Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (a) Seller is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (aA) Seller For purposes of this Agreement, Taxes attributable to any Straddle Period will be apportioned between the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 6(d)(i)(A). The portion of Taxes attributable to a Pre-Closing Straddle Period shall (i) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned during a Straddle Period, be deemed to equal the amount that would be payable if the Straddle Period ended on and included the Closing Date; and (ii) in the case of personal property, real property, ad valorem and other Taxes of the Company imposed on a periodic basis during a Straddle Period, be deemed to be the amount of the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in such Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. Any exemptions, allowances or deductions that are (i) related to a Tax covered by Section 6(d)(i)(A)(i) shall be calculated on an interim closing of the books method and (ii) related to a Tax covered by Section 6(d)(i)(A)(ii) shall be calculated on a pro rata method. (B) The Sellers shall be responsible for and will timely covenant to pay and, pursuant to this Section 6(d)(i)(B), hereby severally and not jointly indemnify the Buyer and its Subsidiaries (including the Company and its Subsidiaries) from and against their respective Allocable Portions of all Adverse Consequences arising from (1) any Taxes arising of or resulting from imposed on or with respect to the Company and its Subsidiaries payable in connection with the conduct respect of the Business or the ownership or use of the Purchased Assets attributable to any Tax taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”); (2) all Taxes of the Company and its Subsidiaries that are attributable to a Pre-Closing Straddle Period pursuant to Section 6(d)(i)(A); (3) any and all Taxes of the Sellers or any other Persons for which the Company or any of its Subsidiaries is liable as a result of having been a member of an affiliated, consolidated, combined or unitary Tax group on or prior to the Closing Date, (4) any and all Taxes of any Person for which the Company or any of its Subsidiaries is liable as transferee or successor, by contract or otherwise, which Taxes relate to an activity, event or transaction occurring on or before the Closing Date; (5) any obligation or other liability of the Company to indemnify any other Person (other than its Subsidiaries) in respect of or relating to Taxes to pay an amount pursuant to any Assumed Liability. Tax sharing, allocation, indemnity or similar agreement or arrangement other than agreements entered into by the Company in the Ordinary Course of Business the primary purpose of which does not relate to Taxes; and (6) any breach of Section 4(k) (Tax Matters); provided, however, that the Sellers shall not be liable for or covenant to pay, and shall not indemnify the Buyer is or its Subsidiaries (including the Company or its Subsidiaries) from and against (and Buyer shall be responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”pay) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) Taxes that arise as a result of a voluntary transaction or action carried out or effected by the amount Company or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending Buyer on the Closing Date after the Closing, provided, however, that the Sellers shall remain liable and shall indemnify Buyer and its Subsidiaries (including the denominator of which is the number of calendar days in the entire Straddle Period. (iiCompany and its Subsidiaries) For all Apportioned for Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes attributable to transactions and actions that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending carried out or effected on the Closing Date either (y) in the Ordinary Course of Business; or (z) pursuant to an obligation of this Agreement; (B) Taxes, to the extent such Taxes were taken into account in the calculation of the Final Working Capital or Final Closing Funded Indebtedness; and (C) Taxes of the Company for the Post-Closing Tax Period and the denominator Post-Closing Straddle Period (other than Taxes resulting from a breach by the Sellers of Section 4(k)). Notwithstanding the foregoing, the Sellers’ obligations under this Section 6(d)(i)(B) will survive the Closing only until the first anniversary thereof (as may be extended pursuant to the last sentence of this Section 6(d)(i)(B), the “Tax Expiration Date”); provided, however, that if a written claim or written notice is given in accordance with Section 6(d)(vii) with respect to any claim for indemnification pursuant to this Section 6(d)(i)(B) prior to the Tax Expiration Date, such claim shall continue indefinitely until such claim is finally resolved in accordance with this Agreement. With respect to any amounts which is could be claimed under this Section 6(d)(i)(B) and which could also be claimed under any provision of the number Representation and Warranty Insurance Policy, claims for such amounts must first be pursued under the Representation and Warranty Insurance Policy and, thereafter, Buyer shall be permitted to pursue such claims pursuant to this Section 6(d)(i)(B) solely to the extent of calendar days any part of such claim that the Representation and Warranty Insurance Policy does not cover; provided, that (i) notwithstanding the foregoing, Buyer shall be entitled to indemnification under this Section 6(d)(i)(B) in respect of such claim (and Buyer shall not be obligated to first pursue such claim under the entire Straddle PeriodRepresentation and Warranty Insurance Policy) up to the full amount of the retention under the Representation and Warranty Policy and (ii) the Tax Expiration Date shall be extended for so long as any such claims are being pursued under the Representation and Warranty Insurance Policy. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (dC) Notwithstanding any other provision contained provisions to the contrary in this Agreement (including Agreement, Buyer and Sellers agree that to the limitations set forth extent permitted by applicable Laws all Transaction Tax Deductions shall be taken into account as losses or deductions in Sections 11.2 a Pre-Closing Tax Period or 11.3)Pre-Closing Straddle Period and shall be utilized in the Pre-Closing Tax Period or Pre-Closing Straddle Period to the maximum extent permitted by applicable Law prior to carrying forward the net operating loss attributable to such Transaction Tax Deductions into a Post-Closing Tax Period or Post-Closing Straddle Period, and the Company and Sellers agree to prepare all Tax Returns in a manner consistent with such intent. If requested by the Sellers’ Representative, Buyer will cause the Company to make the election under Revenue Procedure 2011-29 for any obligation arising out of this “success-based fee” described in Treasury Regulations Section 7.1 will not be subject 1.263(a)-5(e)(3) attributable to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of timethe Pre-Closing Tax Period.

Liability for Taxes. 10.6.1 The Borrower shall make all payments to be made by it without any Tax deduction, unless a Tax deduction is required by law. The Borrower shall promptly upon becoming aware that it must make a Tax deduction (aor that there is any change in the rate or the basis of a Tax deduction) Seller notify the Lender. 10.6.2 Subject to Clause 10.6.5, if the Borrower is responsible required to make any Tax deduction by law from any payment due under the Loan Documents, the payment due from the Borrower shall be increased to an amount equal to the amount which would have been due for payment if no Tax deduction had been required, reduced by any credit, relief or remission for, or repayment of such Tax deduction to which Lender (acting reasonably) determines it is both entitled to and, in the case of a credit, able to utilise. If such entitlement, utilisation and/or the amount thereof would only become known after the date of payment, Borrower will make its payment without taking into account any credit, relief or remission and Lender will timely pay repay to Borrower an amount equal to such credit, relief or remission once the Lender has (acting reasonably) determined such credit, relief or remission has been determined and, in the case of a credit, utilised. 10.6.3 If the Borrower is required to make a Tax deduction, the Borrower shall make that Tax deduction and any Taxes arising or resulting from or payment required in connection with that Tax deduction within the conduct time allowed and in the amount required by law. 10.6.4 Within thirty (30) days of the Business making either a Tax deduction or the ownership or use of the Purchased Assets attributable to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or payment required in connection with that Tax deduction, the conduct of Borrower shall deliver to the Business Lender evidence reasonably satisfactory to it that the Tax deduction has been made or (as applicable) any appropriate payment paid to the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liabilityrelevant taxing authority. (b) The Parties agree that any Apportioned Taxes10.6.5 A payment shall not be increased under Clause 10.6.2 by reason of a Tax deduction, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: if (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles)Lender has assigned, Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closingdue date for payment, by (B) this Loan Agreement to an Assignee who is not a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending Qualifying Lender on the Closing Date and the denominator date of which is the number of calendar days in the entire Straddle Period. such assignment; or (ii) For all Apportioned Taxes the payment could have been made to the Lender without a Tax deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not described or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in clause (ior in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority which is not a change resulting from the entry into effect of the Multilateral Convention to Implement Tax Treaty Related Measures to prevent BEPS (“MLI”). 10.6.6 The Lender shall, Seller upon request, from the Borrower promptly provide it with such evidence as it may require (acting reasonably) to show that the Lender is responsible at the date of this Loan Agreement a company resident in the United Kingdom as well as any other evidence reasonably requested by the Borrower and necessary to establish that the Lender is a Qualifying Lender. 10.6.7 The Lender shall cooperate in completing any procedural formalities necessary for the amount of such Apportioned Taxes that are determined by multiplying (A) Borrower to obtain authorisation to make payments without or, as the amount of such Apportioned Taxes for the entire Straddle Periodcase may be, by (B) with a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodreduced Tax deduction. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (a) The Seller is responsible shall be liable for and will timely pay shall indemnify the Buyer, for (i) all Taxes (as defined below) imposed on the Seller, or for which the Seller may otherwise be liable, for any Taxes arising taxable year or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending that ends on or before the Closing Date (a “Pre-Closing PeriodTax Periods”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection and, with the conduct of the Business or the ownership or use of the Purchased Assets attributable respect to any Tax portion of a taxable year or period beginning before and ending after the Closing Date (a “Post-Closing Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, and (ii) and all liabilities imposed on the Seller on or before the Closing Date under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) for Taxes that are an Assumed Liabilityof the Seller or any other corporation which is affiliated with the Seller (other than the Seller). (b) The Parties agree that any Apportioned TaxesBuyer shall be liable for, and any refundshall indemnify the Seller and its Affiliates for, rebate or similar payment received by all Taxes imposed on the Seller or Buyer any of its Affiliates with respect to the Seller for any Apportioned Taxestaxable year or period that begins after the Closing Date and, will be apportioned between with respect to a Straddle Period, the portion of such Straddle Period beginning after the Closing Date. (c) For purposes of this Section 7.1, whenever it is necessary to determine the liability for Taxes of the Seller and Buyer as followsfor a portion of a Straddle Period: (i) For Apportioned real, personal and intangible property Taxes measured by (“Property Taxes”) for the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for Pre-Closing Tax Period shall be equal to the amount of such Apportioned Property Taxes that are determined for the entire Straddle Period multiplied by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period.; and (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned other Taxes for the entire Straddle Period, Pre-Closing Tax Period shall be determined by (B) assuming that the Seller had a fraction, taxable year or period that ended at the numerator of which is the number of calendar days in the portion close of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodDate. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (a) Seller is responsible Sellers hereby agree, jointly and severally, to be liable for and will to indemnify and hold the Buyer Indemnitees harmless from and against, and pay to the Buyer Indemnitees the amount of any and all Losses in respect of (i) all Taxes of any Acquired Company and the Subsidiaries (or any predecessor thereof) for any Pre-Effective Date Tax Period, including the portion of any Straddle Period ending at the close of business on the Effective Date and (ii) any failure by Sellers to timely pay any and all Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable required to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable be borne by Sellers pursuant to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed LiabilitySection 11.5. (b) The Parties agree that any Apportioned TaxesBuyer hereby agrees to be liable for and to indemnify and hold the Seller Indemnitees harmless from and against, and any refund, rebate or similar payment received by pay to the Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for Indemnitees the amount of such Apportioned any and all Losses in respect of all Taxes that are determined by multiplying (A) of any Acquired Company and the amount or level of such items immediately prior to the ClosingSubsidiaries for any Post-Effective Date Tax Period, by (B) a fraction, the numerator of which is the number of calendar days in including the portion of the any Straddle Period ending beginning at the close of business on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of BuyerEffective Date. (c) For The Acquired Companies will, in the avoidance discretion of doubtBuyer and where not prohibited by Law, Seller close the taxable periods of some or all the Acquired Companies and Buyer are each responsible for their own Income Taxes arising out of their conduct the Subsidiaries as of the Business close of business on the Effective Date. If applicable law does not permit the Acquired Company or their ownership a Subsidiary to close its taxable year on the Effective Date or use Buyer does not exercise its discretion to do so, in any case in which a Tax is assessed with respect to or is attributable to a Straddle Period, the amount of Taxes attributable to the Pre-Effective Date Tax Period shall be determined on the basis of an interim closing of the Purchased Assets, including Income Taxes arising out books of the transactions contemplated Acquired Companies as of the Effective Date, and the determination of the hypothetical Tax for such Pre-Effective Date Tax Period shall be determined on the basis of such interim closing of the books; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Effective Date and the period beginning after the Effective Date in this Agreementproportion to the number of days in each such period relative to the entire taxable period. Taxes attributable to the Pre-Effective Date Tax Period shall be determined under the same method of accounting used by the applicable Acquired Company during that period. (d) Notwithstanding any other provision contained in Any and all transactions or events contemplated by this Agreement (including that occur on or prior to the limitations set forth Effective Date shall be deemed to have occurred in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of timethe Pre-Effective Tax Period.

