Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (i) Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against any and all Taxes (A) imposed on any of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all Section

Liability for Taxes. (i) Seller Parent shall be liable for and pay, and pursuant to Article X (and subject to the any applicable limitations thereofthereunder) shall indemnify indemnify, defend and hold harmless each Buyer Group Member against any and Purchaser against, all Taxes (A) imposed on any of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the CompaniesHoldco Group Member, or for which any of the Companies Holdco Group Member may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Closing Date and, with respect to any Straddle PeriodPeriod (as hereinafter defined), the portion of such Straddle Period ending that ends on and including includes the CutClosing Date, (B) imposed on any Holdco Group Member, pursuant to Treas. Reg. Section 1.1502-Off Date6 or similar provision of state, local or foreign law solely as a result of such Holdco Group Member having been a member of Seller Parent's Group (as hereinafter defined), (C) that are withholding or payroll Taxes associated with any Xxxxxxx 000 XxxxxPayment (as defined in Section 6.11(a)(vi)), (XD) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing any audit, written inquiry, claim or demand by a taxing authority disallowing a deduction or similar Tax item that was previously claimed with respect to be members a Payment in accordance with Section 6.11(a)(vi) and that gave rise to a tax reduction for which Purchaser previously paid Seller Parent in accordance with Section 6.11(a)(vi) or (E) imposed as a result of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under any dividend or other transfer contemplated by Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes")6.12; provided, however, that Seller Parent shall not be liable for or pay, and does shall not agree to indemnify indemnify, defend or hold harmless any Buyer Group Member from and Purchaser against, (I) any Taxes to the extent shown as a liability on the Cut-Off Date Working Capital StatementCompany Financials (other than the Excluded Liabilities), and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of Holdco Capital Stock or the Shares deemed purchase of Parisian Wholesalersshares of any of its subsidiaries, Inc. or that result from Purchaser, any Affiliate of Purchaser, any Holdco Group Member or any of their subsidiaries engaging in any activity or transaction that would cause the transactions contemplated by this Agreement otherwise being to be treated as a purchase or sale of assets of any Holdco Group Member or any of the Companies their subsidiaries for federal, statestate or local Tax purposes, local (III) any Taxes imposed on any Holdco Group Member or for which any Holdco Group Member may otherwise be liable as a result of transactions other than in the ordinary course of business and occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing and (IV) any Interim Period Tax purposes imposed on any Holdco Group Member or for which any Holdco Group Member may otherwise be liable to the extent in excess of the Offset Amount with respect to such Interim Period Tax (Taxes described in this proviso, hereinafter "Excluded Taxes"). Purchaser and Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date andParent agree that, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes transaction described in Section 7.2(a)(i)(C)clause (III) of the preceding sentence, (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all Sectioneach Holdco Group

Liability for Taxes. (i) Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against any and all Taxes (A) imposed on any of the Companies or any Subsidiary pursuant to Treas. Reg. ss. 1. 1502§ 1.1502-6 of the Treasury Regulations or similar provision of state state, local or local foreign law solely as a result of the Companies or such Subsidiary having been members a member of the Seller's Affiliated Seller Group, (B) imposed on any of the CompaniesCompanies or any Subsidiary, or for which any of the Companies or any Subsidiary may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxxattributable to the Plan of Reorganization, (XD) that are Section 338 Taxes, (E) imposed on any Income Taxes arising from of the Companies or any Subsidiary as a result of any transaction (other than the transactions outside expressly contemplated by this Agreement) occurring between the Cut-Off Date and the Closing that are not in the ordinary course of business after the Cut-Off Date but before the Closing, or (EF) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Datea disallowance, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to a final determination, of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the last sentence of Section 6.10 (7.2(a)(v) or of 50% of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the "fifth sentence of Section 6.10 Taxes"7.3(a); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown taken into account as a liability on the final Cut-Off Date Working Capital Statement, Statement and (II) any property Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of to the Code or any similar provisions of state, local or foreign law as a result of extent such Taxes are not due and payable prior to the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes Cut-Off Date (Taxes described in this proviso, hereinafter "“Excluded Taxes"”). Except for any real property tax refund attributable to the Business, Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the CompaniesCompanies or any Subsidiary, or for which any of the Companies or any Subsidiary may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described in Section 7.2(a)(i)(C), and (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that to the extent provided in Section 7.2(a)(i), Seller shall be liable for Taxes specified in clauses (C), (D), (E) and (F) thereof. Buyer shall be entitled to any refund of (or credit for) Taxes for which Buyer is liable pursuant to this Section 7.2 and any real property tax refund attributable to the Business. (iii) For purposes of paragraphs (a)(i) and (a)(ii), whenever it is necessary to determine the liability for (or refunds with respect to) Taxes of any of the Companies or a Subsidiary for a Straddle Period, the determination of the Taxes of such Company or Subsidiary for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Cut-Off 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 Cut-Off Date and the other which began at the beginning of the day following the Cut-Off Date, and items of income, gain, deduction, loss or credit of the Companies or such Subsidiary for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies or such Subsidiary were closed at the close of the Cut-Off Date, and by assuming that the Companies and the Subsidiaries ceased filing consolidated, combined or unitary Tax Returns with Seller’s Group as of the close of the Cut-Off Date; provided, however, that nothing in this paragraph shall cause Buyer to be liable for any Taxes specified in Sections 7.2(a)(i)(C), (D), (E) and (F), and provided, further, 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. (iv) If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Cut-Off Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax liability for which Seller would otherwise be liable pursuant to paragraph (a) of this Section 7.2, and such change is reasonably expected based on reasonable assumptions to be agreed upon by Buyer and Seller to result in a decrease in the Tax liability of any of the Companies, any Subsidiary, Buyer or any Affiliate or successor of any thereof for any taxable year or period beginning after the Cut-Off Date or for the portion of any Straddle Period beginning after the Cut-Off Date, Seller shall not be liable pursuant to such paragraph (a) with respect to such increase to the extent of the present value of such decrease (as jointly determined by Buyer and Seller based on reasonable assumptions) (and, to the extent such increase in Tax liability is paid to a taxing authority by Seller or any Affiliate thereof, Buyer shall pay Seller an amount equal to the present value of such decrease). (v) Buyer shall pay over to Seller and its Affiliates an amount equal to the Tax benefit, if any, available to Buyer or its Affiliates (including, after the Effective Time, any of the Companies or the Transferring Subsidiaries), at such time such Tax benefit is or would be actually realized by Buyer or any of its Affiliates, as a result of compensation (including any deduction for amounts treated as compensation under § 1.83-7 of the Treasury Regulations) paid or payable by Seller or any of its Affiliates (with a Seller Affiliate excluding, after the Effective Time, the Companies and the Transferring Subsidiaries) in cash, stock or other property. In addition, Buyer shall pay to Seller and its Affiliates the amount of any Tax benefit available to Buyer as a result of any retention bonuses paid or payable by Buyer or any of its Affiliates (as described in Section 7.3(b) hereof). The parties agree that such Tax benefit shall be claimed by Buyer or an Affiliate of Buyer on its Tax Returns and the payment to Seller with respect to such Tax Benefit shall be calculated assuming a 38.5% combined effective federal, state and local tax rate, and amounts owing pursuant to the preceding sentence in respect of any retention bonus shall be payable no later than 90 days after the date such bonus is paid. (vi) Except as provided in the immediately following sentence, Buyer shall pay, and agrees to indemnify and hold harmless each Seller Group Member from and against, (A) 50 percent of any and all Sectionreal property transfer or gains Taxes, sales Taxes, use Taxes, stamp Taxes, stock transfer Taxes, or other similar Taxes imposed on the transactions contemplated by this Agreement (collectively, “Transfer Taxes”) and (B) 100% of any and all Transfer Taxes imposed on the transactions contemplated by Section 3.11 of the Plan of Reorganization. Seller shall pay, and agrees to indemnify and hold harmless each Buyer Group Member from and against (A) 50 percent of any and all Transfer Taxes imposed on the transactions contemplated by this Agreement, (B) 100% of any and all Transfer Taxes imposed on the transactions contemplated by the Plan of Reorganization (other than Section 3.11 thereof) and (C) 100% of any and all incremental Transfer Taxes imposed as a result of the Section 338(h)(10) Elections.

Liability for Taxes. (ia) Seller shall be liable for and payfor, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold Purchaser, the Calnev Companies and their respective Affiliates harmless each Buyer Group Member against from any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and all attorneys' and accountants' fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (A"Calnev Tax Losses"), (i) imposed on or incurred by any of the Calnev Companies by reason of the several liability of the Calnev Companies pursuant to Treas. Reg. ss. 1. 1502Treasury Regulations Section 1.1502-6 or similar provision any analogous state, local or foreign law or regulation which is attributable to having been a member of state any consolidated, combined or local law solely unitary group on or prior to the Calnev Closing Date, (ii) resulting from any of the Calnev Companies ceasing to be a member of the affiliated group (within the meaning of Code Section 1504(a)) that includes Seller, (iii) imposed on or incurred by any of the Calnev Companies with respect to any period (or portion thereof) prior to and including the Calnev Closing Date (the "Calnev Pre-Closing Date Period"), (iv) attributable to any discharge of indebtedness that may result from any capital contributions by Seller (or an Affiliate of Seller) to any of the Calnev Companies of any intercompany indebtedness owed by any of the Calnev Companies to Seller (or an Affiliate of Seller) or (v) relating to all income Taxes arising as a result of the Companies having been members sale of the Seller's Affiliated Group, (B) imposed on any of GPL Stock and the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes")Calnev Sale; provided, however, that Seller shall not be liable or offer an indemnification for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) amount of current liability accrual for Taxes to the extent shown as a liability reflected on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund Calnev Closing Balance Sheet with respect to the extent shown as an asset on the Cut-Off Date Working Capital StatementCalnev Companies. (iib) Buyer Purchaser shall be liable for and payfor, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold Seller and its Affiliates harmless each Seller Group Member from and against, any Calnev Tax Losses (Ai) any and all Taxes imposed on or incurred by any of the Companies, Calnev Companies with respect to the period after the Calnev Closing Date or for which (ii) with respect to state and local Transaction Taxes incurred by Seller in connection with converting any of the Calnev Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect into limited liability companies pursuant to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date Section 4A.5 hereof (except for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller the indemnification by Purchaser pursuant to this clause (ii) shall be liable limited to those Taxes in excess of the Transaction Taxes which would have arisen had the Calnev Companies been sold as corporations and an election under Section 338(h)(10) of the Code had been made). (c) Whenever it is necessary for all Sectionpurposes of this Article 10A to determine the portion of any Taxes imposed on or incurred by any of the Calnev Companies for a taxable period beginning before and ending after the Calnev Closing Date which is allocable to the Calnev Pre-Closing Date Period, the determination shall be made, in the case of property or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that the Calnev Pre-Closing Date Period constitutes a separate taxable period of the Calnev Companies and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Calnev Closing

Liability for Taxes. (a) Buyer shall be liable for, and shall indemnify Seller Indemnitees against, all Taxes arising or resulting from (i) the conduct of the Business or the ownership of the Purchased Assets for taxable periods or portions thereof beginning after the Closing Date or (ii) any transaction relating to the Business or the Purchased Assets that Buyer or any of its Affiliates causes to occur on or after the Closing Date (excluding, subject to Section 3.7, the sale of the Business and the Purchased Assets to Buyer and the assumption of the Assumed Liabilities by Buyer pursuant to this Agreement). (b) Seller shall be liable for and payagrees to indemnify, defend and hold Buyer Indemnitees harmless from (i) any Tax that constitutes a lien or Encumbrance on the Purchased Assets if and to the extent that such Tax arises in respect of a taxable period ended on or before Closing (a "Tax Indemnity Period"), (ii) any Tax or other Losses resulting from the inaccuracy or breach of any representation or warranty set forth in Section 4.14 or the breach of any covenants set forth in Section 6.3(h), and pursuant to Article X (iii) any costs and subject to the limitations thereofexpenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses) shall indemnify and hold harmless each Buyer Group Member against any and all Taxes (A) imposed on any arising out of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 imposition or similar provision assessment of state any Tax, Losses or local law solely as a result of the Companies having been members of the Seller's Affiliated Groupother costs described in clause (i), (Bii) imposed on or (iii) ("Other Costs"), and the filing of any of the Companies, or Returns for which any of the Companies may otherwise be liable, for any a taxable year or period that ends ending on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Closing Date, (C) including those incurred in the contest of good faith of any Xxxxxxx 000 Xxxxxsuch imposition, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes assessment or assertion. Any Tax imposed as a result of the Companies ceasing sale of the Business and the Purchased Assets to Buyer and the assumption of the Assumed Liabilities by Buyer pursuant to this Agreement shall be members deemed to arise in respect of Seller's Affiliated Group a Tax Indemnity Period. (c) Buyer shall pay to Seller the amounts received by Buyer or any of its Affiliates of any refund, abatement or credit of (i) Taxes which are attributable to the conduct of the Business or the ownership of the Purchased Assets on or prior to the Closing DateDate and (ii) any other Tax Assets. (d) Any assessment or other Claim by a Governmental Authority seeking to enforce or collect a Tax, under the intercompany transaction and excess loss account rules Losses or Other Costs described in Treasury Regulations under Section 1052 9.1 shall be subject to the provisions of Section 8.4, 8.5, 8.6, 8.7, 8.8 and 8.9 of this Agreement to the Codeextent that Section 6.3(h) does not apply to such assessment or Claim. (e) For the avoidance of doubt, and (F) notwithstanding any Taxes imposed by reason other contrary provisions of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); providedthis Agreement, however, that Seller shall not be liable for any Taxes or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes related Losses to the extent shown such Taxes or related Losses have been included as a liability on in calculating the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the CompaniesClosing Net Assets, or for which any of the Companies may otherwise be liable, for any taxable year such Taxes or period that begins after the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described Losses are included in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all SectionAssumed Liabilities.

