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Contract the primary subject matter of which is Taxes, relating to an event or transaction occurring before the Closing Date, (iii) Taxes imposed on any of the Acquired Companies for any taxable year or period that ends on or before the Closing Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date (including, for the 87 avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies 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 earlier of (x) the last day of such Straddle Period and (y) the Closing Date, and (v) Taxes resulting from the Seller Conversion Event (other than Taxes arising as a result of the inability to make a Section 338(h)(10) Election as a result of a Seller Conversion Event, which shall be an Excluded Tax); provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer Indemnified Parties from and against (A) any Taxes taken into account as a liability in calculating Expense Overruns, (B) any Taxes imposed on any Acquired Company as a Group Companyresult of transactions (other than the Seller Conversion Event) occurring after the Closing 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, (C) any Taxes to the extent shown as a liability on the PLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (D) any 338 Increased Tax Liability, as defined in Section 10.08 (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, Buyer, the Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for which a Group Company is otherwise liableall 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, for as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit or offset of Taxes claimed in lieu of cash Tax refunds) Taxes (net of any cost, expenses or Taxes in connection with such refund) allocable to any taxable year or period that ends on or before the Closing Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Accounts Date. If any amount paid pursuant to the preceding sentence shall subsequently be challenged successfully by any Tax Authority, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Seller shall repay Buyer or an Acquired Company, to as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or thatAcquired Company, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date oras applicable, with respect to such challenge. Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any Straddle Periodsuch refund or credit, including through the portion filing of amended Tax Returns. Upon a request by Seller in writing, Buyer shall inform Seller shortly after the end of a relevant calendar year as to whether any such Straddle Period ending on and including refund or credit is, or with the Closing Date and (D) Taxes imposed on any cancellation taking of indebtedness income arising as a result of the transactions contemplated by this Agreement; providedaction would be, however, that the Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.08available.

Liability for Taxes. (i) The Member Seller shall be liable for, and shall indemnify and hold its Subsidiaries, the Purchaser and its Affiliates harmless and indemnify each of the Parent Indemnitees from and against, and shall compensate and reimburse each of (i) all Taxes (or the Parent Indemnitees for, any Damages nonpayment thereof) that are directly or indirectly suffered imposed on or incurred at by the Seller, (ii) all Taxes (or the nonpayment thereof) that are imposed on or incurred with respect to the Acquisition Assets or the Business for any time by taxable period ending on or before the Closing Date, (iii) a portion, determined as described below, of any Taxes that are imposed on or incurred with respect to the Acquisition Assets or the Business for any taxable period beginning prior to and ending after the Closing Date (“Straddle Period”) which is allocable to the period ending on or before the Closing Date, (iv) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Seller or any of its Subsidiaries is or was a member on or prior to the Parent Indemnitees or to which Closing Date, (v) any of the Parent 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 arise directly or indirectly from or Taxes payable as a result of a breach by the Seller of any of the representations set forth in Section 5.11 hereof, and (vi) any attorneys’ fees or are directly other costs incurred by the Purchaser or indirectly connected its Affiliates in connection with (A) any payment from the Seller under this Section 7.8(a). The determination of the portion of any Taxes imposed on any Group Company, or incurred with respect to the Acquisition Assets or the Business for a Straddle Period which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or allocable to the period that ends ending on or before the Closing Date shall be made, in the case of ad valorem, property or similar Taxes, if any, which are not measured by or based upon production, or franchise or capital Taxes which are not measured by or based upon net income, by allocating such Taxes on a per diem basis, and, with respect to any Straddle Periodin the case of all other Taxes, by assuming that the portion of such Straddle Period period ending on and including the Closing Date, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise 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 constitutes a separate taxable period and including the Closing Date, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising as a result of the transactions contemplated by this Agreement; provided, however, that the Member shall not be liable for any Tax liability to the extent such Tax liability is taken taking into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.08actual taxable events occurring during such period.

Liability for Taxes. (i) The Member Seller shall hold harmless indemnify Buyer and indemnify each of its Affiliates, including the Parent Indemnitees from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent 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 Transferred Entities other than BCL for all Losses that arise directly or indirectly from or as a result of relate or are directly or indirectly connected with attributable to (A) Taxes of, imposed on or with respect to the Transferred Entities (for the avoidance of doubt, including BCL) and the Transferred Assets which have arisen or may arise wholly in respect or in consequence of any Group Company, Event occurring or for which any Group Company is otherwise liable, as a result of having been a member of a Company Group during any taxable year or period that ends deemed to occur on or before Closing (including, without prejudice to the Closing Date and, with respect to any Straddle Periodforegoing, the portion execution or performance of such Straddle Period ending on and including the Closing DateAgreement) or any income, (B) Taxes imposed on a Group Companyprofits or gains earned, accrued or for which a Group Company is otherwise liable, for received in 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, (C) Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date orand the portion through the end of the Closing Date of any taxable period that includes (but does not end on) the Closing Date (a “Pre-Closing Period”), to the extent such Taxes (i) are not reflected on or reserved for in the calculation of Final Net Book Value, and (ii) do not arise, and are not increased, as a result of a voluntary transaction, action or omission carried out or effected by Buyer or a Transferred Entity, or any member of Buyer’s Group, at any time after Closing, other than any such transaction, action or omission carried out or effected (u) with respect to the filing of any Straddle Period, the portion of such Straddle Period ending Tax Return for any Tax period that begins on or after and including ends after the Closing Date and Date, (v) with the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed, (w) where such transaction, action or omission is required by applicable Law, (x) under a legally binding commitment of a Transferred Entity created on or before Closing or (y) pursuant to any obligation in any of the Transaction Documents or (z) in the ordinary course of business of a Transferred Entity, as carried on at Closing, (B) Transfer Taxes for which Seller is liable pursuant to this Section 5.5(a), (C) Taxes imposed on Seller or any member (other than a Transferred Entity) of a consolidated, affiliated, combined, unitary or similar group with which Seller or any of its Affiliates files a consolidated, affiliated, combined, unitary or similar Tax Return for any tax period, (D) Taxes imposed on or payable by any cancellation Transferred Entity under Treasury Regulations Section 1.1502-6 (or any similar provision of indebtedness income arising state, local or foreign Law) by reason of such Transferred Entity being included in any consolidated, affiliated, combined, unitary or similar group at any time on or before the Closing Date, (E) Taxes imposed as a result of or attributable to any Section 338(h)(10) Election, (F) any breach of a representation made in Section 3.8 or (G) Taxes suffered by any Transferred Entity arising in consequence of the transactions contemplated failure by this Agreement; providedanother company (not being any of the Transferred Entities or any member of the Buyer’s Group) to discharge taxation within a specified time or otherwise, however, and for which the relevant Transferred Entity is liable as a result of having at any time prior to or at Closing been a member of the same group as that company for the Member shall purposes of any Taxes or as a result of having at any time prior to or at Closing controlled or been controlled by another Person (not be liable for being any Tax liability to of the extent such Tax liability is taken into account Transferred Entities or any member of the Buyer’s Group) (construing “control” in computing accordance with Sections 707 and 708 of the Net Working Capital Amount, as finally determined pursuant to Section 1.08Corporation Taxes Act 2010).