Liability for Taxes. (a) Seller is Oncor shall be responsible for for, and will timely pay any shall indemnify and hold SDTS harmless from and against, (i) Taxes arising or resulting from or in connection with relating to Oncor AssetCo, the conduct of the Business Subject Oncor Operations or the ownership or use of the Purchased Oncor T Assets which are attributable to any Pre-Closing Tax Period and the portion of any Straddle Period ending on and including the Closing Date, (ii) Taxes resulting from the Oncor Pre-Closing Contribution, (iii) Taxes relating to SDTS AssetCo, the Subject SDTS Operations or the SDTS Assets which are attributable to any Post-Closing Tax Period and the portion of any Straddle Period beginning on the day immediately after the Closing Date, (iv) those Transfer Taxes borne by Oncor pursuant to Section 11.03(b) and (c) and (v) (without duplication) any Taxes attributable to a Pre-Closing Tax Period or the portion of 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 (x) Taxes to the extent such Taxes were included as a liability in calculating the Oncor Working Capital Package, (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 11.02(e). (b) Oncor shall be responsible for, and shall indemnify and hold SU harmless from and against, (i) Taxes relating to SU AssetCo, the Subject SU Operations or the SU Assets which are attributable to any Post-Closing Tax Period and the portion of any Straddle Period beginning on the day immediately after the Closing Date and (ii) those Transfer Taxes borne by Oncor pursuant to Section 11.03(e). (c) SDTS shall be responsible for, and shall indemnify and hold Oncor harmless from and against, (i) Taxes relating to SDTS AssetCo, the Subject SDTS Operations or the SDTS Assets which are attributable to any Pre-Closing Tax Period and the portion of any Straddle Period ending on and including the Closing Date, (ii) Taxes resulting from the SDTS Pre-Closing Merger, (iii) Taxes relating to Oncor AssetCo, the Subject Oncor Operations and the Oncor T Assets which are attributable to any Post-Closing Tax Period and the portion of any Straddle Period beginning on the day immediately after the Closing Date, (iv) those Transfer Taxes borne by SDTS pursuant to Section 11.03(a) and (c) or (v) (without duplication) any Taxes attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and resulting from a breach by the SDTS Entities of any SDTS 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, SDTS shall have no liability to Oncor for (x) Taxes to the extent that such Taxes were included as a liability in calculating the SDTS Working Capital Package, as finally determined pursuant to Section 1.06, (y) Taxes arising from actions taken by or at the direction of Oncor on the Closing Date after the Closing outside the ordinary course of business and (z) Taxes resulting from a breach by Oncor of the covenants in Section 11.02(e). (d) SU shall be responsible for, and shall indemnify and hold Oncor harmless from and against, (i) Taxes relating to SU AssetCo, the Subject SU Operations or the SU Assets which are attributable to any Pre-Closing Tax Period and the portion of any Straddle Period ending on and including the Closing Date, (ii) Taxes resulting from the SU Pre-Closing Merger, (iii) those Transfer Taxes borne by SU pursuant to Section 11.03(d) and (e) or (iv) (without duplication) any Taxes attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and resulting from a breach by the SU Entities of any SU 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, SU shall have no liability to Oncor for (x) Taxes to the extent that such Taxes were included as a liability in calculating the SU Working Capital Package, as finally determined pursuant to Section 2.04, (y) Taxes arising from actions taken by or at the direction of Oncor on the Closing Date after the Closing outside the ordinary course of business, and (z) Taxes resulting from a breach by Oncor of the covenants in Section 11.02(e). (e) Taxes attributable to the portion of a Straddle Period ending on or prior to the Closing Date, and to the portion of the Straddle Period beginning after the Closing Date, shall be determined as follows: (i) in the case of property and other ad valorem Taxes, such Tax shall be prorated based on the number of days in the Straddle Period up to and including the Closing Date, and the number of days in the Straddle Period occurring after the Closing Date, and (ii) to the extent such Tax is measured by income or receipts or otherwise not described in clause (i) above, such Tax shall be allocated based on a closing of the books as of the end of the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on or before and including the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior in proportion to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodeach period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (a) The Seller is responsible Responsible Parties shall be liable for and will timely pay shall indemnify the Buyer, for (i) all Taxes (as defined below) imposed on the Seller, or for which the Seller may otherwise be liable, for any Taxes arising taxable year or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending that ends on or before the Closing Date (a “Pre-Closing PeriodTax Periods”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection and, with the conduct of the Business or the ownership or use of the Purchased Assets attributable respect to any Tax portion of a taxable year or period beginning before and ending after the Closing Date (a “Post-Closing Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, and (ii) and all liabilities imposed on the Seller on or before the Closing Date under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) for Taxes that are an Assumed Liabilityof the Seller or any other corporation which is affiliated with the Seller (other than the Seller). (b) The Parties agree that any Apportioned TaxesBuyer shall be liable for, and any refundshall indemnify the Seller and its Affiliates for, rebate or similar payment received by all Taxes imposed on the Seller or Buyer any of its Affiliates with respect to the Seller for any Apportioned Taxestaxable year or period that begins after the Closing Date and, will be apportioned between with respect to a Straddle Period, the portion of such Straddle Period beginning after the Closing Date. (c) For purposes of this Section 7.1, whenever it is necessary to determine the liability for Taxes of the Seller and Buyer as followsfor a portion of a Straddle Period: (i) For Apportioned real, personal and intangible property Taxes measured by (“Property Taxes”) for the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for Pre-Closing Tax Period shall be equal to the amount of such Apportioned Property Taxes that are determined for the entire Straddle Period multiplied by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period.; and (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned other Taxes for the entire Straddle Period, Pre-Closing Tax Period shall be determined by (B) assuming that the Seller had a fraction, taxable year or period that ended at the numerator of which is the number of calendar days in the portion close of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodDate. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (a) The Seller is responsible Responsible Parties shall be severally, but not jointly, liable for and will timely pay shall indemnify the Buyer, for (i) all Taxes (as defined below) imposed on the Seller, or for which the Seller may otherwise be liable, for any Taxes arising taxable year or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending that ends on or before the Closing Date (a “Pre-Closing PeriodTax Periods”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection and, with the conduct of the Business or the ownership or use of the Purchased Assets attributable respect to any Tax portion of a taxable year or period beginning before and ending after the Closing Date (a “Post-Closing Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, and (ii) and all liabilities imposed on the Seller on or before the Closing Date under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) for Taxes that are an Assumed Liabilityof the Seller or any other corporation which is affiliated with the Seller (other than the Seller). (b) The Parties agree that any Apportioned TaxesBuyer shall be liable for, and any refundshall indemnify the Seller Responsible Parties and their respective Affiliates for, rebate or similar payment received by all Taxes imposed on the Seller or Buyer any of its Affiliates with respect to the Business for any Apportioned Taxestaxable year or period that begins after the Closing Date and, will be apportioned between with respect to a Straddle Period, the portion of such Straddle Period beginning after the Closing Date. (c) For purposes of this Section 5.1, whenever it is necessary to determine the liability for Taxes of the Seller and Buyer as followsfor a portion of a Straddle Period: (i) For Apportioned real, personal and intangible property Taxes measured by (“Property Taxes”) for the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for Pre-Closing Tax Period shall be equal to the amount of such Apportioned Property Taxes that are determined for the entire Straddle Period multiplied by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period.; and (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned other Taxes for the entire Straddle Period, Pre-Closing Tax Period shall be determined by (B) assuming that the Seller had a fraction, taxable year or period that ended at the numerator of which is the number of calendar days in the portion close of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodDate. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (ai) Except to the extent taken into account as a Liability in the calculation of Closing Working Capital and subject to Section 6.15(f)(ii), Section 6.15(g), Section 9.3(c) and Section 9.3(e), from and after the Closing, each Seller is responsible shall be, on a several and not joint basis, liable for and will timely pay pay, and indemnify and hold harmless the Buyer Indemnitees from and against, such Seller’s Share-Based Payout Percentage of any Taxes arising or resulting from or in connection with and all Excluded Taxes. (ii) In the conduct case of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending that begins on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning ends after the Closing Date (a “Post-Closing Straddle Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of any Taxes of the Company or level its Subsidiaries (including any predecessor or successor thereof) based upon or measured by receipts, profits, wages, capital, net worth, net income or gain for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and including, for greater certainty, any GILTI Inclusion, Subpart F Income, or other income that would be included in the taxable income of the Company or its Subsidiaries in a Pre-Closing Tax Period and any depreciation deductions that would be included in a Post-Closing Tax period, in each case, based on such items immediately prior to interim closing of the Closingbooks); provided, by however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for real estate taxes) will be apportioned between such two taxable periods on a daily basis and (B) the amount of other Taxes of the Company or its Subsidiaries for the Pre-Closing Tax Period will be determined by multiplying the amount of such Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodperiod. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (ai) Seller is responsible for Pursuant to Article VIII, the Sellers shall indemnify and will timely pay any Taxes arising or resulting hold harmless the Buyer from or in connection with the conduct and against each of the Business or the ownership or use following: (A) all Taxes assessed against any of the Purchased Assets Companies attributable to a Pre-Closing Period or (B) any Tax period ending on or before liability of any of the Closing Date (a “Companies for Taxes for any Pre-Closing Period”; provided, however, that none of the Companies shall be liable for (x) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct imposed on any of the Business or the ownership or use Companies as a result of the Purchased Assets attributable to any Tax period beginning after transactions occurring on the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior properly allocable to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on Closing Date after the Closing; (y) the negligence, delay or bad faith of Buyer or its Affiliates; or (z) Buyer’s late filing of any Tax Return or late payment of any Taxes. If any Taxes or liability contemplated in clause (A) and/or (B) above or any adjustment in any Tax Return, is assessed or determined against any of the Companies and is attributable to a Pre-Closing Period, which Taxes or liability can be set off with accumulated Tax losses so determined or assessed as of the Closing Date and Date, neither Buyer nor the denominator of which is the number of calendar days in the entire Straddle Companies shall be entitled to any compensation nor indemnification with respect to such Taxes, liability or adjustment, without regard to its assessment during a Post-Closing Period or its effect on a Post-Closing Period. (ii) For Pursuant to Article VIII, Buyer shall indemnify and hold harmless each of the Companies and the Sellers from and against all Apportioned assessed Taxes not described in clause (i), Seller is responsible for applicable to the amount Buyer or the Companies relating to each of such Apportioned Taxes that are determined by multiplying the following: (A) attributable to taxable years or periods beginning immediately after the amount Closing on the Closing Date, and including specifically, any assessed Taxes resulting from changes (other than corrections for omissions or erroneous accounting practices) implemented by Buyer or the Companies following the Closing relating to intercompany payments and transactions between any of such Apportioned Taxes for the entire Straddle PeriodCompanies, by their respective Subsidiaries, and their respective officers and employees, (B) a fraction, transactions occurring on the numerator of which is the number of calendar days in Closing Date that are properly allocable to the portion of the Straddle Period Closing Date after the Closing, and (C) resulting from Tax obligations, attributable to the negligence, delay or bad faith of Buyer or its Affiliates; or (D) resulting from or attributable to Buyer’s late filing of any Tax Return or late payment of any Taxes. (iii) For purposes of Section 6.1(a)(i) and Section 6.1(a)(ii), whenever it is necessary to determine the liability for Taxes for a period beginning before the Closing Date but ending on after the Closing Date, such liability shall be determined by assuming that the year in which the Closing Date falls consisted of two taxable years or periods, one which ended at the close of the Closing Date and the denominator other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the year of the Closing Date shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the relevant books were closed at the close of the Closing Date; provided, however, that (A) transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, and (B) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis and Taxes that are computed on a periodic basis, such as property Taxes, shall also be so apportioned on a daily basis. Notwithstanding the foregoing provisions of this paragraph (iii), if the transactions contemplated by this Agreement result in the reassessment of the value of any property owned by any of the Companies, or the Sellers or Affiliates for property Tax purposes, or the imposition of any property Taxes at a rate which is different than the rate that would have been imposed if such transactions had not occurred, then (x) the portion of such property Taxes for the portion of the year ending on and including the Closing Date shall be determined on a daily basis, using the assessed value and Tax rate that would have applied had such transactions not occurred, and (y) the portion of such property Taxes for the portion of such year beginning after the Closing Date shall be the total property Taxes for the year minus the amount described in clause (x) of this sentence. Sales and use Taxes (and their foreign equivalents, including value added taxes) shall be deemed to accrue in accordance with GAAP. (iv) The Sellers, jointly and severally, on one hand, and Buyer on the other hand, as the case may be, shall provide reimbursement for any Tax paid by one Party which is the number responsibility of calendar days the other Party in accordance with the entire Straddle Periodterms of this Section 6.1(a). Within a reasonable time prior to the payment of any such Tax, the Party paying such Tax shall give written notice to the other Party of the Tax payable and the amount which is the liability of each Party, although failure to do so will not relieve the other Party of its liability hereunder. Subject to the delivery of prior written notice of the payment of any such Tax, the Party required to provide reimbursement hereunder shall pay such amount on the later to occur of (i) the date payment is made by the Party paying such Tax and (ii) five Business Days after receipt of such prior written notice. (iiiv) All Apportioned Taxes 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, gain, loss, deduction, credit or amount of Tax that are not results in an increase in Tax liability for which any of the responsibility of Seller Companies, or the Sellers or Affiliates would otherwise be liable pursuant to this Section 7.1(b)(i) through Section 7.1(b)(ii) hereof 6.1(a), and such change results in a decrease in the Tax liability of Buyer for any taxable year or period beginning after the Closing Date, the Sellers shall be liable only for the responsibility net amount of Buyersuch increase after taking into account such decrease in accordance with the provisions of this Section 6.1(a) (and, to the extent such increase in Tax liability is paid to a taxing authority by the Sellers or any Affiliate thereof, Buyer shall pay the Sellers an amount equal to such decrease). (cvi) For Notwithstanding anything to the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated contrary in this Agreement. (d) Notwithstanding , nothing in Section 3.8 shall cause any other provision contained in this Agreement (including of the limitations set forth in Sections 11.2 Companies, or 11.3)the Sellers or Affiliates to be liable to Buyer for any amounts relating to any Taxes for which any of the Companies, any obligation arising out of or the Sellers or Affiliates is not expressly liable pursuant to this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time6.1.