Liability for Taxes. (ia) Seller Parent shall be liable for responsible for, pay or cause to be paid, indemnify the Buyers and payeach of their subsidiaries and Affiliates (including the QNX Entities after the Closing Date) (each a “Buyer Tax Indemnitee”), and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against Tax Indemnitee harmless from and against, any and all Taxes (Ai) of, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) imposed upon QSSI for any taxable period that ends on any or before or includes the Closing Date pursuant to Section 1.1502-6 of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 United States Treasury Regulations or any similar provision of state or local law solely as a result law; (iii) of the Companies having been members of the Seller's Affiliated Group, (B) another person imposed on any of the CompaniesQNX Entities under any Tax sharing or Tax allocation agreement in respect of - 63 - any Pre-Closing Period, (iv) imposed on or assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any interest and penalties related thereto), in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Agreement, or for which (v) attributable to any breach by Parent or any of its Affiliates of any covenant contained in this Agreement, in each case to the Companies may otherwise be liable, for extent any taxable year such Taxes are due or period that ends on or before the Cut-Off Date and, with respect payable to any Straddle PeriodTax Authority by the Buyer Tax Indemnitees under Applicable Law (collectively, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 “Parent Taxes"”); provided, however, that Seller notwithstanding the foregoing, Parent shall not be liable for or payresponsible for, and does Parent Taxes shall not agree include, any Taxes to indemnify the extent that such Taxes are specifically included as a Current Liability on the Closing Date Balance Sheet or hold harmless the Closing Date Working Capital Statement (or the applicable worksheets thereto) (“WC Taxes”) or result from (x) any breach by the Buyers or any of their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business on the Closing Date after the Closing Time; or (z) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which Parent shall be responsible for pursuant to this Section 6.2(a) shall include all Taxes for any Pre-Closing Period of or attributable to any QNX Entity in respect of income reported on or required to be shown in any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, other than any Buyer Group Member Taxes. Any indemnity payment required to be made by Parent pursuant to this Section 6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, which shall be dealt with in Section 6.3(b)) shall be made within thirty (30) days of written notice from the Buyers, which notice shall not be delivered to Parent prior to a final determination with respect to the issue to which such indemnity relates. (b) The Buyers shall be responsible for, pay or cause to be paid, indemnify Parent and its subsidiaries and Affiliates (other than the QNX Entities) (each a “Seller Tax Indemnitee”), and hold each Seller Tax Indemnitee harmless from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (IIi) any Buyer Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. and (ii) Buyer shall be liable for and payall Taxes of, and pursuant to Article X or imposed on, the QNX Entities (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes of another person in respect of any Post-Closing Period imposed on any of the CompaniesQNX Entities under any Tax sharing or Tax allocation agreement) in respect of any Post-Closing Period, except to the extent that such Taxes are the responsibility of Parent under Section 6.2(a), in each case to the extent any such Taxes are due or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect payable to any Straddle Period, Tax Authority by the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in Seller Tax Indemnitees under Applicable Law. In the case of Taxes shown on a Tax Return, any Taxindemnity payment required to be made by Buyers pursuant to this Section 6.2(b) shall be made no later than two (2) Business Days prior to the Tax Return Due Date, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller with respect to any such indemnity payment for Taxes shown on a Tax Return for which Parent has the filing responsibility under Section 6.3(a), Parent shall deliver to Buyers no later than twenty (20) days prior to the Tax Return Due Date a notice setting forth the amount of such indemnity payment and a description of the basis for such indemnity payment pursuant to the relevant provisions of this Agreement. In any other case, any indemnity payment requirement to be made by Buyers pursuant to this Section 6.2(b) shall be liable made within thirty (30) days of written notice from Parent, which notice shall not be delivered to Buyers prior to a final determination with respect to the issue to which such tax indemnity relates. (c) For purposes of this Agreement, in determining the Taxes attributable to the Pre-Closing Period included in any Straddle Period, (i) Property Taxes shall be equal to the amount of such Property Taxes for all Sectionthe entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) Taxes (other than Property Taxes) shall be computed as if such taxable period ended as of the end of the day on the Closing Date (and for such purpose, the taxable period of any partnership or pass-through entity (including any of the Subsidiaries) in which any of the QNX Entities hold a beneficial interest will be treated as if such taxable period terminated at such time).

Liability for Taxes. (a) Buyer shall be liable for, and shall indemnify Seller Indemnitees against, all Taxes arising or resulting from (i) the conduct of the Business or the ownership of the Purchased Assets for taxable periods or portions thereof beginning after the Closing Date or (ii) any transaction relating to the Business or the Purchased Assets that Buyer or any of its Affiliates causes to occur on or after the Closing Date (excluding, subject to Section 3.7, the sale of the Business and the Purchased Assets to Buyer and the assumption of the Assumed Liabilities by Buyer pursuant to this Agreement). (b) Seller shall be liable for and payagrees to indemnify, and pursuant to Article X (and subject to the limitations thereof) shall indemnify defend and hold Buyer Indemnitees harmless each Buyer Group Member against from (i) any and all Taxes (A) Tax imposed on any Acquired Aether Entity if and to the extent that such Tax arises in respect of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends ended on or before the Cut-Off Date andClosing (a "TAX INDEMNITY PERIOD"), with (ii) any Tax that constitutes a lien or Encumbrance on the Purchased Assets if and to the extent that such Tax arises in respect to any Straddle of a Tax Indemnity Period, (iii) any Tax or other Losses resulting from the portion inaccuracy or breach of such Straddle Period any representation or warranty set forth in Section 4.14 or the breach of any covenants set forth in Section 6.3(h), and (iv) any costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses) arising out of the imposition or assessment of any Tax, Losses or other costs described in clause (i), (ii) or (iii) ("OTHER COSTS"), and the filing of any Returns for a taxable period ending on and including or before the Cut-Off Closing Date, (C) including those incurred in the contest of good faith of any Xxxxxxx 000 Xxxxxsuch imposition, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes assessment or assertion. Any Tax imposed as a result of the Companies ceasing sale of the Business and the Purchased Assets to Buyer and the assumption of the Assumed Liabilities by Buyer pursuant to this Agreement shall be members deemed to arise in respect of Seller's Affiliated Group a Tax Indemnity Period. (c) For purposes of subsections (a) and (b) of this Section 9.1, whenever it is necessary to determine the Liability for Taxes for a Straddle Period, such Taxes shall be apportioned between Seller and Buyer (A) in the case of Taxes other than income, sales and use and withholding taxes, on a per diem basis and (B) in the case of income, sales and use and withholding taxes, as determined as though the Straddle Period consisted of two taxable years or periods, one which ended on the Closing Date and the other which began at the beginning of the day following the Closing Date. (d) Buyer shall pay to Seller the amounts received by Buyer or any of its Affiliates of any refund, abatement or credit of (A) Taxes which are attributable to the conduct of the Business or the ownership of the Purchased Assets on or prior to the Closing Date and (B) any other Tax Assets. In the case of any Straddle Period, Buyer shall pay to Seller the amount received by Buyer or any of its Affiliates of any refund, abatement or credit of Taxes that would have been made had the Taxable Period ended on the Closing Date. (e) Any assessment or other Claim by a Governmental Authority seeking to enforce or collect a Tax, under the intercompany transaction and excess loss account rules Losses or Other Costs described in Treasury Regulations under Section 1052 9.1 shall be subject to the provisions of Section 8.4, 8.5, 8.6, 8.8 and 8.9 of this Agreement to the Codeextent that Section 6.3(h)(iv) does not apply to such assessment or Claim. (f) For the avoidance of doubt, and (F) notwithstanding any Taxes imposed by reason other contrary provisions of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); providedthis Agreement, however, that Seller shall not be liable for any Taxes or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes related Losses to the extent shown such Taxes or related Losses have been included as a liability on in calculating the Cut-Off Date Closing Net Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the CompaniesCapital, or for which any of the Companies may otherwise be liable, for any taxable year such Taxes or period that begins after the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described Losses are included in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all SectionAssumed Liabilities.

Liability for Taxes. (ia) Seller The APL Parties jointly and severally shall be liable for and payfor, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold Newco, the Surviving Company, the Subject Entities, the WFSG Parties and their Affiliates harmless each Buyer Group Member against from any Taxes, together with any Liabilities, including reasonable expenses of investigation and all attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (A“Tax Losses”), (i) imposed on any or incurred by or with respect to the Subject Entities, the Appalachian Business or the Appalachian Assets by reason of the Companies pursuant to Treas. Reg. ss. 1. 1502Treasury Regulations Section 1.1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of analogous state, local or foreign law as or regulation which is attributable to having been a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets member of any of consolidated, combined or unitary group on or prior to the Companies for federalClosing Date, state, local or (ii) any Tax Losses (other Tax purposes (than Taxes described in this provisoclause (i) above) imposed on or incurred by or with respect to the Subject Entities, hereinafter "Excluded Taxes"). Seller shall be entitled the Appalachian Business or the Appalachian Assets with respect to any refund of periods (or credit forportions thereof) ending on or before the Closing Date, or (iii) attributable to a breach by the APL Parties of any representation, warranty or covenant with respect to Taxes for which Seller is liable pursuant to in this Agreement (including Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement‎4.8). (iib) Buyer shall be liable Whenever it is necessary for and pay, and pursuant purposes of this ‎Article 8 to Article X (and subject to determine the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) amount of any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year incurred by or period that begins after the Cut-Off Date and, with respect to any Straddle Periodthe Subject Entities, the portion of such Straddle Period Appalachian Business or the Appalachian Assets for a taxable period beginning immediately before and ending after the Cut-Off Closing Date (except for Income Taxes described in Section 7.2(a)(i)(C)which is allocable to the period prior to and including the Closing Date, (B) Excluded Taxesthe determination shall be made, and (C) in the case of any Taxproperty or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period with respect to the Subject Entities, the excessAppalachian Business or the Appalachian Assets and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (c) If any of the WFSG Parties or any of their Affiliates receives a refund of any Taxes that any of the APL Parties or their Affiliates is responsible for hereunder, or if anyany of the APL Parties or their Affiliates receives a refund of any Taxes that WFSG or any of its Affiliates is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The WFSG Parties and the APL Parties shall, and shall cause their Affiliates to, cooperate in order to take all necessary steps to claim any such refund. (d) APL Sub shall control the conduct of any audit of the Subject Entities and any controversy resulting therefrom, while Newco shall control the conduct of any audit of Surviving Company or Newco and any controversy resulting therefrom. If APL Sub controls the conduct of any audit or controversy, (i) APL Sub shall keep the amount WFSG Parties reasonably informed of the conduct of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over audit or controversy, and consider their suggestions or comments in good faith; (ii) APL Sub shall provide the amount WFSG Parties with copies of any correspondence with any taxing authority related to such audit or controversy; (iii) the Parties will cooperate with APL Sub as reasonably requested to facilitate such audit or controversy; (iv) APL Sub shall pay all expenses relating to such controversy including accounting, attorney and any other professional fees and (v) APL Sub shall also pay any Tax or assessment that would have been shown as is a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of condition precedent to defending or pursuing any Tax paid; provided, however, that Seller shall be liable for all Sectioncontroversy.

