Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

Liability for Taxes. (i) Parent ----------- ------------------- Aon shall be liable for and pay, and pursuant to Article XI shall (and subject to the provisions thereof but not subject to the limitations in Section 11.1(a)) agrees to indemnify and hold ---------- harmless each Buyer Group Member from Member, the Company and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromthe Subsidiaries against, any and all Taxes (A) imposed on the Company or any Company Subsidiary pursuant to Treas. Reg. (S) 1.1502- Treasury Regulation Section 1.1502-6 or similar provision of state or local law solely as a result of such the Company or any Subsidiary having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisthe Aon consolidated group, (B) imposed on or with respect to any the Company, any Subsidiary, or any Buyer Group Member as a result of the restructuring described in Section 8.8 of this Agreement, (C) imposed on the Company or any Subsidiary, or for which the Company or any Company Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, including Section 338 Taxes and any Taxes imposed on the transactions contemplated by the Sterling Agreement or (CD) arising solely from imposed on the terminationCompany or any Subsidiary as a result of any breach of warranty or misrepresentation under Section 5.7 but only for and to the extent attributable to any taxable year or period that ends on or before the Closing Date and, as with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent Aon shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, against (I) any incremental Taxes shown as a liability or reserve on the Net Worth Adjustment Report and taken into account in the calculation of the Closing Date Net Worth (“Reserved Taxes”); (II) any Taxes (other than any Section 338(h)(10) 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, the HEA Membership Interests or the SMMSLP LP Interests, Shares or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, of the Subsidiaries or that result from Buyer, any Affiliate of Buyer Buyer, the Company or any Company Subsidiary engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company or any Company (other than HEA) Subsidiary for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, purposes and (III) any Taxes shown imposed on the Company or any Subsidiary or for which the Company or any Subsidiary may otherwise be liable as a liability or reserve result of transactions occurring on the Closing Date Balance Sheet that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing and would not excluded have been otherwise included as a liability in determining Net Working Capital part of the Section 338 Taxes (the Taxes described in this proviso being referred to as "“Excluded Taxes"”); provided, further, that Aon’s liability for any withholding or employment Taxes relating to any taxable year or period ending on or before the Closing Date or the portion of any Straddle Period ending on and including the Closing Date shall be governed solely by the provisions of Section 5.7 (determined without regard to the last sentence thereof), including the applicable limitations of Article XI, and shall not be governed by this Section 8.1. Parent -------------- Except as otherwise provided in this Section 8.1, Aon shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. For the avoidance of doubt, no provision in this Agreement shall be read to require Buyer to pay over any amount of Taxes to Aon that has been reflected as a receivable (or netted against a Tax liability) in the Net Worth Adjustment Report or to require Buyer to indemnify Aon for any Taxes that would be treated as Section 338 Taxes as well as being treated under another provision of this Section 8.1. (ii) Buyer shall be liable for and pay, and pursuant to Article XI (and subject to the provisions thereof but not subject to the limitations in Section 11.2((a)) shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on the Company or any Subsidiary or for which it is the Company or any Subsidiary may otherwise be liable under this Section 8.2(afor any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B). --------------

Liability for Taxes. (i) The Member shall hold harmless and indemnify each of the Parent ----------- ------------------- shall be liable for Indemnitees from and payagainst, and pursuant to Article XI shall indemnify compensate and hold ---------- harmless reimburse each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromof the Parent Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 that arise directly or similar provision of state indirectly from or local law solely as a result of such or are directly or indirectly connected with (A) Taxes imposed on any Group Company, or for which any Group Company is otherwise liable, as a result of having been a member of a group Company Group during any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of corporations joining in filing Tax Returns such Straddle Period ending on a consolidated, combined or unitary basisand including the Closing Date, (B) Taxes imposed on or with respect to any a Group Company, or for which any a Group Company may is otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is Taxes imposed on a corporation Parent Group Member as a member result of such Parent Group Member being a United States shareholder (within the affiliated group (as defined in meaning of Section 1504 951(b) of the Code) of which Parent is any Group Company, to the parent corporationextent such amounts are attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a taxable year of the Group Company ending on or prior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (D) Taxes imposed on any cancellation of indebtedness income arising from as a result of the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxestransactions contemplated by this Agreement; provided, however, that -------- ------- Parent the Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in computing the Net Working Capital Amount, as finally determined pursuant to Section 1.08. (ii) For purposes of Section 11.02(a)(i), whenever it is necessary to determine the Liability for Taxes of a Group Company for a Straddle Period, the determination of the Taxes of the Group Company for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or payperiods, 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 Group Company for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Group Company were closed at the close of the Closing Date; provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as ad valorem and other similar Taxes imposed on property (“Property Taxes”), franchise based solely on capital, and depreciation deductions, shall not indemnify be apportioned between such two (2) taxable years or hold harmless periods on a daily basis. In determining whether a Property Tax is attributable to a Tax period ending on or before the Closing Date or a Straddle Tax Period (or portion thereof), any Buyer Group Member from and againstProperty Tax shall be deemed a Property Tax attributable to the taxable period specified on the relevant Property Tax xxxx . For purposes of Section 11.02(a)(i), whenever it is necessary to determine the liability for Taxes of a United States shareholder (Iwithin the meaning of Section 951(b) any incremental Taxes of the Code) of a controlled foreign corporation (other than within the meaning of Section 338(h)(10957 of the Code) Taxes) that result from any actual or deemed election attributable to amounts included in the income of such United States shareholder under Section 338 951 of the Code for the taxable year or period of such controlled foreign corporation that begins on or before and ends after the Closing Date, the determination of liability for any similar provisions of state, local such Taxes shall be made by assuming that the taxable year or foreign law as a result period of the purchase controlled foreign corporation consisted of two (2) taxable years or periods, one which ended at the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase close of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after and the Closing, and (III) any Taxes shown as a liability or reserve on other of which began at the beginning of the day following the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (relevant items of income, gain, deduction, loss or credit of the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- controlled foreign corporation shall be entitled allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the controlled foreign corporation were closed at the close of the Closing Date; provided, however, that Subpart F income (within the meaning of Section 952 of the Code) of the controlled foreign corporation shall be determined without regard to any refund Section 952(c) of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------the Code.