Liability for Taxes. (ai) Seller is responsible Except as shown as a liability or reserve on the Unaudited Balance Sheet, the Stockholders shall be liable for and indemnify CMS Energy, the Surviving Corporation and their subsidiaries (collectively, the "Tax Indemnitees") for all Taxes imposed on any Tax Indemnitee (or for which a Tax Indemnitee may otherwise be liable) arising from the assets or activities of Waltxx xxx its Subsidiaries for any taxable year or period of Waltxx xx its Subsidiaries that ends on or before the Unaudited Balance Sheet Date and, with respect to any taxable year or period beginning before and ending after the Unaudited Balance Sheet Date, the portion of such taxable year ending on and including the Unaudited Balance Sheet Date (each such taxable year, period or portion thereof referred to herein as "Pre-June 30, 1994 Taxable Period"). Notwithstanding the preceding sentence, in the case of an adjustment which increases an item of income or gain, or decreases an item of loss, deduction or credit, of Waltxx xx any of its Subsidiaries for any Pre-June 30, 1994 Taxable Period and which will timely (under the law in effect at the time of such adjustment) result in a corresponding decrease in an item of income or gain, or an increase in an item of loss, deduction or credit, of Waltxx, xxy of its Subsidiaries, or the Surviving Corporation for one or more taxable years or periods following the year or period to which the adjustment relates (a "Timing Adjustment"), the Shareholders shall not be required to pay to the Tax Indemnitees any Taxes arising increase in the tax liability of Waltxx xxx its Subsidiaries attributable to such Timing Adjustment, but shall be required to pay to the Tax Indemnitees the amount of any interest and penalties payable as a result of such Timing Adjustment, provided that if the representations set forth in Sections 3.8(a)(xx) through 3.8(a)(xxiii) are breached other than as a result of Timing Adjustments (including as a result of an adjustment (other than a Timing Adjustment) to the taxable income of Waltxx xx its Subsidiaries for a taxable year or resulting from period that ends on or before the Unaudited Balance Sheet Date which is used to reduce the net operating loss carryforwards of Waltxx xxx its Subsidiaries described in connection with such Sections), the conduct Stockholders shall pay to the Tax Indemnitees an amount equal to the sum of (y) 20% of the Business amount by which the net operating loss carryovers set forth in Schedule 3.8(b) or Schedule 3.8(c) from any taxable period exceed the ownership or use amount of net operating loss carryovers as finally determined from such taxable period; provided, that the aggregate amount payable by the Stockholders pursuant to this clause (y) by reason of all such breaches shall not exceed $1,000,000, plus (z) the amount of any interest and penalties payable as a result of the Purchased Assets attributable reduction in such net operating loss carryover. Notwithstanding the preceding sentence, the Stockholders shall not be required to indemnify the Tax Indemnitees as a result of the breach of the representations described in Sections 3.8(a)(xx) through 3.8(a)(xxiii) unless the unavailability of any of the carryovers described therein are challenged in the audit of the Tax period Returns filed by CMS Energy and its Affiliates for their taxable years ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned TaxesDecember 31, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period1999. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible The Tax Indemnitees shall be liable for and indemnify the Stockholders for the amount Taxes of such Apportioned Taxes Waltxx xxx its Subsidiaries for any taxable year or period that are determined by multiplying (A) begins after the amount of such Apportioned Taxes for Unaudited Balance Sheet Date and, with respect to any taxable year or period beginning before and ending after the entire Straddle PeriodUnaudited Balance Sheet Date, by (B) a fraction, the numerator of which is the number of calendar days in the portion of such taxable year or period beginning after the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodUnaudited Balance Sheet Date. (iii) All Apportioned For purposes of paragraphs (a)(i) and (a)(ii), whenever it is necessary to determine the liability for Taxes of Waltxx xxx its Subsidiaries for a portion of a taxable year or period that begins before and ends after the Unaudited Balance Sheet Date, the determination of the Taxes of Waltxx xxx its Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Unaudited Balance Sheet Date shall be determined by assuming that Waltxx xxx its Subsidiaries had a taxable year or period which ended at the close of the Unaudited Balance Sheet Date, except that exemptions, allowances or deductions that are not calculated on an annual basis, such as the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof deduction for depreciation, shall be the responsibility of Buyerapportioned on a daily basis. (civ) For the avoidance of doubtThe Stockholders shall be liable for all transfer, Seller and Buyer are each responsible for their own Income sales or similar Taxes arising out of their conduct of from the Business or their ownership or use of Merger and the Purchased Assets, including Income Taxes arising out of the other transactions contemplated in by this Agreement. (dv) Notwithstanding Within twenty (20) days after the execution of this Agreement, the Stockholders shall deliver or cause to be delivered to CMS Energy or its designee true and complete copies of: (A) all income Tax Returns of Waltxx xxx its Subsidiaries requested by CMS Energy or its Subsidiaries; (B) any other provision contained Tax Returns requested by CMS Energy or its Subsidiaries, as may be relevant to Waltxx xxx its Subsidiaries and their assets and operations; and (C) any workpapers or other supporting data requested by CMS Energy or its subsidiaries relating to "income taxes payable" or similar line item reflected in this Agreement the Unaudited Statement of Income and Unaudited Balance Sheet relating to Tax Returns made available pursuant to (including the limitations set forth in Sections 11.2 A) or 11.3(B), any obligation arising out or relating to Tax Returns referred to in (A) or (B) not yet filed, to the extent copies of this Section 7.1 will not be subject to any limits such Tax Returns, work papers or other data are in existence and in the possession of minimum or maximum amounts, measurement Waltxx xx the time of aggregate amount of Losses or any limit of timesuch request.