Liability for Taxes. (i) Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against any and all Taxes (A) imposed on any of the Companies or any Subsidiary pursuant to Treas. Reg. ss. 1. 1502§ 1.1502-6 of the Treasury Regulations or similar provision of state state, local or local foreign law solely as a result of the Companies or such Subsidiary having been members a member of the Seller's Affiliated Seller Group, (B) imposed on any of the CompaniesCompanies or any Subsidiary, or for which any of the Companies or any Subsidiary may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxxattributable to the Plan of Reorganization, (XD) that are Section 338 Taxes, (E) imposed on any Income Taxes arising from of the Companies or any Subsidiary as a result of any transaction (other than the transactions outside expressly contemplated by this Agreement) occurring between the Cut-Off Date and the Closing that are not in the ordinary course of business after the Cut-Off Date but before the Closing, or (EF) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Datea disallowance, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to a final determination, of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the last sentence of Section 6.10 (7.2(a)(v) or of 50% of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the "fifth sentence of Section 6.10 Taxes"7.3(a); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown taken into account as a liability on the final Cut-Off Date Working Capital Statement, Statement and (II) any property Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of to the Code or any similar provisions of state, local or foreign law as a result of extent such Taxes are not due and payable prior to the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes Cut-Off Date (Taxes described in this proviso, hereinafter "“Excluded Taxes"”). Except for any real property tax refund attributable to the Business, Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the CompaniesCompanies or any Subsidiary, or for which any of the Companies or any Subsidiary may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described in Section 7.2(a)(i)(C), and (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that to the extent provided in Section 7.2(a)(i), Seller shall be liable for all SectionTaxes specified in clauses (C), (D), (E) and (F) thereof. Buyer shall be entitled to any refund of (or credit for) Taxes for which Buyer is liable pursuant to this Section 7.2 and any real property tax refund attributable to the Business. (iii) For purposes of paragraphs (a)(i) and (a)(ii), whenever it is necessary to determine the liability for (or refunds with respect to) Taxes of any of the Companies or a Subsidiary for a Straddle Period, the determination of the Taxes of such Company or Subsidiary for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Cut-Off 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 Cut-Off Date and the other which began at the beginning of the day following the Cut-Off Date, and items of income, gain, deduction, loss or credit of the Companies or such Subsidiary for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies or such Subsidiary were closed at the close of the Cut-Off Date, and by assuming that the Companies and the Subsidiaries ceased filing consolidated, combined or unitary Tax Returns with Seller’s Group as of the close of the Cut-Off Date; provided, however, that nothing in this paragraph shall cause Buyer to be liable for any Taxes specified in Sections 7.2(a)(i)(C), (D), (E) and (F), and provided, further, 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. (iv) If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Cut-Off Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax liability for which Seller would otherwise be liable pursuant to paragraph (a) of this Section 7.2, and such change is reasonably expected based on reasonable assumptions to be agreed upon by Buyer and Seller to result in a decrease in the Tax liability of any of the Companies, any Subsidiary, Buyer or any Affiliate or successor of any thereof for any taxable year or period beginning after the Cut-Off Date or for the portion of any Straddle Period beginning after the Cut-Off Date, Seller shall not be liable pursuant to such paragraph (a) with respect to such increase to the extent of the present value of such decrease (as jointly determined by Buyer and Seller based on reasonable assumptions) (and, to the extent such increase in Tax liability is paid to a taxing authority by Seller or any Affiliate thereof, Buyer shall pay Seller an amount equal to the present value of such decrease). (v) Buyer shall pay over to Seller and its Affiliates an amount equal to the Tax benefit, if any, available to Buyer or its Affiliates (including, after the Effective Time, any of the Companies or the Transferring Subsidiaries), at such time such Tax benefit is or would be actually realized by Buyer or any of its Affiliates, as a result of compensation (including any deduction for amounts treated as compensation under §

Liability for Taxes. (ia) Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each the Buyer Group Member against any Indemnified Parties from and all against, (i) Taxes (A) imposed on any of the Acquired Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Acquired Companies having been members a member of Seller’s Group prior to the Seller's Affiliated GroupClosing Date (including, for the avoidance of doubt, any liability under Treasury Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee), (Bii) income and premium Taxes imposed on any of the Companies, or for which any of the Acquired Companies may otherwise be liable, for any taxable year or period that ends on or before the CutPre-Off Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Accounts Date, (Ciii) Taxes in excess of the Deemed Tax Liability imposed on the Acquired Companies or for which the Acquired Companies may otherwise be liable for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on the earlier of the end of such period and the Closing Date, (iv) Taxes that arise from or are attributable to any breach of any covenant under Article X and any inaccuracy in or breach of representation or warranty made in Section 5.23(d), (e), (f), (g) or (k), (v) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside Tax imposed on the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed Acquired Companies under Treasury Regulations Section 1.367(b)-3 or otherwise as a result of the Companies ceasing to be members dissolution, liquidation, termination or winding up of Seller's Affiliated Group the Hartford International Asset Management Company Limited occurring after the Closing Date as described in Section 8.27(a), (vi) any Tax imposed on the Closing DateAcquired Companies to the extent relating to the dissolution, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 liquidation, termination or winding up of the CodeHVIT Funds Platform pursuant to the provisions of Section 8.26, and (Fvii) any Taxes Tax imposed by reason on the Acquired Companies to the extent relating to actions required in connection with the closure of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes")HLIC’s Canadian branch; provided, however, that Seller shall not be liable for or pay, and does shall not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (IIA) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section Sections 336(e) or 338 of the Code or any similar provisions of state, local or foreign law Law as a result of the purchase of the Shares or the deemed purchase of Parisian Wholesalers, Inc. the Capital Stock of any other Acquired Company or that result from Buyer, any Affiliate of Buyer or (after the Closing Date) the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement otherwise being to be treated as a purchase or sale of assets of any of the Acquired Companies for foreign, federal, state, local or other Tax purposes in each case, other than the Section 338(h)(10) Elections, (B) any Taxes for which Buyer is liable under Section 10.01(b) and (C) any Taxes to the extent taken into account as a Liability or reserve for Taxes in preparing the GAAP Financial Statements as of the Accounts Date that do not constitute a Deemed Tax Liability (Taxes described in clauses (A) and (C) of this proviso, hereinafter "“Excluded Taxes"”). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant allocable to this Section 7.2any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the day before the Accounts Date except for in respect of any refund to the extent shown as an a current asset on the CutGAAP Financial Statements as of the Accounts Date or in respect of any carry back from a taxable period beginning after the Closing Date to a Pre-Off Accounts Date Working Capital StatementTaxable Period. Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (30) days of the receipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred in connection with the receipt of such refund). To the extent it is within its reasonable control, Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or credit that would be available. (iib) Buyer shall shall, without duplication of amounts paid by the Acquired Companies under Section 10.05(b), be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each the Seller Group Member Indemnified Parties from and against, any Losses with respect to (Ai) any and all Taxes imposed on any of to the Companies, or for which any of extent taken into account in the Companies may otherwise be liable, Deemed Tax Liability calculated for any taxable year Post-Accounts Date Taxable Period (or period that begins after portion thereof) ending on or before the Cut-Off Date Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately on the day after the Cut-Off Accounts Date (except for Income Taxes described in Section 7.2(a)(i)(C)and ending on and including the Closing Date, (Bii) any breach or failure of Buyer to perform any of its covenants or obligations contained in this Article X, (iii) Taxes imposed or required to be paid by a Seller Indemnified Party with respect to a Taxable Period of any Acquired Company ending on or before the Closing Date arising as a result of actions taken by any Acquired Company after the Closing Date unless otherwise permitted under this Agreement, and (iv) Excluded Taxes. Buyer shall be entitled to any refund of (or credit for) Taxes for which Buyer is liable under Section 10.01 or that arises because of a Tax or carry back allocable to any Post-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period starting on the Accounts Date. (c) For purposes of Section 10.01(a) and Section 10.01(b), whenever it is necessary to determine the liability for Taxes of the Acquired Companies for a partial period (including a Straddle Period), the determination of the Taxes of the Acquired Companies for the portion of the period ending on and including, and the portion of the period beginning after, the Accounts Date shall be determined by assuming that the period consisted of two (C2) in Taxable years or periods, one which ended at the case close of the Accounts Date and, for income tax purposes (and purposes of any other tax that is based on income), the other which began at the beginning of the day after the Accounts Date, and items of income, gain, deduction, loss or credit of the Acquired Companies for the period shall be allocated between such two (2) Taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Accounts Date (which, for the avoidance of doubt, shall be treated as the end of a Taxable year or period for this purpose); provided, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and all other allocations for Taxes other than either income Taxes or Taxes that are based on income (including premium taxes), shall be apportioned between such two (2) Taxable years or periods on a daily basis based on the relative number of days in each such two (2) Taxable years or periods. (d) Notwithstanding anything herein to the contrary, Buyer and Seller each shall pay fifty percent (50%) of any real property transfer or real property gains Tax, transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the excesstransactions contemplated by this Agreement other than the Seller’s Transactions. (e) In the event that, if anyas a result of an IRS adjustment (following exhaustion of administrative appeals), of the Acquired Companies are required to treat any Reinsurance Tax Items as (i) occurring on or prior to the amount of such Tax shown as a liability on the Cut-Off Closing Date Working Capital Statement over or (ii) the amount of Tax that would have been shown as a liability on “built-in loss,” in each case, for purposes of Section 382 of the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; providedCode, however, that Seller shall be liable for all Sectionand pay, and shall indemnify and hold harmless the Buyer Indemnified Parties from and against any increase in federal income Tax payable by the Acquired Companies to the extent arising from adjustments in respect of such Reinsurance Tax Items (“Reinsurance Tax Damages”). Reinsurance Tax Damages shall be determined on a with and without basis with respect to the transactions contemplated by the Specified Third-Party Reinsurance Agreements, and shall be calculated on a present-value basis consistent with the definition of After-Tax Basis. Notwithstanding anything to the contrary herein, in no event shall Seller’s liability for Reinsurance Tax Damages under this Agreement exceed an amount equal to the excess of (A) the Buyer Agreed Cap over (B) the Final Reinsurance Attribute Allowance, as finally determined. For the avoidance of doubt, if the Specified Third-Party Reinsurance Agreements are not executed, Seller shall have no liability under this Section 10.01(e), and this Section 10.01(e) shall have no further force or effect.

Liability for Taxes. (ia) After the Closing and subject to the other provisions of Article XIII and Section 14.01, Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against Indemnified Parties from and against, and pay and reimburse Buyer Indemnified Parties for, all Losses that any and Buyer Indemnified Party at any time suffers or incurs, or to which any Buyer Indemnified Party otherwise becomes subject to, as a result of or in connection with, without duplication, (i) all Taxes (A) imposed on any of the Acquired Companies pursuant to Treas. Reg. ss. 1. 1502§ 1.1502-6 or similar provision of state or local law solely as a result of the Companies an Acquired Company having been members a member of a Consolidated Tax Group prior to the Closing Date (including, for the avoidance of doubt, any liability of the Seller's Affiliated GroupAcquired Companies for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (Bii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Contract the primary subject matter of which is Taxes, relating to an event or transaction occurring before the Closing Date, (iii) Taxes imposed on any of the Companies, or for which any of the Acquired Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the CutAccounts Date (including, for the avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies for any Post-Off Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the earlier of (Cx) any Xxxxxxx 000 Xxxxxthe last day of such Straddle Period and (y) the Closing Date, and (Xv) any Income Taxes resulting from the Seller Conversion Event (other than Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing inability to make a Section 338(h)(10) Election as a result of a Seller Conversion Event, which shall be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"an Excluded Tax); provided, however, that Seller shall not be liable for or pay, and does shall not agree to indemnify or hold harmless any Buyer Group Member Indemnified Parties from and againstagainst (A) any Taxes taken into account as a liability in calculating Expense Overruns, (IB) any Taxes imposed on any Acquired Company as a result of transactions (other than the Seller Conversion Event) occurring after the Closing on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (C) any Taxes to the extent shown as a liability on the Cut-Off Date Working Capital StatementPLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (IID) any Taxes (other than 338 Increased Tax Liability, as defined in Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes 10.08 (Taxes described in this proviso, hereinafter "“Excluded Taxes"”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, Buyer, the Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for all federal income Tax purposes (in accordance with Treas. Reg. §1.1502-76(b)(1)(ii)(B)) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit foror offset of Taxes claimed in lieu of cash Tax refunds) Taxes for which Seller is liable pursuant (net of any cost, expenses or Taxes in connection with such refund) allocable to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after ends on or before the Cut-Off Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately ending on and including the Accounts Date. If any amount paid pursuant to the preceding sentence shall subsequently be challenged successfully by any Tax Authority, Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the Acquired Company, as applicable, with respect to such challenge. Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund or credit, including through the filing of amended Tax Returns. Upon a request by Seller in writing, Buyer shall inform Seller shortly after the Cutend of a relevant calendar year as to whether any such refund or credit is, or with the taking of action would be, available. (b) Buyer shall, without duplication of amounts paid by the Acquired Companies under Section 10.06(b) or otherwise, be liable for and pay (i) Taxes in an amount equal to the Lockbox Tax Liability of the Acquired Companies for any Post-Off Accounts Date Taxable Period (except for Income Taxes described in Section 7.2(a)(i)(C)or portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the earlier of (x) the last day of such Straddle Period and (y) the Closing Date, (Bii) all Taxes imposed on any Acquired Company for any taxable year or period (or portion thereof) that begins after the Closing Date and (iii) Excluded Taxes. (c) For purposes of paragraphs (a) and (b) of this Section, whenever it is necessary to determine the liability for Taxes of any of the Acquired Companies for a Straddle Period or a taxable period that includes but does not end on the Closing Date, the determination of the Taxes of the Acquired Companies for the portion of such Straddle Period that ends on the Accounts Date or the portion of such taxable period that ends on the Closing Date (as applicable), and the portion of a Straddle Period that begins after the Accounts Date or the portion of such taxable period beginning after the Closing Date (Cas applicable), shall be made by assuming that such taxable period or Straddle Period (as applicable) in consisted of two taxable years or periods, one which ended at the case close of the Accounts Date or the Closing Date (as applicable) and the other which began at the beginning of the day following the Accounts Date or the Closing Date (as applicable), and items of income, gain, deduction, loss or credit of any Tax, such Acquired Company for such taxable period or Straddle Period (as applicable) shall be allocated between such two taxable years or periods on a “closing of the excess, if any, books basis” by assuming that the books of any such Acquired Company were closed at the close of the Accounts Date or the Closing Date (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paidapplicable); provided, however, that Seller (i) transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing shall be liable allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, and (ii) exemptions, allowances or deductions that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. Notwithstanding the foregoing, if the Transactions result in the reassessment of the value of any property owned by any of the Acquired Companies for all Sectionproperty or similar Tax purposes, or the imposition of any property or similar Taxes at a rate which is different than the rate that would have been imposed if such transactions had not occurred, then (A) the portion of such property or similar Taxes for the portion of such taxable period or Straddle Period (as applicable) ending on and including the Accounts Date or the Closing Date (as applicable) shall be determined on a daily basis, using the assessed value and Tax rate that would have applied had such transactions not occurred, and (B) the portion of such property or similar Taxes for the portion of such taxable period or Straddle Period beginning after the Accounts Date or the Closing Date (as applicable) shall be the total property or similar Taxes for such taxable period or the Straddle Period (as applicable) minus the amount described in clause (A) of this sentence.

Liability for Taxes. (ia) Seller Parent shall be liable for responsible for, pay or cause to be paid, indemnify the Buyers and payeach of their subsidiaries and Affiliates (including the QNX Entities after the Closing Date) (each a “Buyer Tax Indemnitee”), and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against Tax Indemnitee harmless from and against, any and all Taxes (Ai) of, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) imposed upon QSSI for any taxable period that ends on any or before or includes the Closing Date pursuant to Section 1.1502-6 of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 United States Treasury Regulations or any similar provision of state or local law solely as a result law; (iii) of the Companies having been members of the Seller's Affiliated Group, (B) another person imposed on any of the CompaniesQNX Entities under any Tax sharing or Tax allocation agreement in respect of any Pre-Closing Period, (iv) imposed on or assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any interest and penalties related thereto), in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Agreement, or for which (v) attributable to any breach by Parent or any of its Affiliates of any covenant contained in this Agreement, in each case to the Companies may otherwise be liable, for extent any taxable year such Taxes are due or period that ends on or before the Cut-Off Date and, with respect payable to any Straddle PeriodTax Authority by the Buyer Tax Indemnitees under Applicable Law (collectively, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 “Parent Taxes"”); provided, however, that Seller notwithstanding the foregoing, Parent shall not be liable for or payresponsible for, and does Parent Taxes shall not agree include, any Taxes to indemnify the extent that such Taxes are specifically included as a Current Liability on the Closing Date Balance Sheet or hold harmless the Closing Date Working Capital Statement (or the applicable worksheets thereto) (“WC Taxes”) or result from (x) any breach by the Buyers or any of their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business on the Closing Date after the Closing Time; or (z) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which Parent shall be responsible for pursuant to this Section 6.2(a) shall include all Taxes for any Pre-Closing Period of or attributable to any QNX Entity in respect of income reported on or required to be shown in any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, other than any Buyer Group Member Taxes. Any indemnity payment required to be made by Parent pursuant to this Section 6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, which shall be dealt with in Section 6.3(b)) shall be made within thirty (30) days of written notice from the Buyers, which notice shall not be delivered to Parent prior to a final determination with respect to the issue to which such indemnity relates. (b) The Buyers shall be responsible for, pay or cause to be paid, indemnify Parent and its subsidiaries and Affiliates (other than the QNX Entities) (each a “Seller Tax Indemnitee”), and hold each Seller Tax Indemnitee harmless from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (IIi) any Buyer Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. and (ii) Buyer shall be liable for and payall Taxes of, and pursuant to Article X or imposed on, the QNX Entities (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes of another person in respect of any Post-Closing Period imposed on any of the CompaniesQNX Entities under any Tax sharing or Tax allocation agreement) in respect of any Post-Closing Period, except to the extent that such Taxes are the responsibility of Parent under Section 6.2(a), in each case to the extent any such Taxes are due or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect payable to any Straddle Period, Tax Authority by the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in Seller Tax Indemnitees under Applicable Law. In the case of Taxes shown on a Tax Return, any Taxindemnity payment required to be made by Buyers pursuant to this Section 6.2(b) shall be made no later than two (2) Business Days prior to the Tax Return Due Date, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller with respect to any such indemnity payment for Taxes shown on a Tax Return for which Parent has the filing responsibility under Section 6.3(a), Parent shall deliver to Buyers no later than twenty (20) days prior to the Tax Return Due Date a notice setting forth the amount of such indemnity payment and a description of the basis for such indemnity payment pursuant to the relevant provisions of this Agreement. In any other case, any indemnity payment requirement to be made by Buyers pursuant to this Section 6.2(b) shall be liable made within thirty (30) days of written notice from Parent, which notice shall not be delivered to Buyers prior to a final determination with respect to the issue to which such tax indemnity relates. (c) For purposes of this Agreement, in determining the Taxes attributable to the Pre-Closing Period included in any Straddle Period, (i) Property Taxes shall be equal to the amount of such Property Taxes for all Sectionthe entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) Taxes (other than Property Taxes) shall be computed as if such taxable period ended as of the end of the day on the Closing Date (and for such purpose, the taxable period of any partnership or pass-through entity (including any of the Subsidiaries) in which any of the QNX Entities hold a beneficial interest will be treated as if such taxable period terminated at such time).

Liability for Taxes. (ia) Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each the Buyer Group Member against any Indemnified Parties from and all against, (i) Taxes (A) imposed on any of the Acquired Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Acquired Companies having been members a member of Seller’s Group prior to the Seller's Affiliated GroupClosing Date (including, for the avoidance of doubt, any liability under Treasury Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee), (Bii) income and premium Taxes imposed on any of the Companies, or for which any of the Acquired Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Pre- Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Accounts Date, (Ciii) Taxes in excess of the Deemed Tax Liability imposed on the Acquired Companies or for which the Acquired Companies may otherwise be liable for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on the earlier of the end of such period and the Closing Date, (iv) Taxes that arise from or are attributable to any breach of any covenant under Article X and any inaccuracy in or breach of representation or warranty made in Section 5.23(d), (e), (f), (g) or (k), (v) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside Tax imposed on the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed Acquired Companies under Treasury Regulations Section 1.367(b)-3 or otherwise as a result of the Companies ceasing to be members dissolution, liquidation, termination or winding up of Seller's Affiliated Group the Hartford International Asset Management Company Limited occurring after the Closing Date as described in Section 8.27(a), (vi) any Tax imposed on the Closing DateAcquired Companies to the extent relating to the dissolution, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 liquidation, termination or winding up of the CodeHVIT Funds Platform pursuant to the provisions of Section 8.26, and (Fvii) any Taxes Tax imposed by reason on the Acquired Companies to the extent relating to actions required in connection with the closure of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes")HLIC’s Canadian branch; provided, however, that Seller shall not be liable for or pay, and does shall not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (IIA) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section Sections 336(e) or 338 of the Code or any similar provisions of state, local or foreign law Law as a result of the purchase of the Shares or the deemed purchase of Parisian Wholesalers, Inc. the Capital Stock of any other Acquired Company or that result from Buyer, any Affiliate of Buyer or (after the Closing Date) the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement otherwise being to be treated as a purchase or sale of assets of any of the Acquired Companies for foreign, federal, state, local or other Tax purposes in each case, other than the Section 338(h)(10) Elections, (B) any Taxes for which Buyer is liable under Section 10.01(b) and (C) any Taxes to the extent taken into account as a Liability or reserve for Taxes in preparing the GAAP Financial Statements as of the Accounts Date that do not constitute a Deemed Tax Liability (Taxes described in clauses (A) and (C) of this proviso, hereinafter "“Excluded Taxes"”). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant allocable to this Section 7.2any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the day before the Accounts Date except for in respect of any refund to the extent shown as an a current asset on the CutGAAP Financial Statements as of the Accounts Date or in respect of any carry back from a taxable period beginning after the Closing Date to a Pre-Off Accounts Date Working Capital StatementTaxable Period. Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (30) days of the receipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred in connection with the receipt of such refund). To the extent it is within its reasonable control, Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or credit that would be available. (iib) Buyer shall shall, without duplication of amounts paid by the Acquired Companies under Section 10.05(b), be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each the Seller Group Member Indemnified Parties from and against, any Losses with respect to (Ai) any and all Taxes imposed on any of to the Companies, or for which any of extent taken into account in the Companies may otherwise be liable, Deemed Tax Liability calculated for any taxable year Post-Accounts Date Taxable Period (or period that begins after portion thereof) ending on or before the Cut-Off Date Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately on the day after the Cut-Off Accounts Date (except for Income Taxes described in Section 7.2(a)(i)(C)and ending on and including the Closing Date, (Bii) any breach or failure of Buyer to perform any of its covenants or obligations contained in this Article X, (iii) Taxes imposed or required to be paid by a Seller Indemnified Party with respect to a Taxable Period of any Acquired Company ending on or before the Closing Date arising as a result of actions taken by any Acquired Company after the Closing Date unless otherwise permitted under this Agreement, and (iv) Excluded Taxes. Buyer shall be entitled to any refund of (or credit for) Taxes for which Buyer is liable under Section 10.01 or that arises because of a Tax or carry back allocable to any Post-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period starting on the Accounts Date. (c) For purposes of Section 10.01(a) and Section 10.01(b), whenever it is necessary to determine the liability for Taxes of the Acquired Companies for a partial period (including a Straddle Period), the determination of the Taxes of the Acquired Companies for the portion of the period ending on and including, and the portion of the period beginning after, the Accounts Date shall be determined by assuming that the period consisted of two (C2) in Taxable years or periods, one which ended at the case close of the Accounts Date and, for income tax purposes (and purposes of any other tax that is based on income), the other which began at the beginning of the day after the Accounts Date, and items of income, gain, deduction, loss or credit of the Acquired Companies for the period shall be allocated between such two (2) Taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Accounts Date (which, for the avoidance of doubt, shall be treated as the end of a Taxable year or period for this purpose); provided, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and all other allocations for Taxes other than either income Taxes or Taxes that are based on income (including premium taxes), shall be apportioned between such two (2) Taxable years or periods on a daily basis based on the relative number of days in each such two (2) Taxable years or periods. (d) Notwithstanding anything herein to the contrary, Buyer and Seller each shall pay fifty percent (50%) of any real property transfer or real property gains Tax, transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the excesstransactions contemplated by this Agreement other than the Seller’s Transactions. (e) In the event that, if anyas a result of an IRS adjustment (following exhaustion of administrative appeals), of the Acquired Companies are required to treat any Reinsurance Tax Items as (i) occurring on or prior to the amount of such Tax shown as a liability on the Cut-Off Closing Date Working Capital Statement over or (ii) the amount of Tax that would have been shown as a liability on “built-in loss,” in each case, for purposes of Section 382 of the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; providedCode, however, that Seller shall be liable for all Sectionand pay, and shall indemnify and hold harmless the Buyer Indemnified Parties from and against any increase in federal income Tax payable by the Acquired Companies to the extent arising from adjustments in respect of such Reinsurance Tax Items (“Reinsurance Tax Damages”). Reinsurance Tax Damages shall be determined on a with and without basis with respect to the transactions contemplated by the Specified Third-Party Reinsurance Agreements, and shall be calculated on a present-value basis consistent with the definition of After-Tax Basis. Notwithstanding anything to the contrary herein, in no event shall Seller’s liability for Reinsurance Tax Damages under this Agreement exceed an amount equal to the excess of (A) the Buyer Agreed Cap over (B) the Final Reinsurance Attribute Allowance, as finally determined. For the avoidance of doubt, if the Specified Third-Party Reinsurance Agreements are not executed, Seller shall have no liability under this Section 10.01(e), and this Section 10.01(e) shall have no further force or effect.