Liability for Taxes. (a) Seller is responsible for and will timely pay any For purposes of this Agreement, the portion of Taxes arising attributable to the income, property or resulting from or in connection with the conduct operations of the Business or the ownership or use of the Purchased Assets attributable to Company for any Tax taxable period ending that begins on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning ends after the Closing Date (a “PostStraddle Period”) will be apportioned between the portion of the Straddle Period that begins on or before the Closing Date and ends on and includes the Closing Date (the “Pre-Closing Straddle Period”) and any the portion of the Straddle Period that begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.9(a). The portion of Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: attributable to a Pre-Closing Straddle Period will: (i) For Apportioned Taxes in the case of any income, sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned during a Straddle Period, be deemed to equal the amount or level that would be payable if the Straddle Period ended on and included the Closing Date; and (ii) in the case of any item personal property, real property, ad valorem and other Taxes not described in clause (including such taxes as are measured by the value of intangibles)i) during a Straddle Period, Seller is responsible for be deemed to be the amount of such Apportioned the Taxes that are determined for the entire Straddle Period multiplied by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire such Straddle Period. (ii) . The portion of Taxes attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. For all Apportioned purposes of calculating Pre-Closing Taxes not described in clause (iand the apportionment of Taxes under this Section 5.9(a), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending all transactions occurring on the Closing Date after the Closing (other than transactions required to effect this Agreement and the denominator of which is the number of calendar days transactions in the entire Straddle Period. (iiiOrdinary Course Of Business) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be treated as occurring on the responsibility of Buyerfollowing day. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (a) Each of the Buyer and the Seller is shall bear and be responsible for fifty percent (50%) of any payments of, or reimbursement to Buyer for, any sales Tax, use Tax, real property transfer or gains Tax, asset transfer Tax, documentary stamp Tax or similar Tax, and will timely pay any Taxes arising recording and filing fees that are or resulting from may be imposed by any government or in connection with political subdivision thereof, attributable to the conduct sale or transfer of the Business Transferred Assets pursuant to this Agreement (collectively “Transfer Taxes”), notwithstanding the Party upon which such Taxes or fees are actually imposed. (b) All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the ownership or use Transferred Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the Seller, on one hand, and the Buyer, on the other, based on the number of days of such taxable period included in the Purchased Assets attributable to any Tax portion of such taxable period ending on or before the Closing Date (a the “Pre-Closing Tax Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct number of the Business or the ownership or use days of the Purchased Assets attributable to any Tax such taxable period beginning on and after the Closing Date (a the “Post-Closing Tax Period”) and any Taxes that are an Assumed Liability. (b) ). The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will shall be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible liable for the proportionate amount of such Apportioned Taxes that are determined by multiplying is attributable to the Pre-Closing Tax Period (Aexcept to the extent that the liability for such Taxes was accrued as a current liability in the calculation of Final Net Working Capital) and the Buyer shall be liable for the proportionate amount or level of such items immediately prior Taxes that is attributable to the ClosingPost-Closing Tax Period (except to the extent that payment or accrual for such Taxes was accrued as a current asset in the calculation of Final Net Working Capital). The Seller or the Buyer, as the case may be, shall provide reimbursement for any Tax paid by (B) one Party all or a fraction, the numerator portion of which is the number of calendar days in the portion responsibility of the Straddle Period ending on other Party in accordance with the Closing Date terms of this Section 6.1(b). Upon receipt of any bxxx or payment of any amount with respect to any such Taxes for which it is entitled to reimbursement under this Section 6.1(b), each of the Seller and the denominator of which is Buyer shall present a statement to the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for other setting forth the amount of reimbursement to which each is entitled under this Section 6.1(b) together with such Apportioned Taxes that are determined supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by multiplying (A) the amount Party owing it to the other within 10 business days after delivery of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodstatement. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (a) Seller is responsible for SPLC and will timely pay SOPUS shall be jointly and severally liable for, and shall each indemnify, defend and hold harmless SHLX and Operating from any unpaid Taxes arising (including related penalties and interest) imposed on or resulting from incurred by or with respect to their respective interests in connection with the conduct of the Business Subject Interests or the ownership or use of assets related to the Purchased Assets Subject Interests, attributable to any Tax taxable period ending on or before prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. (a “Pre-Closing Period”b) other than any Assumed Liability. Buyer is responsible SHLX and Operating shall be liable for and will timely pay any Taxes arising (including related penalties and interest) imposed on or resulting from incurred by or with respect to their interests in connection with the conduct of the Business Subject Interests or the ownership or use of assets related to the Purchased Assets Subject Interests attributable to any Tax taxable period beginning after the Closing Date (a “Post-or portion thereof to the extent occurring after the Closing Period”) and any Taxes that are an Assumed LiabilityDate. (bc) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer Whenever it is necessary for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by purposes of this Article VI to determine the amount or level of any item (including Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests for a taxable period beginning before and ending after the Closing Date which is allocable to the period ending on or prior to the Closing Date and the allocation is not otherwise prescribed by Applicable Law or agreement in effect as of the date hereof, such taxes as are measured by the value of intangibles), Seller is responsible for amount shall be deemed to be the amount of such Apportioned Taxes that are determined Tax for the entire Tax period multiplied by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period Tax period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this AgreementTax period. (d) Notwithstanding If SHLX receives a refund of any other provision contained in this Agreement Taxes (including related penalties and interest) that SPLC or SOPUS is responsible for hereunder, or if SPLC or SOPUS receives a refund of any Taxes (including related penalties and interest) that SHLX is responsible for hereunder, the limitations set forth party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party which has responsibility for such Taxes hereunder. The parties shall cooperate in Sections 11.2 or 11.3)order to take all necessary and reasonable steps to claim any such refund. (e) For federal income tax purposes, the parties agree to report any obligation arising out of this payments with respect to Section 7.1 will not be subject 2.4, Section 2.5, Section 6.1, Section 8.1 and Section 8.2 as an adjustment to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of timethe Consideration.

Liability for Taxes. (a1) Seller Parent shall be jointly and severally liable and indemnify Buyer and ERC and their Affiliates for (i) all Taxes of ERC (including Taxes of any other Person for which ERC is responsible liable as a result of joint and several liability, contractual liability, successor liability, transferee liability, or otherwise and Taxes resulting from the Section 338(h)(10) Election) to the extent not accrued as a separate liability (not including reserves to reflect timing differences between Tax and book items) on the Effective Date Balance Sheet for a Pre-Effective Date Period and will timely pay (ii) all Taxes resulting from a breach of a representation or warranty under Section 4.03(o). For purposes of this provision, (i) liability for any Taxes arising determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items or resulting from or in connection with a transfer of assets incurred during a period beginning before and ending after the conduct Effective Date shall be allocated between the portion of the Business 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 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 and the Post-Effective Date Period on a per diem basis based on the number of days in the taxable period for which each party is liable for Taxes hereunder; (iii) Taxes of any consolidated, combined or unitary group that includes ERC on or prior to the ownership Effective Date shall be considered to be incurred in a Pre-Effective Date Period whether such Taxes are incurred, accrued, assessed or use 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 the Purchased Assets attributable this Section 5.07 with respect to any Tax period ending on or before the Closing Date shall survive until thirty (a “Pre-Closing Period”30) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning days after the Closing Date (a “Post-Closing Period”) and expiration of any Taxes that are an Assumed Liabilityapplicable statute of limitations period with respect to such Tax. (b2) The Parties agree that Any refunds for Taxes of ERC (to the extent not accrued on the Effective Balance Sheet) for a Pre-Effective Date Period (except as a result of the carryback of any Apportioned Taxesitems of loss, credit, or other Tax attributes incurred in a Post-Effective Date Period) shall be property of Parent and any to the extent ERC or Buyer receives such a refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for shall promptly pay the amount of such Apportioned refund (plus any interest received from the applicable Governmental Authority, net of any Taxes Buyer or ERC or any of their Affiliates incurs as a result of receiving such interest) to Parent. If Buyer or ERC must return to a Taxing Authority a refund or credit (or any portion thereof) for which it has made payment under this Section 5.07(a)(2), Parent shall indemnify Buyer and ERC for such payment made under this Section 5.07(a)(2). (3) Buyer shall be liable for Taxes of ERC for any Post-Effective Date Period, and shall be entitled to any refund of Taxes of which ERC received with respect to such periods. (4) In the case of any Tax that are determined by multiplying any party is required to pay (Aincluding, without limitation, any Tax that the indemnified party elects to pay to the Governmental Authority and xxx for a refund) a Governmental Authority and which is subject to indemnification under Section 5.07(a)(1) or 5.07(a)(3), the party indemnifying against the Tax shall pay the other party the amount for which the party indemnifying against the Tax is responsible pursuant to Section 5.07(a)(1) or level of such items 5.07(a)(3) above in immediately available funds no later than three (3) days prior to the Closing, by (B) a fraction, date such Tax is due to the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodrelevant Governmental Authority. (ii5) For all Apportioned If Parent (or any of its Affiliates) becomes entitled to a refund or credit for its Taxes not described (or otherwise recognizes a reduction in clause Taxes) for any Pre-Effective Date Period and such refund or credit (i)or reduction) is attributable to the carryback of any items of loss, Seller is responsible for credit, or other Tax attributes of ERC incurred in a Post-Effective Date Period, Parent shall promptly pay to Buyer the amount of such Apportioned refund or credit (or reduction) (together with any interest received from the Governmental Authority, net of any Taxes that are determined by multiplying Parent or its Affiliates incurs as a result of receiving such interest). If Parent or its Affiliate must return to a Taxing Authority such refund or credit (Aor other reduction in Taxes) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Parent has made payment under this Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.35.07(a)(5), any obligation arising out of Buyer shall indemnify Parent for such payment made under this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time5.07(a)(5).