Liability for Taxes. (i) Subject to Section 5.3(e), Seller shall be liable for and payshall hold Buyer, the Company, its Subsidiaries and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold Joint Ventures harmless each Buyer Group Member against from any and all Taxes (A) imposed on any of due or payable with respect to the Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of Company, its Subsidiaries and the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the Companies, or for which any of the Companies may otherwise be liable, Joint Ventures for any taxable year or period that ends ending on or before the Cut-Off Date and, with respect prior to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing DateDate (or portion thereof), under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) which includes any Taxes (other than transfer Taxes that are provided for in Section 338 Taxes5.3(g) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of statehereof), local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund Tax liability attributable to Closing Date events occurring after the extent shown Closing that are not in the ordinary course), and creating for this purpose (in the case that the Closing Date is not the end of the taxable year under applicable law) the Closing Date as an asset the end of a short taxable year and determining income or loss for such year on the Cut-Off Date Working Capital Statementbasis of closing of the books as of the Closing Date. Buyer shall prepare, and permit Seller to audit, such analyses as are reasonably requested by Seller to support any claim for indemnification under this Section. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold Seller harmless each Seller Group Member from and against, (A) any and all Taxes imposed on that are allocable or attributable to the Company, any of its Subsidiaries or the Companies, or for which any of the Companies may otherwise be liable, Joint Ventures for any taxable year or period that begins ending after the Cut-Off Closing Date and, with (excluding such Taxes that are attributable to the deemed short taxable year ending on the Closing Date as provided in Section 5.3(b) (i)). (iii) With respect to a Tax imposed on any Straddle PeriodSubsidiary or Joint Venture that is not wholly-owned (directly or indirectly) by the Company, any liability to indemnify or right to refund shall be limited to the Subsidiary's liability for Taxes or right to refund of Taxes multiplied by the percentage equity interest of that Subsidiary or Joint Venture owned (directly or indirectly) by the Company (unless the full amount of the Tax is imposed in full on the Company or another Subsidiary that is wholly-owned (directly or indirectly) by the Company). (iv) GTE and Seller shall not be liable for, and Buyer shall be liable for, any Tax liability in respect of which Buyer has not complied in all material respects with Section 5.3(f), and such failure has materially prejudiced the ability of GTE or Seller to contest any such Tax Liability . (v) In the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Straddle Period beginning immediately after Tax which relates to the Cut-Off portion of such taxable period ending on the Closing Date shall (except for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (Cx) in the case of any TaxTaxes other than Taxes based upon or related to income or receipts, the excess, if any, of (i) be deemed to be the amount of such Tax shown as for the entire taxable period multiplied by a liability fraction the numerator of which is the number of days in the taxable period ending on the Cut-Off Closing Date Working Capital Statement over and the denominator of which is the number of days in the entire taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount of Tax that which would have been shown as a liability be payable if the relevant taxable period ended on the Cut-Off Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date Working Capital Statement if such amount had been based shall be taken into account as though the relevant taxable period ended on the actual amount of Tax paid; provided, however, that Seller Closing Date. All determinations necessary to give effect to the foregoing allocations shall be liable made in a manner consistent with prior practice of the Company and its Subsidiaries. For purposes of this Section, ad valorem, real and personal property Taxes shall be prorated over the privilege period, meaning for all Sectionthese purposes, the period during which the taxpayer enjoys the use of the property in consideration of having paid the Tax.

Liability for Taxes. (ia) Seller shall be liable for and payfor, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold Purchaser, the Terminals Companies and their respective Affiliates harmless each Buyer Group Member against from any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and all attorneys' and accountants' fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (A"Tax Losses"), (i) imposed on or incurred by any of the Terminals Companies by reason of the several liability of the Terminals Companies pursuant to Treas. Reg. ss. 1. 1502Treasury Regulations Section 1.1502-6 or similar provision any analogous state, local or foreign law or regulation which is attributable to having been a member of state any consolidated, combined or local law solely unitary group on or prior to the Closing Date, (ii) resulting from the Terminals Companies ceasing to be a member of the affiliated group (within the meaning of Code Section 1504(a)) that includes Seller, (iii) imposed on or incurred by the Terminals Companies with respect to any period (or portion thereof) prior to and including the Closing Date (the "Pre-Closing Date Period"), (iv) attributable to any discharge of indebtedness that may result from any capital contributions by Seller (or an Affiliate of Seller) to any of the Terminals Companies of any intercompany indebtedness owed by any of the Terminals Companies to Seller (or an Affiliate of Seller), (v) resulting from the actions taken under Section 4.12 of this Agreement, or (vi) relating to all income Taxes arising as a result of the Companies having been members sale of the Seller's Affiliated Group, (B) imposed on any of Stock and the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed contemplated by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes")this Agreement; provided, however, that Seller shall not be liable or offer an indemnification for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) amount of current liability accrual for Taxes to the extent shown as a liability reflected on the Cut-Off Date Working Capital StatementClosing Balance Sheet. (b) Purchaser shall be liable for, and (II) any Taxes (other than Section 338 Taxes) that result shall indemnify and hold Seller and its Affiliates harmless from any actual Tax Losses (i) imposed on or deemed incurred by the Terminals Companies with respect to the period after the Closing Date or (ii) with respect to state and local Transaction Taxes incurred by Seller in connection with converting any of the Terminals Companies into limited liability companies pursuant to Section 4.8 hereof (provided, however, that the indemnification by Purchaser pursuant to this clause (ii) shall be limited to those Taxes in excess of the Transaction Taxes which would have arisen had the Terminals Companies been sold as corporations and an election under Section 338 338(h)(10) of the Code had been made). (c) Whenever it is necessary for purposes of this Article 10 to determine the portion of any Taxes imposed on or any similar provisions incurred by the Terminals Companies for a taxable period beginning before and ending after the Closing Date which is allocable to the Pre-Closing Date Period, the determination shall be made, in the case of stateproperty or ad valorem taxes or franchise taxes (which are measured by, local or foreign law as based solely upon capital, debt or a result combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that the Pre-Closing Date Period constitutes a separate taxable period of the purchase of Terminals Companies and by taking into account the Shares of Parisian Wholesalersactual taxable events occurring during such period (except that exemptions, Inc. allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or that result from periodic basis, such as the transactions contemplated by this Agreement otherwise being treated as deduction for depreciation, shall be apportioned to the Pre-Closing Date Period ratably on a purchase per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or sale of assets of payable with respect to any of the Terminals Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (d) Purchaser agrees to pay to Seller any refund received after the Closing Date by Purchaser or its Affiliates, including the Terminals Companies, in respect of (or credit for) any Taxes for which Seller is liable pursuant to under clause (a) of this Section 7.2, except for 10.1. Seller agrees to pay to Purchaser any refund received by Seller or its Affiliates in respect of any Taxes for which Purchaser is liable under clause (b) of this Section 10.1. The parties shall cooperate, each at its own expense, in order to take all reasonably necessary steps to claim any such refund. Any such refund received by a party or its Affiliate for the extent shown as an asset on account of the Cut-Off Date Working Capital Statementother party shall be paid to such other party within 90 days after such refund is received. (iie) Buyer shall be liable for Purchaser and pay, and pursuant Seller agree not to Article X make or cause any election (and subject including an election to the limitations thereofratably allocate items under Treasury Regulations Section 1.1502-76(b)(2)(ii)) shall indemnify and hold harmless each Seller Group Member from and against, (Ato allocate tax items in a manner inconsistent with Section 10.1(c) any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all Sectionhereof.

Liability for Taxes. (i) Seller shall be liable for and pay, and pursuant to Article X ARTICLE XI (and subject to the limitations thereofprovisions thereof (which, for the avoidance of doubt, do not include the Cap or the Basket)) shall indemnify and hold harmless each Buyer Group Member against any from and all Taxes against, (A) imposed on any of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, Incremental Subpart F Taxes and (B) all Taxes imposed on the Purchased Entities or applicable to the Business or the Assets, in each case for any of the Companies, or for which any of the Companies may otherwise be liable, for liability arising in any taxable year or period that ends on or before the Cut-Off Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off DateClosing Date including, for the avoidance of doubt, (Cx) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result amounts payable by reason of the Companies ceasing membership (or termination of membership) of any Purchased Entity in a consolidated or affiliated group or other relationship to be members of Seller's Affiliated Group on another entity or similar arrangement prior to the Closing Date, under whether by virtue of recapture of losses, credits, other Tax attributes or otherwise and (y) any amount arising out of or relating to the intercompany transaction and excess loss account rules pre-closing restructuring of the Purchased Entities resident in Mexico described in Treasury Regulations under Section 1052 of the Code, and (FSCHEDULE 8.2(A)(I) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 TaxesMEXICAN RESTRUCTURING")) or the pre-Closing removal of cash from the Purchased Entities; providedPROVIDED, howeverHOWEVER, that Seller shall not be liable for or pay, and does shall not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) any Taxes to the extent shown as a liability or reserve on the Cut-Off Closing Date Working Capital Statement, and or (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code (other than the Non-U.S. Section 338 Elections) or any similar provisions of state, local or foreign law as a result of the purchase or deemed purchase of the Shares of Parisian Wholesalers, Inc. Securities or that result from Buyer, any Affiliate of Buyer, or any Purchased Entity engaging in any activity or transaction (other than any activity or transaction undertaken by a Purchased Entity on or prior to the Closing Date at the direction of Seller) that would cause the transactions contemplated by this Agreement otherwise being to be treated as a purchase or sale of assets of any of the Companies Purchased Entity for federal, state, state or local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded TaxesEXCLUDED TAXES"). Seller shall be entitled to any refund of Taxes (including by reason of a reduction of Taxes to be paid) allocable to any taxable year or credit for) Taxes for which Seller is liable pursuant period that ends on or before the Closing Date and, with respect to this Section 7.2any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except that any credits or offset after the Closing Date for value added, goods and services or similar taxes paid before the Closing Date and any refund to the extent Taxes shown as an asset or receivable on the Cut-Off Closing Date Working Capital StatementStatement shall be for Buyer's account. For the avoidance of doubt, any U.S. foreign Tax credits arising under Section 902 of the Code with respect to dividends paid or deemed paid after the Closing Date by the Purchased Entities that relate to foreign income Taxes incurred prior to the Closing Date and that are not otherwise claimed on the Tax Returns of Seller or its Affiliates (after the Closing) under Section 901 or 902 of the Code shall be for the account of Buyer, and for the further avoidance of doubt Buyer shall not be required to reimburse Seller for any foreign Tax credits claimed on its Tax Returns or its Affiliate's Tax Return after the Closing. (ii) Buyer shall be liable for and pay, and pursuant to Article X ARTICLE XI (and subject to the limitations thereofprovisions thereof (which, for the avoidance of doubt, do not include the Cap or the Basket)) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on the Purchased Entities or applicable to the Business or the Assets, in each case for any of the Companies, or for which any of the Companies may otherwise be liable, for liability arising in any taxable year or period that begins after the Cut-Off Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Closing Date (except for Income Taxes described in Section 7.2(a)(i)(C), and (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all Section)