Liability for Taxes. (a) Except to the extent treated as a liability (and therefore resulted in a reduction) in the calculation of the Final Purchase Price, Seller is responsible shall be liable for and will timely pay indemnify Buyer for all Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Company and Taxes arising or resulting from or in connection with the conduct Company ceasing to be a member of the Business Seller Group), (i) imposed on the Seller Group (other than the Company) for any taxable year, (ii) imposed on the Company or for which the ownership Company may otherwise be liable for any taxable year or use period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Except to the extent treated as an asset in the calculation of the Purchased Assets attributable Purchase Price, Seller shall be entitled to any Tax refund of Taxes of the Company for any tax period or portion thereof ending on or before the Closing Date (a “Pre-Closing Period”) other than or for which Seller was otherwise responsible. To the extent permitted by Law, Buyer shall waive any Assumed Liability. Buyer is responsible carrybacks for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning periods ending after the Closing Date (to a “PostPre-Closing Tax Period and Seller shall pay to Buyer the amount of any Tax benefit actually received attributable to any carryback to a Pre-Closing Tax Period”) , provided that Seller shall have no obligation to make any claims for refunds or amend any Tax Return with respect to such carrybacks unless Seller is otherwise filing an amended Tax Return or other claim for refund for the period of the carryback. Seller shall be deemed to have actually realized a Tax benefit to the extent that, and any at such time as, the amount of Taxes payable by Seller is reduced below the amount of Taxes that are an Assumed LiabilitySeller would be required to pay but for the carryback, provided that Seller shall be treated as utilizing such carrybacks after utilizing all other available Tax attributes. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate Except to the extent arising from a breach of representation or similar payment received by covenant of Seller or from obligations set forth herein, Buyer shall be liable for and indemnify Seller for the Taxes of the Company for any Apportioned Taxestaxable year or period that begins after the Closing Date and, will be apportioned between Seller with respect to any taxable year or period beginning before and Buyer as follows: (i) For Apportioned Taxes measured by ending after the amount or level of any item (including such taxes as are measured by the value of intangibles)Closing Date, Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on such taxable year beginning after the Closing Date and the denominator Date. Buyer shall be entitled to any refund of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of BuyerCompany received for such periods. (c) For purposes of Sections 8.01(a) and (b) and, whenever it is necessary to determine the liability for Taxes of the Company for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Company had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (d) If a Section 338(h)(10) Election is not made, Seller’s payment obligations hereunder shall be net of any Tax benefit actually realized by the Indemnified Party. (i) Seller shall file or cause to be filed when due all federal Tax Returns and Combined Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on or before the Closing Date and, except to the extent treated as a liability in the calculation of the Purchase Price, shall pay any Taxes due in respect of such federal Tax Returns and Combined Tax Returns, and (ii) Seller shall file or cause to be filed when due all Tax Returns that are required to be filed on or before the Closing Date by or with respect to the Company for taxable years ending on or before the Closing Date and shall pay any Taxes due in respect of such Tax Returns. (f) Buyer shall file or cause to be filed when due all Tax Returns (other than the Tax Returns referred to in Sections 8.01(d)(i) or (d)(ii)) required to be filed by or with respect to the Company after the Closing Date with respect to any Pre-Closing Tax Period. Any such Return shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted by Buyer to Seller for Seller’s approval (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least ten (10) business days prior to the due date (including extensions) of such Tax Return, provided that Buyer shall not be required to prepare such Returns in a manner consistent with past practice, and it may change any election or any accounting method, and it shall not be required to obtain Sellers approval, to the extent that Buyer waives its right to be indemnified by Seller from any liability arising by reason of any item, election, or method that differs from past practice. Buyer agrees to make such changes in such Tax Returns as Seller shall reasonably request, provided that Buyer will not be required to make any such reasonable changes to the extent that it agrees to release Seller from its obligation to indemnify Buyer for any Taxes arising by reason of Buyer’s failure to accept such proposed change. To the extent Seller is responsible for such Tax under this Article 8, Seller shall pay the amount due on the Tax Return to Buyer two (2) Business Days prior to the date that the Tax becomes due. (g) Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of its affiliates or the Company of written notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments or other proceedings (including Tax contests) (“Tax Proceedings”) with respect to Pre-Closing Tax Periods of the Company, provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent Seller’s ability to defend against any such tax claim is materially prejudiced thereby. If Seller could have an indemnification obligation under this Agreement as a result of such Tax Proceeding, including as a result of any item that appears on the federal consolidated Tax Return or Combined Tax Return of Seller that includes a Pre-Closing Tax Period, then, with respect to the particular issue that could give rise to Seller’s indemnification obligation under the terms of this Agreement, Seller shall have the right to conduct and control the defense of such Tax Proceeding at its expense, whether such Tax Proceeding commenced before or commences after the Closing, and Buyer and the Company shall provide Seller with all necessary powers of attorney and other necessary documents and assistance to allow Seller to effectively conduct and control such defense, provided that Buyer shall be entitled to participate at its expense in the defense of any such claim which may be the subject of indemnification by Seller pursuant to Section 8.01(a) and provided further that Seller may not settle or compromise any issue that may materially affect the Tax liability of Buyer in a Post-Closing Tax Period without Buyer’s consent, which may not be unreasonably withheld. Buyer shall control the defense of any claim for Taxes other than income Taxes of the Seller Group or as described above, provided that Seller shall be entitled to participate at its expense in the defense of any claim which may be the subject of indemnification by Seller pursuant to Section 8.01(a); further, that Buyer may not settle or compromise any such claim without Seller’s consent, which may not be unreasonably withheld. Buyer may, however, settle or compromise any such claim without Seller’s consent if it agrees to release Seller of its indemnification obligation with respect to such claim. For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations provisions set forth in Sections 11.2 or 11.3), any obligation arising out this Article 8 shall apply mutatis mutandis to the control of this the defense of claims for Taxes under Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time10.04.

Liability for Taxes. (a) Seller is responsible The Selling Members shall be liable for and will timely covenant to pay any any: (A) Taxes arising or resulting from or in connection with the conduct of the Business imposed on Medfusion or the ownership Subsidiaries, or use of for which Medfusion or the Purchased Assets attributable to Subsidiaries may otherwise be liable, for any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Period”; (B) other than any Assumed Liability. Buyer is responsible Taxes resulting from, arising out of or based upon the Bayou Check-the-Box Election or as a result of the Bayou Check-the-Box Election not being effective in accordance with Section 7.05; and (C) Taxes resulting from, arising out of or based upon the Exchange Transaction; provided that the Selling Members shall not be liable for and will timely pay any Taxes arising or resulting from or specifically taken into account as a reduction in connection with determining the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed LiabilityAdjustment Amount. (b) The Parties agree that any Apportioned TaxesExcept as otherwise provided in this Agreement, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior Selling Members shall be liable for and covenant to pay Taxes to the Closingextent resulting from, by arising out of or based upon the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period, and (B) the Purchaser shall be liable for and covenants to pay Taxes to the extent resulting from, arising out of or based upon the Purchased Assets or the Assumed Liabilities for any taxable period (or the portion of any Straddle Period) that begins immediately after the Closing Date; provided, however, that Purchaser shall be liable for any Taxes specifically taken into account as a fractionreduction in determining the Adjustment Amount. (c) In the case of any Straddle Period, the numerator Taxes attributable to the portion of which is such Straddle Period ending on and including the number of calendar days in Closing Date, and the portion of the Straddle Period ending beginning immediately after the Closing Date, shall be determined on a “closing of the books basis” as of the close of business on the Closing Date Date, provided that in the case of real property, personal property, ad valorem and the denominator of which is similar Taxes such amount shall be determined on a per diem basis based on the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodDate. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (a) Seller is responsible Except as shown as a liability or reserve on the Balance Sheet, Stockholder shall be liable for, and indemnify each Buyer Group Member against, all Taxes imposed on the Company or for and will timely pay which the Company may otherwise be liable for any Taxes arising taxable year or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending that ends on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection and, with the conduct of the Business or the ownership or use of the Purchased Assets attributable respect to any Tax period beginning after Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed LiabilityDate. (b) The Parties agree that any Apportioned TaxesBuyer shall be liable for, and any refundindemnify Stockholder against, rebate or similar payment received by Seller or Buyer Taxes imposed on the Company for any Apportioned Taxestaxable year or period that begins after the Closing Date and, will be apportioned between Seller and Buyer as follows:with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. (ic) For Apportioned purposes of paragraphs (a) and (b) of this Section 11.1, ------------ whenever it is necessary to determine the liability for Taxes measured by of the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible Company for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fractionStraddle Period, the numerator determination of which is the number Taxes of calendar days in the Company for the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i)including, Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in and the portion of the Straddle Period ending on beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the denominator other which began at the beginning of which is the number day following the Closing Date, and items of calendar days in income, gain, deduction, loss or credit of the entire Company for the Straddle PeriodPeriod 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, provided, -------- however, that exemptions, allowances or deductions that are calculated on an ------- annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis. (iiid) All Apportioned Taxes that are not Stockholder will pay, and will indemnify Buyer and the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubtCompany against, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business any real property transfer or their ownership gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or use of the Purchased Assets, including Income Taxes arising out of other similar Tax imposed on the transactions contemplated in by this Agreement. (de) Notwithstanding Within 20 days after the date of this Agreement, Stockholder will deliver or cause to be delivered to Buyer true and complete copies of: (i) all income Tax Returns of the Company requested by Buyer, including applicable portions of Tax Returns of the Company Group; and (ii) any work papers or other provision contained supporting data requested by Buyer relating to "income Taxes payable" reflected in this Agreement the Audited Financial Statements and the Unaudited Financial Statements, relating to Tax Returns made available pursuant to (including the limitations set forth in Sections 11.2 or 11.3i), any obligation arising out of this Section 7.1 will or relating to Tax Returns referred to in (i) not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of timeyet filed.

Liability for Taxes. (a) Each of the Buyer and the Seller is shall bear and be responsible for fifty percent (50%) of any payments of, or reimbursement to Buyer for, any sales Tax, use Tax, real property transfer or gains Tax, asset transfer Tax, documentary stamp Tax or similar Tax, and will timely pay any Taxes arising recording and filing fees that are or resulting from may be imposed by any government or in connection with political subdivision thereof, attributable to the conduct sale or transfer of the Business Transferred Assets pursuant to this Agreement (collectively “Transfer Taxes”), notwithstanding the Party upon which such Taxes or fees are actually imposed. (b) All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the ownership or use Transferred Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the Seller, on one hand, and the Buyer, on the other, based on the number of days of such taxable period included in the Purchased Assets attributable to any Tax portion of such taxable period ending on or before the Closing Date (a the “Pre-Closing Tax Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct number of the Business or the ownership or use days of the Purchased Assets attributable to any Tax such taxable period beginning on and after the Closing Date (a the “Post-Closing Tax Period”) and any Taxes that are an Assumed Liability. (b) ). The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will shall be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible liable for the proportionate amount of such Apportioned Taxes that are determined by multiplying is attributable to the Pre-Closing Tax Period (Aexcept to the extent that the liability for such Taxes was accrued as a current liability in the calculation of Final Net Working Capital) and the Buyer shall be liable for the proportionate amount or level of such items immediately prior Taxes that is attributable to the ClosingPost-Closing Tax Period (except to the extent that payment or accrual for such Taxes was accrued as a current asset in the calculation of Final Net Working Capital). The Seller or the Buyer, as the case may be, shall provide reimbursement for any Tax paid by (B) one Party all or a fraction, the numerator portion of which is the number of calendar days in the portion responsibility of the Straddle Period ending on other Party in accordance with the Closing Date terms of this Section 6.1(b). Upon receipt of any xxxx or payment of any amount with respect to any such Taxes for which it is entitled to reimbursement under this Section 6.1(b), each of the Seller and the denominator of which is Buyer shall present a statement to the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for other setting forth the amount of reimbursement to which each is entitled under this Section 6.1(b) together with such Apportioned Taxes that are determined supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by multiplying (A) the amount Party owing it to the other within 10 business days after delivery of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodstatement. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (ai) Seller is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct Pursuant to Article VIII, each of the Business Company and the Sellers shall indemnify and hold harmless the Buyer from and against each of the following: (A) all Taxes assessed against the Company or the ownership Sellers attributable to a Pre-Closing Period or use (B) any liability of the Purchased Assets attributable to Company or the Sellers for Taxes for any Tax period ending on or before the Closing Date (a “Pre-Closing Period”; provided, however, that none of the Company or the Sellers shall be liable for (x) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising imposed on the Company or the Sellers as a result of transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing; (y) the negligence, delay or bad faith of Buyer or its Affiliates; or (z) Buyer’s late filing of any Tax Return or late payment of any Taxes. (ii) Pursuant to Article VIII, Buyer shall indemnify and hold harmless each of the Company and the Sellers from and against all assessed Taxes applicable to the Buyer or the Company relating to each of the following: (A) attributable to taxable years or periods beginning immediately after the Closing on the Closing Date, and including specifically, any assessed Taxes resulting from changes implemented by Buyer or the Company following Closing relating to intercompany payments and transactions between any of CMG, its Subsidiaries, and their respective officers and employees, (B) transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing, and (C) resulting from Tax obligations, attributable to the negligence, delay or bad faith of Buyer or its Affiliates; or (D) resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to Buyer’s late filing of any Tax Return or late payment of any Taxes. (iii) For purposes of Section 6.2(a)(i) and Section 6.2(a)(ii), whenever it is necessary to determine the liability for Taxes for a period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned TaxesDate, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will such liability shall be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) assuming that the amount year in which the Closing Date falls consisted of two taxable years or level periods, one which ended at the close of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the year of the Closing Date shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the relevant books were closed at the close of the Closing Date; provided, however, that (A) transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, and (B) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis and Taxes that are computed on a periodic basis, such as property Taxes, shall also be so apportioned on a daily basis. Notwithstanding the foregoing provisions of this paragraph (iii), if the transactions contemplated by this Agreement result in the reassessment of the value of any property owned by the Company, or the Sellers or Affiliates for property Tax purposes, or the imposition of any property Taxes at a rate which is different than the number rate that would have been imposed if such transactions had not occurred, then (x) the portion of calendar days in such property Taxes for the entire Straddle Period. portion of the year ending on and including the Closing Date shall be determined on a daily basis, using the assessed value and Tax rate that would have applied had such transactions not occurred, and (iiy) For all Apportioned the portion of such property Taxes not for the portion of such year beginning after the Closing Date shall be the total property Taxes for the year minus the amount described in clause (x) of this sentence. Sales and use Taxes (and their foreign equivalents, including value added taxes) shall be deemed to accrue in accordance with GAAP. (iv) The Company or Sellers, on one hand, and Buyer on the other hand, as the case may be, shall provide reimbursement for any Tax paid by one Party which is the responsibility of the other Party in accordance with the terms of this Section 6.2(a). Within a reasonable time prior to the payment of any such Tax, the Party paying such Tax shall give written notice to the other Party of the Tax payable and the amount which is the liability of each Party, although failure to do so will not relieve the other Party of its liability hereunder. Subject to the delivery of prior written notice of the payment of any such Tax, the Party required to provide reimbursement hereunder shall pay such amount on the later to occur of (i) the date payment is made by the Party paying such Tax and (ii) five Business Days after receipt of such prior written notice. (v) 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, gain, loss, deduction, credit or amount of Tax that results in an increase in Tax liability for which the Company, or the Sellers or Affiliates would otherwise be liable pursuant to this Section 6.2(a), Seller is responsible and such change results in a decrease in the Tax liability of Buyer for any taxable year or period beginning after the Closing Date, the Sellers shall be liable only for the net amount of such Apportioned Taxes that are determined increase after taking into account such decrease in accordance with the provisions of this Section 6.2(a) (and, to the extent such increase in Tax liability is paid to a taxing authority by multiplying (A) the Sellers or any Affiliate thereof, Buyer shall pay the Sellers an amount of equal to such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Perioddecrease). (iiivi) All Apportioned Taxes that are not Notwithstanding anything to the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated contrary in this Agreement. (d) Notwithstanding , nothing in Section 3.8 shall cause the Company, or the Sellers or Affiliates to be liable to Buyer for any other provision contained in this Agreement (including amounts relating to any Taxes for which the limitations set forth in Sections 11.2 Company, or 11.3), any obligation arising out of the Sellers or Affiliates is not expressly liable pursuant to this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time6.2.

Liability for Taxes. (a) Seller is Except for any Transfer Taxes for which SPLC and Triton are jointly responsible pursuant to Section 5.3, Triton shall be liable for, and shall indemnify, defend and hold harmless SPLC from any unpaid Taxes imposed on or incurred by or with respect to the Assets, attributable to any taxable period ending on or prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. (b) SPLC shall be liable for and will timely pay shall indemnify, defend and hold harmless the Triton Indemnified Parties from any Taxes arising imposed on or resulting from incurred by or in connection with respect to the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax taxable period beginning after the Closing Date (a “Post-or portion thereof to the extent occurring after the Closing Period”) and any Taxes that are an Assumed LiabilityDate. (bc) The Parties agree that For purposes of this Article V, the amount of any Apportioned TaxesTaxes imposed on or incurred by or with respect to the Assets for a taxable period beginning before and ending after the Closing Date which is allocable to the period ending on or prior to the Closing Date, and any refundexcept to the extent the allocation is otherwise prescribed by Applicable Law or agreement in effect as of the date hereof, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will shall be apportioned between Seller and Buyer as follows: : (i) For Apportioned for any ad valorem, property or other Taxes measured by the imposed on a periodic basis, such amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for shall be deemed to be the amount of such Apportioned Taxes that are determined Tax for the entire Tax period multiplied by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period Tax period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Tax period, and (ii) For all Apportioned for any Taxes not that are based upon or related to income or receipts or imposed on a transactional basis (other than any Taxes described in clause (i) above), Seller is responsible for such amount shall be deemed to be the amount of such Apportioned Taxes that are determined by multiplying Tax arising from any transactions occurring on or prior to the Closing Date. For purposes of clause (Ai) of the immediately preceding sentence, the period for any such Tax shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Tax and shall end on the day before the next such date. The amount of such Apportioned any Taxes imposed on or incurred by or with respect to the Assets for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period taxable period beginning before and ending on after the Closing Date and the denominator of which is not allocable to the number of calendar days in period ending on or prior to the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller Closing Date pursuant to this Section 7.1(b)(i5.1(c) through Section 7.1(b)(ii) hereof shall be allocable to the responsibility of Buyer. (c) For period beginning after the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this AgreementClosing Date. (d) Notwithstanding If SPLC receives a refund of any other provision contained Taxes that Triton is responsible for hereunder, or if Triton receives a refund of any Taxes that SPLC is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party which has responsibility for such Taxes hereunder. The Parties shall cooperate in this Agreement order to take all necessary and reasonable steps to claim any such refund. (including e) For federal income tax purposes, the limitations set forth in Sections 11.2 or 11.3)Parties agree to report any payments with respect to Section 5.1, any obligation arising out of this Section 7.1 will not be subject 6.1 and Section 6.2 as an adjustment to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of timethe consideration from SPLC to Triton.

Liability for Taxes. (ai) Seller is responsible shall be liable for and will timely pay pay, and agrees to indemnify and hold harmless each Buyer Group Member from and against, any and all Taxes arising imposed on Seller or resulting from or in connection with the conduct any of the Business Companies, or the ownership for which Seller or use any of the Purchased Assets attributable to Companies may otherwise be liable, for any Tax taxable year or period ending that ends on or before the Closing Cut-Off Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection and, with the conduct of the Business or the ownership or use of the Purchased Assets attributable respect to any Tax period beginning after Straddle Period, the Closing Date portion of such Straddle Period ending on and including the Cut-Off Date. Seller shall be entitled to any refund of (a “Post-Closing Period”or credit for) and any Taxes that are an Assumed Liabilityfor which it is liable under this Agreement. (bii) The Parties agree that any Apportioned TaxesBuyer shall be liable for and pay, and agrees to indemnify and hold harmless each Seller Group Member from and against, any refundand all Taxes imposed with respect to the Business, rebate or similar payment received by Seller or Buyer the Assets and the Assumed Liabilities for any Apportioned Taxestaxable year or period that begins after the Cut-Off Date and, will with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date. Buyer shall be apportioned between Seller and Buyer as follows:entitled to any refund of (or credit for) Taxes for which it is liable under this Agreement. (iiii) For Apportioned purposes of Sections 8.2(a)(i) and (ii), any Straddle Period shall be treated on a "closing of the books" basis as two partial periods, one ending on the Cut-Off Date and the other beginning immediately after the Cut-Off Date; provided, however, that Taxes measured imposed on a periodic basis shall be allocated pro rata on a daily basis. Notwithstanding the preceding sentence, if the transactions contemplated by this Agreement result in the amount or level reassessment of any item (including such taxes as are measured by the value of intangibles)any of the Assets for property Tax purposes, Seller is responsible for or the amount imposition of any property Taxes on such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) Assets at a fraction, the numerator of rate which is different than the number of calendar days in rate that would have been imposed if such transactions had not occurred, then (y) the portion of such property Taxes for the portion of such Straddle Period ending on the Closing Cut-Off Date shall be (1) allocated pro rata on a daily basis, using the assessed value and Tax rate that would have applied had such transactions not occurred, plus (2) 50% of any Incremental Property Taxes, and (z) the denominator portion of which is such property Taxes for the number portion of calendar days in such Straddle Period beginning immediately after the entire Cut-Off Date shall be the total property Taxes for such Straddle Period. (ii) For all Apportioned Taxes not Period minus the amount described in clause (iy), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iiiiv) All Apportioned Notwithstanding anything herein to the contrary, Buyer agrees to pay, and agrees to indemnify and hold harmless each Seller Group Member from and against, 50 percent of any and all real property transfer or gains Taxes, sales Taxes, use Taxes, stamp Taxes, stock transfer Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income or other similar Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of imposed on the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in by this Agreement (including the limitations set forth in Sections 11.2 or 11.3collectively, "Transfer Taxes"), and Seller agrees to pay, and agrees to indemnify and hold harmless each Buyer Group Member from and against 50 percent of any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of timeand all Transfer Taxes.

Liability for Taxes. (ai) Seller is responsible Except as shown as a liability or reserve on the Balance Sheet, the Management Stockholders shall be liable for and will timely pay any indemnify CMS Energy, the Surviving Corporation and their subsidiaries (collectively, the "Tax Indemnitees") for all Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to imposed on any Tax Indemnitee (or for which a Tax Indemnitee may otherwise be liable) arising from the assets or activities of Terra and its Subsidiaries for any taxable year or period ending of Terra or its Subsidiaries that ends on or before the Closing Balance Sheet Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection and, with the conduct of the Business or the ownership or use of the Purchased Assets attributable respect to any Tax taxable year or period beginning before and ending after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned TaxesBalance Sheet Date, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period such taxable year ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodBalance Sheet Date. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible The Tax Indemnitees shall be liable for and indemnify the Management Stockholders for the amount Taxes of such Apportioned Taxes Terra and its Subsidiaries for any taxable year or period that are determined by multiplying (A) begins after the amount of such Apportioned Taxes for Balance Sheet Date and, with respect to any taxable year or period beginning before and ending after the entire Straddle PeriodBalance Sheet Date, by (B) a fraction, the numerator of which is the number of calendar days in the portion of such taxable year or period beginning after the Straddle Period ending Balance Sheet Date. Notwithstanding the preceding sentence, the Management Stockholders shall be liable for and indemnify the Tax Indemnitees for 63% of any Taxes imposed on any Tax Indemnitee (or for which a Tax Indemnitee may otherwise be liable) arising from the Closing Date and disallowance of a deduction for the denominator payments described in Section 6.6(a)(xiii)(B), (C) or (D) or Section 7.5(b). For purposes of which is the number preceding sentence, no effect shall be given to the use of calendar days in credits allowable pursuant to Sections 29 or 53 of the entire Straddle PeriodCode. (iii) All Apportioned For purposes of paragraphs (a)(i) and (a)(ii), whenever it is necessary to determine the liability for Taxes of Terra and its Subsidiaries for a portion of a taxable year or period that begins before and ends after the Balance Sheet Date, the determination of the Taxes of Terra and its Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Balance Sheet Date shall be determined by assuming that Terra and its Subsidiaries had a taxable year or period which ended at the close of the Balance Sheet Date, except that exemptions, allowances or deductions that are not calculated on an annual basis, such as the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof deduction for depreciation, shall be the responsibility of Buyerapportioned on a daily basis. (civ) For the avoidance of doubtThe Management Stockholders shall be liable for all transfer, Seller and Buyer are each responsible for their own Income sales, use or similar Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of from the transactions contemplated in this Agreementby Section 6.6(b). (dv) Notwithstanding Within twenty (20) days after the execution of this Agreement, the Stockholders shall deliver or cause to be delivered to CMS Energy or its designee true and complete copies of: (A) all income Tax Returns of Terra and its Subsidiaries requested by CMS Energy or its Subsidiaries; (B) any other provision contained Tax Returns of Terra and its Subsidiaries requested by CMS Energy or its Subsidiaries, as may be relevant to Terra and its Subsidiaries and their assets and operations; and (C) any work papers or other supporting data requested by CMS Energy or its subsidiaries relating to "income taxes payable" or similar line item reflected in this Agreement the Statement of Income or Balance Sheet relating to Tax Returns made available pursuant to (including the limitations set forth in Sections 11.2 A) or 11.3(B), or relating to Tax Returns referred to in (A) or (B) not yet filed, to the extent copies of such Tax Returns, work papers or other data are in existence and in the possession of Terra at the time of such request. (vi) Surviving Corporation and Subsidiaries shall be entitled to retain any obligation arising out refund or credit of this Section 7.1 will not be subject Taxes (and interest thereon) attributable to any limits a carryback of minimum losses, credits or maximum amounts, measurement of aggregate amount of Losses other similar items from a taxable year or any limit of timeperiod that ends after the Balance Sheet Date to a taxable year or period that ends on or before the Balance Sheet Date.