Liability for Taxes. (ia) Seller The APL Parties jointly and severally shall be liable for and payfor, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold Newco, the Surviving Company, the Subject Entities, the WFSG Parties and their Affiliates harmless each Buyer Group Member against from any Taxes, together with any Liabilities, including reasonable expenses of investigation and all attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (A“Tax Losses”), (i) imposed on any or incurred by or with respect to the Subject Entities, the Appalachian Business or the Appalachian Assets by reason of the Companies pursuant to Treas. Reg. ss. 1. 1502Treasury Regulations Section 1.1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of analogous state, local or foreign law as or regulation which is attributable to having been a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets member of any of consolidated, combined or unitary group on or prior to the Companies for federalClosing Date, state, local or (ii) any Tax Losses (other Tax purposes (than Taxes described in this provisoclause (i) above) imposed on or incurred by or with respect to the Subject Entities, hereinafter "Excluded Taxes"). Seller shall be entitled the Appalachian Business or the Appalachian Assets with respect to any refund of periods (or credit forportions thereof) ending on or before the Closing Date, or (iii) attributable to a breach by the APL Parties of any representation, warranty or covenant with respect to Taxes for which Seller is liable pursuant to in this Agreement (including Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement4.8). (iib) Buyer shall be liable Whenever it is necessary for and pay, and pursuant purposes of this Article 8 to Article X (and subject to determine the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) amount of any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year incurred by or period that begins after the Cut-Off Date and, with respect to any Straddle Periodthe Subject Entities, the portion of such Straddle Period Appalachian Business or the Appalachian Assets for a taxable period beginning immediately before and ending after the Cut-Off Closing Date (except for Income Taxes described in Section 7.2(a)(i)(C)which is allocable to the period prior to and including the Closing Date, (B) Excluded Taxesthe determination shall be made, and (C) in the case of any Taxproperty or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period with respect to the Subject Entities, the excessAppalachian Business or the Appalachian Assets and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (c) If any of the WFSG Parties or any of their Affiliates receives a refund of any Taxes that any of the APL Parties or their Affiliates is responsible for hereunder, or if anyany of the APL Parties or their Affiliates receives a refund of any Taxes that WFSG or any of its Affiliates is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The WFSG Parties and the APL Parties shall, and shall cause their Affiliates to, cooperate in order to take all necessary steps to claim any such refund. (d) APL Sub shall control the conduct of any audit of the Subject Entities and any controversy resulting therefrom, while Newco shall control the conduct of any audit of Surviving Company or Newco and any controversy resulting therefrom. If APL Sub controls the conduct of any audit or controversy, (i) APL Sub shall keep the amount WFSG Parties reasonably informed of the conduct of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over audit or controversy, and consider their suggestions or comments in good faith; (ii) APL Sub shall provide the amount WFSG Parties with copies of any correspondence with any taxing authority related to such audit or controversy; (iii) the Parties will cooperate with APL Sub as reasonably requested to facilitate such audit or controversy; (iv) APL Sub shall pay all expenses relating to such controversy including accounting, attorney and any other professional fees and (v) APL Sub shall also pay any Tax or assessment that would have been shown as is a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of condition precedent to defending or pursuing any Tax paid; provided, however, that Seller shall be liable for all Sectioncontroversy.

Liability for Taxes. (ia) Seller Instrumentarium shall be liable for and payand, and pursuant to Article X Section 10.01 (and subject to the limitations thereof) shall indemnify indemnify, defend and hold harmless each Buyer Group Member against the Acquiror Indemnified Parties against, and reimburse any and Acquiror Indemnified Party for, all Losses with respect to Taxes (A) imposed on any of or with respect to a Business Subsidiary or the Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated GroupTransferred Assets, (B) imposed on any of the Companies, or in each case for which any of the Companies may otherwise be liable, for any all taxable year or period that ends periods ending on or before the Cut-Off Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Closing Date; provided, however, that Instrumentarium shall not be liable for, and shall not indemnify, defend and hold harmless the Acquiror Indemnified Parties against, and shall not reimburse any Acquiror Indemnified Party for, any Losses with respect to (Cx) Losses as may result from any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions action outside the ordinary course of business after taken with respect to the Cut-Off Date but before Business Subsidiaries, their respective assets or businesses or the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group Transferred Assets on the Closing Date, under Date but after the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, Closing and (Fy) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes Taxes (Taxes described in this proviso, hereinafter "herein “Excluded Taxes"”). Seller Instrumentarium shall not be entitled to liable for any refund of (or credit for) Taxes for which Seller is liable pursuant to not described in this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement7.01(a). (iib) Buyer The Acquiror shall be liable for and payfor, and pursuant to Article X Section 10.02 (and subject to the limitations thereof) shall indemnify indemnify, defend and hold harmless each Seller Group Member from and the Instrumentarium Indemnified Parties against, and reimburse any Instrumentarium Indemnified Party for, all Losses with respect to (A) any and all Taxes imposed on any of or with respect to a Business Subsidiary or the CompaniesTransferred Assets, or in each case for which any of the Companies may otherwise be liable, for any all taxable year or period that begins periods beginning after the Cut-Off Closing Date and, and with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Closing Date (except for Income Taxes described in Section 7.2(a)(i)(C), and (B) Excluded Taxes. (c) For purposes of this Section 7.01, and (C) in Taxes of the case of any Tax, Business Subsidiaries or with respect to the excess, if any, of (i) Transferred Assets with respect to a Straddle Period shall be allocated between the amount pre-Closing portion of such Tax shown as a liability on Straddle Period and the Cutpost-Off Date Working Capital Statement over (ii) the amount Closing portion of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been Straddle Period based on an actual closing of the actual amount books of Tax paidthe relevant entity as of the end of the Closing Date; provided, however, that Seller in closing the books, Taxes (such as property Taxes) that are not imposed on income, receipts or otherwise on a transactional basis shall be liable allocated on a daily basis. (d) Instrumentarium shall be entitled to any refunds (including interest paid therewith) in respect of any Tax liability of a Business Subsidiary or with regard to the Transferred Assets, in each case in respect of a taxable period ending on or prior to the Closing Date or the pre-Closing portion of any Straddle Period. Except as provided in the preceding sentence, the Acquiror shall be entitled to any refunds (including interest paid therewith) in respect of any Tax liability of the Business Subsidiaries or with regard to the Transferred Assets. (e) Notwithstanding anything to the contrary in this Agreement, any sales Tax, use Tax, real property transfer or gains Tax, documentary stamp Tax or similar Tax attributable to the sale or transfer of the Equity Interests or the Transferred Assets shall be paid by the Acquiror; provided, however, that Instrumentarium shall pay 100% of any and all sales Tax, use Tax, real property transfer or gains tax, documentary stamp Tax or similar Tax attributable to the contribution to Spacelabs, on a going concern basis, of substantially all the assets, properties and business of D-O U.S. in exchange for all Sectionlimited liability company membership interests in Spacelabs, as set forth in the Contribution Agreement. The Acquiror and Instrumentarium each agree to timely sign and deliver (or to cause to be timely signed and delivered) such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns with respect to, such Taxes. The Acquiror and Instrumentarium further agree to cooperate to cause the delivery of the Assets and the Transferred Assets to occur in such manner that is reasonably calculated and legally permitted to minimize or avoid transfer and sales Taxes so long as such method of delivery does not adversely affect the condition, operability or usefulness of any such Asset or Transferred Asset. (f) If any payment required to be made under this Section 7.01 is made after the date on which such payment is due, interest will accrue on such amount at the rate designated from time to time in Section 6621(a)(2) of the Code, compounded on a daily basis. (g) The Acquiror shall notify Instrumentarium within 30 days after receipt of any written communication to or by the Acquiror, the Business Subsidiaries or any other Affiliate of the Acquiror from or with any Governmental Authority concerning Taxes for which indemnification may be claimed from Instrumentarium pursuant to the provisions of Section 7.01(a). In addition, the Acquiror shall notify Instrumentarium at least 15 days prior to the date on which the Acquiror, the Business Subsidiaries or any other Affiliate of the Acquiror intends to make a payment of any Taxes that are indemnifiable by Instrumentarium pursuant to the provisions of Section 7.01(a). Instrumentarium shall notify the Acquiror within 30 days after receipt of any written communication to or by Instrumentarium or any Affiliate of Instrumentarium from or with any Governmental Authority concerning Taxes owed by the Business Subsidiaries, with respect to the Transferred Assets or any other Taxes for which indemnification may be claimed from the Acquiror pursuant to the provisions of Section 7.01(b). The failure by a party to notify another pursuant to this Section 7.01(g) shall not constitute a waiver of any claim to indemnification under this Agreement in the absence of material prejudice to the indemnifying party.

Liability for Taxes. (i) Seller Brookfield Office Properties shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) Section 9.14 shall indemnify and hold harmless each Buyer Group Member Brookfield Residential Indemnitee, on an After-Tax Basis, from and against any and all Taxes Losses incurred by any such Brookfield Residential Indemnitee in connection with or arising from (A) all taxes imposed on any Contributed Subsidiary or any Subsidiary thereof, or for which the Contributed Subsidiary or any such Subsidiary may otherwise be liable, as a result of having been a member of a Group (including, without limitation, taxes for which the Companies Contributed Subsidiary or any such Subsidiary may be liable pursuant to Treas. Reg. ss. 1. 1502Treasury Regulation Section 1.1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase having been a member of the Shares of Parisian Wholesalers, Inc. or that result a Group and any taxes resulting from the transactions contemplated by this Agreement otherwise being treated as Contributed Subsidiary or any such Subsidiary ceasing to be a purchase or sale of assets member of any of Group) for any taxable period ending on or prior to the Companies for Effective Date, (B) all income taxes payable with respect to any United States federal, state, local or other Tax purposes foreign, consolidated, combined or unitary income tax return of a Brookfield Office Properties Group (Taxes described in this proviso, hereinafter "Excluded “Brookfield Office Properties Retained Taxes"”). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) all income or transfer taxes (excluding any value added or similar tax) imposed as a direct result of the restructuring of the BPO Residential Businesses contemplated by Section 8.04, except to the extent such income or transfer tax liability is reflected in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date consolidated Net Operating Working Capital Statement over of the Contributed Subsidiaries. As used herein, a “Group” is any “affiliated group” (iias defined in Section 1504(a) of the amount Code without regard to the limitations contained in Section 1504(b) of Tax the Code) that, at any time on or before the Effective Date, includes or has included the Contributed Subsidiary or any Subsidiary thereof or any predecessor of or successor to the Contributed Subsidiary or any such Subsidiary (or another such predecessor or successor), or any other group of corporations that, at any time on or before the Effective Date, files or has filed tax returns on a combined, consolidated or unitary basis with the Contributed Subsidiary or any such Subsidiary or any predecessor of or successor to the Contributed Subsidiary or any such Subsidiary (or another such predecessor or successor); and a “Brookfield Office Properties Group” is a Group that would have been shown as includes Brookfield Office Properties or any direct or indirect Subsidiary of Brookfield Office Properties, but does not include a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount Group consisting only of Tax paid; provided, however, that Seller shall be liable for all SectionContributed Subsidiaries.