Liability for Taxes. From and after the Book Close, Sellers shall indemnify Buyer and its affiliates (aincluding HHI), and hold them harmless from and against, any losses imposed on or incurred by Buyer or its affiliates (including HHI), directly or indirectly, by reason of or resulting from any and all Taxes imposed upon HHI with respect to or pursuant to (i) Seller any Pre-Closing Period and (ii) any taxable period beginning on or before the Book Close and ending after the Book Close (a "Straddle Period"), but only with respect to the portion of such Straddle Period ending the day before the Book Close (such portion, a "Pre-Closing Straddle Period"), and not for any losses or Taxes of HHI or any Affiliate of Buyer resulting from the consummation of any transaction contemplated by this Agreement. If there is responsible a net refund received by HHI that is reflected on a Tax Return for a Pre-Closing Period or a Pre-Closing Straddle Period, the Buyer shall promptly pay, or cause HHI to pay, the amount of such net refund to the Sellers. From and will timely pay after the Book Close, Buyer shall indemnify Sellers and hold Sellers harmless from and against all losses imposed on or incurred by Sellers, directly or indirectly, by reason of or resulting from any and all Taxes imposed on HHI (i) with respect to or pursuant to any taxable period commencing on the Book Close, (ii) the portion of any Straddle Period commencing on the Book Close and (iii) any Taxes arising or imposed on HHI resulting from or any transaction contemplated by this Agreement. For purposes of this Section 6.7, in connection with the conduct case of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxesimposed on a periodic basis and are payable for the Straddle Period, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: the portion of such Tax which relates to the Pre-Closing Straddle Period shall (i) For Apportioned Taxes measured by in the amount or level case of any item (including such taxes as are measured by the value of intangibles)Taxes other than Taxes based upon or related to income or receipts, Seller is responsible for be deemed to be the amount of such Apportioned Taxes that are determined Tax for the entire taxable period multiplied by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period taxable period ending on the Closing Date day before the Book Close and the denominator of which is the number of calendar days in the entire Straddle Period. taxable period, and (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period, including the taxable year of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle PeriodHeritage MLP, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending ended on the Closing Date and day before the denominator of which is the number of calendar days in the entire Straddle PeriodBook Close. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (a) Each Seller is responsible (severally and not jointly) shall be liable for and will timely pay defend and hold Buyer harmless from, its Pro Rata Portion of Seller Taxes. Sellers shall be entitled to any Taxes arising refund of (or resulting from credit in lieu of a refund of) Seller Taxes, but only to the extent such refund was not taken into account as an asset in the determination of the adjustment to the Cash Consideration under ARTICLE II. Buyer shall, and shall cause its Affiliates to take such steps as may be reasonably available to secure any such refund or in connection credit, including through the filing of amended Tax Returns. Buyer shall inform Sellers’ Representative shortly after the end of each calendar year as to whether any such refund or credit is, or with the conduct taking of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liabilityaction would be, available. (b) The Parties agree that any Apportioned TaxesAs between Sellers and Buyer, Buyer shall be liable for and any refund, rebate pay (or similar payment received by Seller or Buyer for any Apportioned Taxes, will cause to be apportioned between Seller and Buyer as follows: paid) (i) For Apportioned all Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending imposed on the Closing Date Company or any Subsidiary for any Post-Effective Time Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of BuyerExcluded Taxes. (c) For Whenever it is necessary to determine the avoidance of doubt, Seller and Buyer are each responsible liability for their own Income Taxes arising out of their conduct of the Business Company or their ownership any Subsidiary for the portion of a Straddle Period that ends on or use before the Effective Time, and the portion of a Straddle Period that begins after the Effective Time, the determination shall be made by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of June 30, 2016 and the other which began at the beginning of July 1, 2016, and items of income, gain, deduction, loss or credit of the Purchased Assets, including Income Taxes arising out Company or such Subsidiary for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the transactions contemplated in this Agreementbooks basis” by assuming that the books of the Company or such Subsidiary were closed at the close of June 30, 2016; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. (d) Notwithstanding Severance Taxes shall be deemed attributable to the period during which the production of the Hydrocarbons with respect to such Severance Taxes occurred, and liability therefor shall be allocated to Sellers for any other provision contained Severance Taxes attributable to any Pre-Effective Time Tax Period, and to Buyer for any Severance Taxes attributable to any Post-Effective Time Tax Period. (e) Property Taxes shall be deemed attributable to the period during which ownership of the applicable Properties gives rise to liability for such Property Taxes, and liability therefor allocated to Sellers for (i) all Tax Periods ending prior to the Effective Time and (ii) the portion of any Straddle Period ending immediately prior to the Effective Time, and to Buyer for (A) all Tax Periods beginning at or after the Effective Time and (B) the portion of any Straddle Period beginning at the Effective Time. For purposes of determining the allocations described in this Agreement Section 6.1(e), Property Taxes pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Property Tax based on the number of days in the applicable Straddle Period that occur immediately before the date on which the Effective Time occurs, on the one hand, and the number of days in such Straddle Period that occur on or after the date on which the Effective Time occurs, on the other hand. (f) To the extent the actual amount of Production Tax is not determinable at the time an adjustment to the Base Purchase Price is to be made with respect to such Production Tax pursuant to Section 2.2 and/or Section 9.1, as applicable, (i) the Parties shall utilize the most recent information available in estimating the amount of such Production Tax for purposes of such adjustment, and (ii) upon the later determination of the actual amount of such Production Tax, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Production Tax that is allocable to such Party under this Section 6.1. (g) Buyer shall be entitled to all rights to any refunds of Production Taxes allocable to Buyer pursuant to this Section 6.1 regardless of when received. Sellers shall be entitled to all rights to any refunds of Production Taxes allocable to Sellers pursuant to this Section 6.1. If a Party or any of its Affiliates receives a refund of Production Taxes to which the other Party is entitled pursuant to this Section 6.1, such receiving Party shall forward to the other Party the amount of such refund within thirty (30) days after such refund is received, net of any reasonable costs or expenses incurred by such receiving Party in procuring such refund. If any payment pursuant to this Section 6.1 is subsequently reduced or disallowed, the Party receiving such payment shall indemnify and hold harmless the Party making such payment (and its Affiliates) from and against any Loss that is attributable to such reduction or disallowance. (h) All indemnities under this Section 6.1 and ARTICLE X shall be calculated on an after-tax basis taking into account all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized by the limitations set forth indemnified party as a result of the event giving rise to such indemnity. All calculations shall be made at the time of the relevant indemnification payment using reasonable assumptions (as agreed to by the indemnifying Party and indemnified Party) and present value concepts (using a discount rate equal to the applicable federal rate in Sections 11.2 or 11.3effect at the time of the indemnified event using semi-annual compounding); provided, any obligation arising out of this Section 7.1 will however, that Buyer shall not be subject required to disclose to Sellers the Tax Returns of Buyer or its Affiliates in support of any limits calculation of minimum or maximum amounts, measurement of aggregate the after tax amount of Losses any indemnity, but upon Sellers’ Representative’s request, such Tax Returns shall be provided to an independent, nationally recognized, accounting firm that is acceptable to both Parties that will review such Tax Return and inform the Parties whether the calculation by Buyer is consistent with such Tax Returns, without disclosing such Tax Returns to Sellers (the fees of the accounting firm shall be shared equally between the Parties). (i) Notwithstanding anything to the contrary herein, Sellers and Buyer agree that Sellers make no representation, warranty, and provide no other assurance or indemnity, with respect to the amount of any Tax Attributes of the Company or any limit Subsidiary, or with respect to the availability on and after the Closing Date of timeany Tax Attribute of the Company or any of its Subsidiaries.