Liability for Taxes. (i) Seller Sellers shall be liable for and pay, and pursuant to Article X XI (and subject to the limitations thereof), each Seller (severally and pro rata in accordance with their Percentage Interests) shall agrees to indemnify and hold harmless each Buyer Group Member against from and against, any Losses and all Expenses incurred by such Buyer Group Member in connection with or arising from Taxes (A) imposed on any either of the Acquired Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the CutPre-Off Date and, with respect to any Straddle Closing Tax Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller Sellers shall not be liable for or pay, and does shall not agree to indemnify or hold harmless any Buyer Group Member from and against, (IA) any Taxes to the extent shown as a liability or reserve on the Cut-Off Closing Date Balance Sheet and included in Closing Date Working Capital StatementCapital, and (IIB) any Taxes imposed on either of the Acquired Companies or for which either of the Acquired Companies may otherwise be liable as a result of transactions engaged in by the Buyer or any Affiliate of the Buyer (other than Section 338 Taxesincluding, after the Closing Date, the Acquired Companies) occurring on the Closing Date outside the ordinary course of business that are properly allocable to the portion of the Closing Date after the Closing, (C) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or foreign non-U.S. law as a result of the purchase of the Shares or the deemed purchase of Parisian Wholesalers, Inc. shares of the Company Subsidiary or that result from Buyer, any Affiliate of Buyer, or either of the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement otherwise being to be treated as a purchase or sale of assets of the Company or the Company Subsidiary for Tax purposes, (D) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of (i) either of the Acquired Companies for federalby Buyer or (ii) assets of the Acquired Companies, stateincluding pursuant to the Post-Closing Sale, local or other Tax purposes and (E) subject to the provisions immediately below, Identified Taxes (Taxes described in this proviso, hereinafter "“Excluded Taxes"”). Seller With respect to Identified Taxes only, Sellers shall be liable for and shall indemnify and hold harmless each Buyer Group Member under this Section 8.1(a)(i) to the extent that the amount of such Identified Taxes (for the avoidance of doubt, excluding any related Losses and Expenses) exceeds One Million Dollars ($1,000,000.00) (the “Identified Tax Deductible”). Sellers shall be liable for and shall indemnify and hold harmless each Buyer Group Member under this Section 8.1(a)(i) for any and all Identified Taxes exceeding the Identified Tax Deductible, but not related Losses and Expenses (and, for the avoidance of doubt, such Identified Taxes shall not constitute Excluded Taxes). Other than any such Tax refund (i) shown as an asset on the Closing Date Balance Sheet and included in Closing Date Working Capital (ii) attributable to Excluded Taxes, or (iii) attributable to Identified Taxes that are not indemnified by the Sellers up to the Identified Tax Deductible, Sellers shall be entitled to any refund of (or credit for) Taxes for allocable to any Pre-Closing Tax Period, in either case net of any reasonable out-of-pocket costs incurred by Buyer in collecting such Tax refunds. Upon the reasonable request of the Stockholder Representative, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which Seller is liable Sellers are entitled pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statementpreceding sentence. (ii) Buyer shall be liable for and pay, and pursuant to Article X XI (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, Losses and Expenses incurred by such Seller Group Member in connection with or arising from (A) any and all Taxes imposed on any either of the Acquired Companies, or for which any either of the Acquired Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Closing Date (except for Income Taxes described in Section 7.2(a)(i)(C), and (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller Buyer shall not be liable for or pay, and shall not indemnify or hold harmless any Seller Group Member from and against any Taxes incurred by such Seller Group Member in connection with or arising from any Taxes for which Seller is liable under this Agreement (including, without limitation, under Section 8.1(a)(i)). Except as otherwise provided herein, Buyer shall be entitled to any refund of (or credit for) (x) Taxes described in clause (A) and (y) Excluded Taxes. (iii) For purposes of Sections 8.1(a)(i) and (a)(ii), whenever it is necessary to determine the liability for Taxes of the Acquired Companies for a Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall 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 other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Acquired Companies or with respect to the Shares for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, that (w) transactions engaged in by the Buyer or any Affiliate of the Buyer, occurring on the Closing Date outside the ordinary course of business that are properly allocable to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, (x) exemptions, allowances or deductions that are calculated on an annual basis, such as the property taxes and deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis, (y) the Post-Closing Sale shall be apportioned to the portion of any Straddle Period beginning the day after the Closing Date, and (z) in the case of real property, personal property and similar periodic Taxes, such Taxes shall be allocated between such two taxable years or periods on a per diem basis. (iv) Notwithstanding anything herein to the contrary, Buyer and Sellers shall each be liable for and pay, and shall indemnify the other against, fifty percent (50%) any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement. The Acquired Companies will file all Sectionnecessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Sellers and Buyer will, and will cause their respective Affiliates to, join in the execution of any such Tax Returns and other documentation. Notwithstanding the foregoing, Sellers shall have no liability for any such Taxes arising solely out of or solely in connection with the Post-Closing Sale. (v) (A) Buyer shall cause the Acquired Companies to claim any and all Transaction Tax Deductions in a taxable period (or portion of a Straddle Period) ending on or prior to the Closing Date, to the extent such positions are “more likely than not” to be sustained on the merits, and calculated under the principles of Schedule 8.1(a)(v).

Liability for Taxes. (i) Seller shall be liable indemnify Buyer and its Affiliates, including the Transferred Entities other than BCL for and pay, and pursuant all Losses that arise from or relate or are attributable to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against any and all Taxes (A) Taxes of, imposed on or with respect to the Transferred Entities (for the avoidance of doubt, including BCL) and the Transferred Assets which have arisen or may arise wholly in respect or in consequence of any Event occurring or deemed to occur on or before Closing (including, without prejudice to the foregoing, the execution or performance of the Companies pursuant Agreement) or any income, profits or gains earned, accrued or received in any taxable period ending on or prior to Treas. Reg. ss. 1. 1502the Closing Date and the portion through the end of the Closing Date of any taxable period that includes (but does not end on) the Closing Date (a “Pre-6 Closing Period”), to the extent such Taxes (i) are not reflected on or similar provision reserved for in the calculation of state or local law solely Final Net Book Value, and (ii) do not arise, and are not increased, as a result of the Companies having been members a voluntary transaction, action or omission carried out or effected by Buyer or a Transferred Entity, or any member of the Seller's Affiliated Buyer’s Group, at any time after Closing, other than any such transaction, action or omission carried out or effected (Bu) imposed with respect to the filing of any Tax Return for any Tax period that begins on or after and ends after the Closing Date, (v) with the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed, (w) where such transaction, action or omission is required by applicable Law, (x) under a legally binding commitment of a Transferred Entity created on or before Closing or (y) pursuant to any obligation in any of the Companies, Transaction Documents or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off Date, (Cz) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions outside in the ordinary course of business after the Cut-Off Date but before the of a Transferred Entity, as carried on at Closing, (EB) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Transfer Taxes for which Seller is liable pursuant to this Section 7.25.5(a), except (C) Taxes imposed on Seller or any member (other than a Transferred Entity) of a consolidated, affiliated, combined, unitary or similar group with which Seller or any of its Affiliates files a consolidated, affiliated, combined, unitary or similar Tax Return for any refund tax period, (D) Taxes imposed on or payable by any Transferred Entity under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law) by reason of such Transferred Entity being included in any consolidated, affiliated, combined, unitary or similar group at any time on or before the Closing Date, (E) Taxes imposed as a result of or attributable to any Section 338(h)(10) Election, (F) any breach of a representation made in Section 3.8 or (G) Taxes suffered by any Transferred Entity arising in consequence of the extent shown failure by another company (not being any of the Transferred Entities or any member of the Buyer’s Group) to discharge taxation within a specified time or otherwise, and for which the relevant Transferred Entity is liable as an asset on a result of having at any time prior to or at Closing been a member of the Cut-Off Date Working Capital Statementsame group as that company for the purposes of any Taxes or as a result of having at any time prior to or at Closing controlled or been controlled by another Person (not being any of the Transferred Entities or any member of the Buyer’s Group) (construing “control” in accordance with Sections 707 and 708 of the Corporation Taxes Act 2010). (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and for all Taxes imposed on any of the Companies, or for which any of Transferred Entities and the Companies may otherwise be liable, for any taxable year or period that begins after the Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes Transferred Assets not described in Section 7.2(a)(i)(C5.5(a)(i) and any Transfer Taxes for which Buyer is liable pursuant to Section 5.5(g), . (Biii) Excluded Taxes, and (C) in In the case of any Taxtaxable period that includes, but does not end on the Closing Date (a “Straddle Period”), the excessamount of any Taxes based on or measured by income, if anyreceipts or other measurable basis of the Transferred Entities or the Transferred Assets shall be determined based on an interim closing of the books as of the Closing, other than VAT of (i) the Seller’s VAT Group, and the amount of property, ad valorem and other Taxes of the Transferred Entities or the Transferred Assets imposed on a periodic basis for a Straddle Period that relates to the Pre-Closing Period shall be deemed to be the amount of such Tax shown for the entire period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending at the Closing and the denominator of which is the number of days in such Straddle Period and VAT of the Seller’s VAT Group that relates to the Pre-Closing Period shall be determined as though the Closing were the end of a Prescribed Accounting Period of the Seller’s VAT Group; provided that, for the avoidance of doubt any degrouping or other exit Tax charges that arise to a Transferred Entity as a liability on result of or in connection with the Cut-Off Date Working Capital Statement over (ii) execution of this Agreement or the amount completion of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller Transaction shall be liable for all Sectiontreated as being Taxes that arise in a Pre-Closing Period, including any deferred items triggered into income by Treasury Regulations Section 1.1502-13, any excess loss account taken into income under Treasury Regulations Section 1.1502-19 and any income attributable to any Section 338(h)(10)

Liability for Taxes. (ia) After the Closing and subject to the other provisions of Article XIII and Section 14.01, Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Buyer Group Member against Indemnified Parties from and against, and pay and reimburse Buyer Indemnified Parties for, all Losses that any and Buyer Indemnified Party at any time suffers or incurs, or to which any Buyer Indemnified Party otherwise becomes subject to, as a result of or in connection with, without duplication, (i) all Taxes (A) imposed on any of the Acquired Companies pursuant to Treas. Reg. ss. 1. 1502§ 1.1502-6 or similar provision of state or local law solely as a result of the Companies an Acquired Company having been members a member of a Consolidated Tax Group prior to the Closing Date (including, for the avoidance of doubt, any liability of the Seller's Affiliated GroupAcquired Companies for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (Bii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Contract the primary subject matter of which is Taxes, relating to an event or transaction occurring before the Closing Date, (iii) Taxes imposed on any of the Companies, or for which any of the Acquired Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the CutAccounts Date (including, for the avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies for any Post-Off Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the earlier of (Cx) any Xxxxxxx 000 Xxxxxthe last day of such Straddle Period and (y) the Closing Date, and (Xv) any Income Taxes resulting from the Seller Conversion Event (other than Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing inability to make a Section 338(h)(10) Election as a result of a Seller Conversion Event, which shall be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"an Excluded Tax); provided, however, that Seller shall not be liable for or pay, and does shall not agree to indemnify or hold harmless any Buyer Group Member Indemnified Parties from and againstagainst (A) any Taxes taken into account as a liability in calculating Expense Overruns, (IB) any Taxes imposed on any Acquired Company as a result of transactions (other than the Seller Conversion Event) occurring after the Closing on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (C) any Taxes to the extent shown as a liability on the Cut-Off Date Working Capital StatementPLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (IID) any Taxes (other than 338 Increased Tax Liability, as defined in Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes 10.08 (Taxes described in this proviso, hereinafter "“Excluded Taxes"”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, Buyer, the Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for all federal income Tax purposes (in accordance with Treas. Reg. §1.1502- 76(b)(1)(ii)(B)) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit foror offset of Taxes claimed in lieu of cash Tax refunds) Taxes for which Seller is liable pursuant (net of any cost, expenses or Taxes in connection with such refund) allocable to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after ends on or before the Cut-Off Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately ending on and including the Accounts Date. If any amount paid pursuant to the preceding sentence shall subsequently be challenged successfully by any Tax Authority, Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the Acquired Company, as applicable, with respect to such challenge. Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund or credit, including through the filing of amended Tax Returns. Upon a request by Seller in writing, Buyer shall inform Seller shortly after the Cut-Off Date end of a relevant calendar year as to whether any such refund or credit is, or with the taking of action would be, available. (except b) Buyer shall, without duplication of amounts paid by the Acquired Companies under Section 10.06(b) or otherwise, be liable for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in the case of any Tax, the excess, if any, of pay (i) Taxes in an amount equal to the amount Lockbox Tax Liability of the Acquired Companies for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Tax shown as a liability Straddle Period beginning on the Cut-Off day after the Accounts Date Working Capital Statement over and ending on and including the earlier of (x) the last day of such Straddle Period and (y) the Closing Date, (ii) all Taxes imposed on any Acquired Company for any taxable year or period (or portion thereof) that begins after the amount of Tax that would have been shown as a liability on the Cut-Off Closing Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all Sectionand (iii)

Liability for Taxes. (i) Seller shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) Section 8.02 shall indemnify and hold harmless each Buyer Group Member against any and all Taxes Purchaser against, (A) all Taxes imposed on the Seller or any Acquired Subsidiary, or for which the Seller or any subsidiary may otherwise be liable, as a result of having been a member of a consolidated group (including, without limitation, Taxes for which the Companies Seller or any Acquired Subsidiary may be liable pursuant to Treas. Reg. ss. 1. 1502Treasury Regulation Section 1.1502-6 or similar provision provisions of state state, local or local foreign law solely as a result of the Companies having been members a member of the Seller's Affiliated Groupsuch a consolidated group), (B) all Taxes imposed on any of the CompaniesSeller, or for which any of the Companies Seller may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Cut-Off DateClosing Date (including, without limitation, any obligations to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to any consolidated group and any Taxes resulting from the Seller or any Acquired Subsidiary ceasing to be a member of any such group), (C) any Xxxxxxx 000 Xxxxx, (X) any Income all Taxes arising from transactions outside making the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the CodeElections, and (FD) any all Taxes imposed by reason of on the transfer of assets Seller pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code 8.03 or any similar provisions other provision of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital StatementAgreement. (ii) Buyer Purchaser shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) Section 8.02 shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, Acquired Assets (other than an Acquired Subsidiary) for any taxable year or period that begins after the Cut-Off Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after the Cut-Off Date (except for Income Taxes described in Section 7.2(a)(i)(C)Closing Date, and (B) Excluded Taxes, and (C) in the case of all Taxes imposed on any Tax, the excess, if any, of (i) the amount of such Tax shown as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paidAcquired Subsidiary for any taxable year or period; provided, however, -------- ------- that Seller Purchaser shall not be liable for all Sectionor pay, and shall not indemnify Seller against, any Taxes for which Seller is liable under this Agreement (including, without limitation, Section 10.04(a)(i)).

Liability for Taxes. (i) Seller shall be liable for and pay, and pursuant to Article X (and subject to the any applicable limitations thereofthereunder) shall indemnify indemnify, defend and hold harmless each Buyer Group Member against any and Purchaser against, all Taxes (A) imposed on any of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the CompaniesHoldco Group Member, or for which any of the Companies Holdco Group Member may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Closing Date and, with respect to any Straddle PeriodPeriod (as hereinafter defined), the portion of such Straddle Period ending that ends on and including includes the CutClosing Date, (B) imposed on any Holdco Group Member, pursuant to Treas. Reg. ss. 1.1502-Off Date6 or similar provision of state, local or foreign law solely as a result of such Holdco Group Member having been a member of the Seller's Group (as hereinafter defined), (C) that are withholding or payroll Taxes associated with any Xxxxxxx 000 XxxxxPayment (as defined in Section 6.11(a)(v)), (XD) any Income Taxes arising from transactions outside the ordinary course of business after the Cut-Off Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing any audit, written inquiry, claim or demand by a taxing authority disallowing a deduction or similar Tax item that was previously claimed with respect to be members a Payment in accordance with Section 6.11(a)(v) and that gave rise to a tax reduction for which Purchaser previously paid Seller in accordance with Section 6.11(a)(v) or (E) imposed as a result of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under any dividend or other transfer contemplated by Section 1052 of the Code, and (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes")6.12; provided, however, that Seller shall not be liable for or pay, and does shall not agree to indemnify indemnify, defend or hold harmless any Buyer Group Member from and Purchaser against, (I) any Taxes to the extent shown as a liability on the Cut-Off Date Working Capital StatementCompany Financials (other than the Excluded Liabilities), and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of Holdco Capital Stock or the Shares deemed purchase of Parisian Wholesalersshares of any of its subsidiaries, Inc. or that result from Purchaser, any Affiliate of Purchaser, any Holdco Group Member or any of their subsidiaries engaging in any activity or transaction that would cause the transactions contemplated by this Agreement otherwise being to be treated as a purchase or sale of assets of any Holdco Group Member or any of the Companies their subsidiaries for federal, statestate or local Tax purposes, local and (III) any Taxes imposed on any Holdco Group Member or for which any Holdco Group Member may otherwise be liable as a result of transactions other Tax purposes than in the ordinary course of business and occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. ss. 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Purchaser and Seller agree that, with respect to any transaction described in clause (III) of the preceding sentence, each Holdco Group Member and all persons related to any Holdco Group Member under Section 267(b) of the Code immediately after the Closing shall treat the transaction for all federal income Tax purposes (in accordance with Treas. Reg. ss. 1.1502-76(b)(1)(ii)(B)), and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant allocable to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement. (ii) Buyer shall be liable for and pay, and pursuant to Article X (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that begins after ends on or before the Cut-Off Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning immediately after ending on and including the Cut-Off Closing Date (except for Income Taxes described in Section 7.2(a)(i)(C), (B) Excluded Taxes, and (C) in the case of other than any Tax, the excess, if any, of (i) the amount of such Tax refunds shown as a liability an asset on the Cut-Off Date Working Capital Statement over (ii) the amount Company Financials. For purposes of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all Sectionthis Section 6.11:

Liability for Taxes. Subject to the provisions of this Section 9.8, from and after the Closing: (i) Seller (A) Sellers, severally and not jointly (pro rata in accordance with their respective portion of the Adjusted Purchase Price), shall pay, shall be liable for and payshall indemnify, and pursuant to Article X (and subject to the limitations thereof) shall indemnify defend and hold harmless Purchaser and its Affiliates for Taxes of or with respect to Sellers or for which such Sellers are or may be liable, in each Buyer Group Member against case for purposes of this Section 9.8(a)(i)(A), pursuant to Section 9.6 (including any such Taxes incurred pursuant to any Tax allocation or Tax sharing agreement or arrangement (except, in each case, an agreement or arrangement entered into in the ordinary course of business and not primarily related to Taxes), by contract, as transferee or successor or otherwise) and (B) the Vista Blocker Sellers, severally and not jointly (pro rata in accordance with their respective direct or indirect ownership of the Vista Blockers), shall pay, shall be liable for and shall indemnify, defend and hold harmless Purchaser and its Affiliates for all Taxes (A) imposed on of or with respect to any of the Companies pursuant to Treas. Reg. ss. 1. 1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller's Affiliated Group, (B) imposed on any of the Companies, Vista Blockers or for which any of the Companies Vista Blockers is or may otherwise be liableliable (including pursuant to any Tax allocation or Tax sharing agreement or arrangement (except, in each case, an agreement or arrangement entered into in the ordinary course of business and not primarily related to Taxes), by contract, as transferee or successor or otherwise) for any taxable year or period that ends on or before the CutPre-Off Date and, with respect to any Straddle PeriodClosing Tax Period (such Taxes described in clauses (A) and (B), the portion “Seller Indemnified Taxes”); provided, that any indemnification obligation pursuant to this Section 9.8(a)(i) shall exclude (1) any Taxes that would not have arisen but for a breach after the Closing by Purchaser, the Vista Blockers or the Company Group of such Straddle Period ending on and including the Cut-Off Dateany covenant set forth in this Section 9.8, (C2) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes arising from transactions or actions taken by Purchaser, the Vista Blockers, the Company Group or any of their Affiliates on the Closing Date after the Closing that are outside the ordinary course of business or otherwise properly treated as occurring on the day after the Cut-Off Closing Date but before the Closing, (E) any Income Taxes imposed as a result of the Companies ceasing pursuant to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the Code, and 1.1502-76(b)(1)(ii)(B) (F) any Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the "Section 6.10 Taxes"); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions provision of state, local or foreign law as a result of law), (3) any sales or use, payroll or other withholding Taxes but only to the purchase of the Shares of Parisian Wholesalers, Inc. extent that (x) any Vista Blocker or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of its Subsidiaries has collected or withheld such Taxes on or before the Companies for federalClosing Date, stateand (y) the proceeds of which are held by any Vista Blocker or any of its Subsidiaries on the Closing Date and (4) any Taxes taken into account in calculating the Adjusted Purchase Price; provided, local or other Tax purposes (Taxes described in this provisofurther, hereinafter "Excluded Taxes"). Seller shall be entitled to that any refund of (or credit for) Taxes for which Seller is liable indemnification pursuant to this Section 7.29.8(a)(i) shall be limited to Taxes incurred with respect to Pre-Closing Tax Periods; provided, except further, that (x) with respect to any indemnity claim pursuant to Section 9.8(a)(i)(B), each Vista Blocker Seller shall only be liable for any refund and required to indemnify Purchaser and its Affiliates for Taxes incurred by and attributable to the extent shown Vista Blocker that, after the Pre-Closing Reorganization and immediately prior to the Stock Purchase, is owned directly or indirectly by such Vista Blocker Seller and (y) the aggregate maximum responsibility and liability of each Seller arising from an indemnification obligation pursuant to this Agreement shall not exceed the portion of the Blocker Corporation Cash Payment or the portion of the Initial Cash Purchase Price, as an asset on the Cut-Off Date Working Capital Statementcase may be, in each case, as adjusted and recalculated in accordance with Section 2.6, actually received by such Seller pursuant to this Agreement. (ii) Buyer Purchaser shall pay, shall be liable for and payshall indemnify, and pursuant to Article X (and subject to the limitations thereof) shall indemnify defend and hold harmless the Sellers for Taxes of or with respect to Purchaser or for which Purchaser is or may be liable (including pursuant to any Tax allocation or Tax sharing agreement or arrangement (except, in each Seller case, an agreement or arrangement entered into in the ordinary course of business and not primarily related to Taxes), by contract, as transferee or successor or otherwise) (A) of the Vista Blockers and the Company Group Member for any Post-Closing Tax Period or (B) for which Purchaser is responsible pursuant to Section 9.6, provided that the aggregate maximum responsibility and liability of the Purchaser arising from an indemnification obligation pursuant to this Section 9.8(a)(ii) shall not 61 exceed the Initial Cash Purchase Price as adjusted and againstrecalculated in accordance with Section 2.6. (iii) In the case of any Straddle Period, (A) any real, personal and all intangible property Taxes imposed on any (“Property Taxes”) for the Pre-Closing Tax Period will be equal to the amount of such Property Taxes for the Companiesentire Straddle Period multiplied by a fraction, or for the numerator of which any is the number of the Companies may otherwise be liable, for any taxable year or days during such period that begins after are in the CutPre-Off Date and, Closing Tax Period and the denominator of which is the number of days in the entire period and (B) Taxes (other than Property Taxes) will be computed as if such period ended on the Closing Date. (iv) Any amounts payable by the Sellers to the Purchaser and its Affiliates with respect to any Straddle PeriodSeller Indemnified Taxes pursuant to Section 9.8(a)(i) shall be reduced to take account of any net Tax benefit actually received in cash or in a reduction of Taxes of the Purchaser or its Affiliates in the taxable year in which such indemnification payment is made or any prior taxable year (determined on a “with and without” basis), arising from the portion incurrence or payment of any such Straddle Period beginning immediately Seller Indemnified Taxes. Any indemnity payment required to be made pursuant to this Section 9.8 shall be made no later than the later of (x) twenty (20) Business Days after the Cut-Off Date (except for Income Taxes described in Tax Indemnified Party gives notice to the Tax Indemnifying Party pursuant to Section 7.2(a)(i)(C9.8(d)(ii), (By) Excluded Taxes, and five (C5) Business Days before the relevant Tax Return on which such Tax is shown is due or (z) in the case of any Taxa Tax that is subject to a Tax Proceeding, the excess, if any, of five (i5) the amount of Business Days after such Tax shown Proceeding is concluded and cannot be further appealed or contested (including as a liability on the Cut-Off Date Working Capital Statement over (ii) the amount result of Tax that would have been shown as a liability on the Cut-Off Date Working Capital Statement if such amount had been based on the actual amount of Tax paid; provided, however, that Seller shall be liable for all Sectionsettlement).