Liability for Taxes. (ai) Seller is responsible Sellers shall be liable for and will timely pay pay, and pursuant to Article VIII (and subject to the limitations thereof), each Seller agrees to indemnify and hold harmless each Buyer Group Member from and against, any Taxes arising or resulting from or in connection with the conduct imposed on any of the Business Acquired Companies for any taxable year or the ownership or use of the Purchased Assets attributable to any Tax period ending 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, however, that 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 the Closing Date Working Capital, (B) any Taxes imposed on any of the Acquired Companies or for which any of the Acquired Companies may otherwise be liable as a result of transactions occurring on the Closing Date 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 that result from Buyer, any Affiliate of Buyer, or any 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 any Company for Tax purposes, and (D) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of any of the Acquired Companies by Buyer (Taxes described in this proviso, hereinafter “Pre-Excluded Taxes”). Sellers shall be entitled to any refund of (or credit for) Taxes allocable 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. Upon the request of Sellers, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other than documents claiming any Assumed Liability. refunds to which Sellers are entitled pursuant to the preceding sentence. (ii) Buyer is responsible shall be liable for and will timely pay pay, and pursuant to Article VIII (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes arising or resulting from or in connection with the conduct imposed on any of the Business Acquired Companies, or the ownership or use for which any of the Purchased Assets attributable Acquired Companies may otherwise be liable, for any taxable year or period that begins after the Closing Date and, with respect to any Tax period Straddle Period, the portion of such Straddle Period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (ai) Seller is responsible KCC shall be liable for and will timely pay shall make payment of any Taxes arising or resulting from or in connection with the conduct Tax on account of the Business or the ownership or use of the Purchased Assets attributable to NPI Companies for any Tax period ending on or before prior to the Closing Date Distribution Date. Except as otherwise provided in Section 3(a)(vi), KCC shall be entitled to receive any refund of such Taxes for any such Tax periods. All reasonable costs and expenses incurred in preparing and filing the Tax Returns reporting such Tax shall be paid by KCC. Refunds of Taxes paid by KCC, if any, received by NPI shall be remitted to KCC within thirty (a “Pre-Closing Period”30) other than any Assumed Liabilitydays following receipt. Buyer is responsible KCC shall indemnify and hold harmless NPI for the Taxes described in this paragraph (i). (ii) NPI shall be liable for and will timely pay shall make payment of any Taxes arising or resulting from or in connection with the conduct Tax on account of the Business or the ownership or use of the Purchased Assets attributable to NPI Companies for any Tax period beginning after the Closing Date Distribution Date. NPI shall be entitled to receive any refund of such Taxes for any such Tax periods. Refunds of Taxes paid by NPI, if any, received by KCC shall be remitted to NPI within thirty (a “Post-Closing Period”30) days following receipt. NPI shall indemnify and any hold harmless KCC for the Taxes that are an Assumed Liabilitydescribed in this paragraph (ii). (biii) The Parties agree that NPI shall file all Straddle Period Tax Returns and pay any Apportioned TaxesTax shown as due and owing thereon. In the case of any Straddle Period, KCC and NPI will elect, to the extent permitted under applicable law, to treat the Distribution Date as the last day of the taxable period of the relevant entity and the liability for Taxes shall be apportioned to the Pre-Distribution Period based on the “closing of the books” method described in Treas. Reg. §1.1502-76(b)(2)(i) or any refundsimilar provision of state, rebate local or similar payment received by Seller foreign law. In any case where applicable law does not permit the parties to treat the Distribution Date as the last day of the taxable year or Buyer for period, any Apportioned Taxes, Taxes arising out of or relating to a Straddle Period will be apportioned between Seller to the Pre-Distribution Period based on a closing of the books of the relevant entity; provided, however, that (a) exemptions, allowances or deductions that are calculated on an annualized basis (including depreciation, amortization and Buyer as follows: depletion deductions) will be apportioned on a daily pro rata basis and (ib) For Apportioned Taxes measured by solely for purposes of determining the amount or marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of any item income, annualized income will be taken into account. Notwithstanding the foregoing, Taxes imposed on a periodic basis (including such taxes as are measured by e.g., property taxes) will be apportioned to the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined Pre-Distribution Period by multiplying (A) the amount or level of such items immediately prior to the Closing, Taxes by (B) a fraction, the numerator of which is the number of calendar days in the portion of period falling within the Straddle Pre-Distribution Period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire period upon which the Tax is imposed. KCC shall indemnify NPI for those Taxes that are apportioned to the Pre-Distribution Period, and shall be entitled to any refunds thereof. NPI shall pay the Tax due on all Straddle PeriodPeriod Tax Returns, but will be entitled to receive any refund of those Taxes to the extent they are not owed to KCC. (iiiv) For all Apportioned Taxes not described in clause (iWith respect to any Straddle Period Tax Returns to be filed by NPI after the Distribution Date pursuant to Section 3(a)(iii), Seller is responsible for NPI shall provide KCC with a written request showing in reasonable detail the calculation of the amount of such Apportioned KCC’s Taxes (and any other amounts) owing by KCC to NPI pursuant to this Agreement 30 days prior to the due date for filing the Return. KCC shall provide its comments to NPI and shall pay to NPI any amount not in dispute at least 15 days prior to the due date for filing the return. In the event that are determined by multiplying (A) KCC disagrees with a position taken on the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fractionReturn, the numerator parties shall resolve their dispute in accordance with Section 7 of which is this Agreement; provided however that any matter in dispute 10 days prior to filing the number of calendar days Return shall be submitted to a third party in accordance with Section 7 for resolution before the portion due date of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodReturn. (iiiv) All Apportioned Taxes that are not Notwithstanding the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof foregoing, KCC shall be the responsibility liable for Restructuring Taxes imposed solely as a result of Buyer. (c) For the avoidance a KCC Tainting Act. NPI shall be liable for Restructuring Taxes imposed solely as a result of doubt, Seller an NPI Tainting Act. KCC and Buyer are NPI shall each responsible for their own Income Taxes arising out of their conduct bear 50% of the Business or their ownership or use of liability for Restructuring Taxes in the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreementevent there is both a KCC Tainting Act and an NPI Tainting Act. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time.

Liability for Taxes. (ai) Seller is responsible for shall be liable for, shall pay (or caused to be paid) and will timely pay any shall indemnify and hold harmless Buyer from and against all Taxes arising imposed on the Acquired Entities or resulting from or in connection on Seller with the conduct of respect to the Business or for (A) any taxable period ending prior to the ownership or use of the Purchased Assets attributable Closing Date and, (B) with respect to any Tax taxable period beginning before and ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Straddle Period”), the portion of such Straddle Period ending at the close of the day before the Closing Date, in the manner described in Section 5.17(a)(iii). (ii) Buyer shall be liable for, shall pay (or cause to be paid) and shall indemnify and hold harmless the Seller Indemnified Parties from and against all Taxes imposed on the Acquired Entities or on Buyer or any Acquired Entity in respect of the Business (A) for any taxable period beginning on or after the Closing Date and, (B) with respect to any Straddle Period, the portion of such Straddle Period beginning on and including the Closing Date. (iii) For purposes of this Section 5.17, to the greatest extent permitted by Law or administrative practice, the parties shall cause the taxable year of each of the Acquired Entities for purposes of any Tax to close on the day before the Closing Date. Whenever it is necessary to determine the liability for Taxes that are an Assumed Liability. (b) The Parties agree that any Apportioned Taxespayable with respect to a Straddle Period, and any refundexcept as provided in the following sentence, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows: (i) For Apportioned Taxes measured by the amount or level of any item such Taxes that is allocable to the portion of such period ending on the day before the Closing Date shall be deemed equal to the amount that would be payable if the taxable year ended on the day before the Closing Date (for clarification purposes, an interim closing of the books). In the case of Taxes imposed on a periodic basis (including such taxes as are measured by the value of intangibles)real and personal property Taxes) for a Straddle Period, Seller is responsible shall be liable for the product of the amount of such Apportioned Taxes that are for the Straddle Period (or, in the case of such Taxes determined by multiplying (A) on an arrears basis, the amount or level of such items Taxes for the immediately prior to the Closing, by (Bpreceding Tax period) and a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on up to, but not including, the Closing Date Date, and the denominator of which is the number of calendar days in the entire period, and Buyer shall be liable for the remaining amount of such Taxes. In the case of any franchise Tax or other Tax providing the right to do business, such Tax shall be allocated to the 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 period is obtained by the payment of such Tax. For purposes of any Tax that is payable for a Straddle PeriodPeriod (including real and personal property Taxes), the Buyer shall be responsible for the timely payment of such Taxes and Buyer shall notify Seller of the proration of such Taxes as set forth herein. Seller shall pay to Buyer its share of such Taxes at least two (2) days prior to the due date for such Taxes (or, if later, within five (5) days following receipt of the notice of billing). (iiiv) For Notwithstanding anything in this Agreement to the contrary, each of Seller and Buyer shall be liable for, shall pay (or cause to be paid) and shall indemnify and hold harmless the other from and against one-half (1/2) of any Transfer Taxes. Buyer shall prepare and timely file (or cause to be prepared and timely filed) when due all Apportioned Tax Returns required to be filed in respect of Transfer Taxes not described and shall remit (or cause to be remitted) to the applicable taxing authorities the Transfer Taxes shown to be due in clause (i), Seller is responsible for the amount respect of such Apportioned Taxes that are determined by multiplying (A) the amount Tax Returns, and shall provide Seller proof of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days payment. Seller shall reasonably cooperate with Buyer in the portion preparation and filing of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodany such Tax Returns. (iiiv) All Apportioned Taxes that are not the responsibility The obligations of Seller to indemnify and hold harmless Buyer, on the one hand, and the obligations of Buyer to indemnify and hold harmless the Seller Indemnified Parties, on the other hand, pursuant to this Section 7.1(b)(i5.17(a) through Section 7.1(b)(iishall terminate sixty (60) hereof days after the expiration of the applicable statute of limitations; provided, however, that if there is no applicable statute of limitations, such obligations shall be terminate on the responsibility third anniversary of Buyerthe Closing Date. (cvi) For the avoidance of doubt, Whenever Seller and shall be required to pay to Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in Buyer shall be required to pay to any Seller Indemnified Party an amount pursuant to this Agreement. (d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3Section 5.17(a), any obligation arising out such payments shall be made on the later of this Section 7.1 will not be subject ten (10) Business Days after such payments are requested or two Business Days before the requesting party is required to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of timepay the related Tax liability.

Liability for Taxes. (ai) Seller is responsible shall be liable for and will timely pay pay, and agrees to indemnify and hold harmless each Buyer Group Member from and against, any and all Taxes arising imposed on Seller or resulting from or in connection with the conduct any of the Business Companies, or the ownership for which Seller or use any of the Purchased Assets attributable to Companies may otherwise be liable, for any Tax taxable year or period ending that ends on or before the Closing Cut-Off Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection and, with the conduct of the Business or the ownership or use of the Purchased Assets attributable respect to any Tax period beginning after Straddle Period, the Closing Date portion of such Straddle Period ending on and including the Cut-Off Date. Seller shall be entitled to any refund of (a “Post-Closing Period”or credit for) and any Taxes that are an Assumed Liabilityfor which it is liable under this Agreement. (bii) The Parties agree that any Apportioned TaxesBuyer shall be liable for and pay, and agrees to indemnify and hold harmless each Seller Group Member from and against, any refundand all Taxes imposed with respect to the Business, rebate or similar payment received by Seller or Buyer the Assets and the Assumed Liabilities for any Apportioned Taxestaxable year or period that begins after the Cut-Off Date and, will with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date. Buyer shall be apportioned between Seller and Buyer as follows:entitled to any refund of (or credit for) Taxes for which it is liable under this Agreement. (iiii) For Apportioned purposes of Sections 8.2(a)(i) and (ii), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending on the Cut-Off Date and the other beginning immediately after the Cut-Off Date; provided, however, that Taxes measured imposed on a periodic basis shall be allocated pro rata on a daily basis. Notwithstanding the preceding sentence, if the transactions contemplated by this Agreement result in the amount or level reassessment of any item (including such taxes as are measured by the value of intangibles)any of the Assets for property Tax purposes, Seller is responsible for or the amount imposition of any property Taxes on such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) Assets at a fraction, the numerator of rate which is different than the number of calendar days in rate that would have been imposed if such transactions had not occurred, then (y) the portion of such property Taxes for the portion of such Straddle Period ending on the Closing Cut-Off Date shall be (1) allocated pro rata on a daily basis, using the assessed value and Tax rate that would have applied had such transactions not occurred, plus (2) 50% of any Incremental Property Taxes, and (z) the denominator portion of which is such property Taxes for the number portion of calendar days in such Straddle Period beginning immediately after the entire Cut-Off Date shall be the total property Taxes for such Straddle Period. (ii) For all Apportioned Taxes not Period minus the amount described in clause (iy), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iiiiv) All Apportioned Notwithstanding anything herein to the contrary, Buyer agrees to pay, and agrees to indemnify and hold harmless each Seller Group Member from and against, 50 percent of any and all real property transfer or gains Taxes, sales Taxes, use Taxes, stamp Taxes, stock transfer Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer. (c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income or other similar Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of imposed on the transactions contemplated in this Agreement. (d) Notwithstanding any other provision contained in by this Agreement (including the limitations set forth in Sections 11.2 or 11.3collectively, “Transfer Taxes”), and Seller agrees to pay, and agrees to indemnify and hold harmless each Buyer Group Member from and against 50 percent of any obligation arising out of this Section 7.1 will not be subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of timeand all Transfer Taxes.