Liability for Taxes. (ia) Parent ----------- ------------------- Each Contributor shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member PEGC I Indemnitee (as defined in Section 10.01 below) from and against any and all Losses and Expenses suffered or incurred by such Buyer Group Member PEGC I Indemnitee in connection with or arising from, any and all from (i) Taxes (A) imposed on any Contributed Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state Subsidiary thereof or local law solely for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of such Company having been a member of a group Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of corporations joining in filing Tax Returns on state, local or foreign Law as a consolidated, combined result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or unitary basisany Subsidiary thereof ceasing to be a member of any Contributed Company Group), (Bii) Taxes imposed on any Contributed Company or with respect to any CompanySubsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (Ciii) arising any breach of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely from for the terminationpurpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties), and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Account. (b) For purposes of Section 8.01(a), whenever it is necessary to determine the liability for Taxes of a Contributed Company or any Subsidiary thereof for a Straddle Period, the determination of the Taxes of such Contributed Company or Subsidiary thereof for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of such Contributed Company or Subsidiary thereof for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of such Contributed Company or Subsidiary thereof were closed at the close of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall not be apportioned between such two taxable years or periods on a daily basis. (c) The obligations of the Contributors under this Section 8.01(a) shall be: (i) joint and several among the Contributors that are wholly-owned, directly or indirectly, by PELP and (ii) otherwise individual and several with respect to those Contributors listed on Schedule 10.01(d). (d) PEGC I OP shall be liable for or and pay, and shall not indemnify or and hold harmless any Buyer Group Member each Contributor Indemnitee from and against, (I) against any incremental Taxes (other than Section 338(h)(10) Taxes) that result and all Losses suffered or incurred by such Contributor Indemnitee in connection with or arising 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, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity breach of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate covenant of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement PEGC I OP relating to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------contained herein.

Liability for Taxes. (a) the Seller shall be responsible for, pay or cause to be paid, and shall indemnify the Buyer and each of its Subsidiaries and Affiliates (including the Business Subsidiaries after the Closing Date) (each a “Buyer Tax Indemnitee”) and hold each Buyer Tax Indemnitee harmless from and against (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes of the Business Subsidiaries for any Pre-Closing Period, (Aii) imposed on all Taxes of any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a an affiliated, consolidated, combined or unitary basisgroup of which any Business Subsidiary (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (Biii) any and all Taxes of any person imposed on a Business Subsidiary as a transferee or with respect successor, by contract or pursuant to any Companylaw, for which any Company may otherwise be liablerule, or with respect regulation, which Taxes relate to the HEA Membership Interests an event or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends transaction occurring on or before the Closing Date and(other than (w) all Transfer Taxes for which the Buyer is responsible pursuant to Section 7.08, (y) any such Taxes reflected in the Initial Working Capital Statement or Final Working Capital Statement and (z) any such Taxes arising from or in connection with respect any breach by the Buyer or any of its Affiliates of any covenant contained in this Agreement (such Taxes described in (y) and (z), herein are referred to as “Excluded Taxes”). (b) The Buyer shall, except to the extent that such Taxes are the responsibility of the Seller under Section 7.01(a), be responsible for, pay or cause to be paid, and shall indemnify the Seller and its Subsidiaries and Affiliates (other than the Business Subsidiaries) (each a “Seller Tax Indemnitee”) and hold each Seller Tax Indemnitee harmless from and against all Transfer Taxes for which the Buyer is responsible pursuant to Section 7.08. (c) For all purposes of this Agreement, in determining the Taxes attributable to the Pre-Closing Period included in any Straddle Period and in determining Taxes in the Initial Working Capital Statement and the Final Working Capital Statement, (i) Property Taxes shall be equal to the amount of such Property Taxes for the 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, the portion of such Straddle Period ending on and including the Closing Date, (Cii) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Property Taxes) that result from any actual or deemed election under Section 338 shall be computed as if such taxable period ended as of the Code end of the day on the Closing Date using a closing of the books method and (iii) notwithstanding Sections 7.01(c)(i) and (ii), any Taxes attributable to any election made by Buyer pursuant to Section 7.15 of this Agreement or any similar provisions action taken by Buyer out of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled allocated to any refund of (or actual credit for when the Post-Closing Period and as actually realized) Taxes for which it is liable under are not contemplated by this Section 8.2(a). --------------Agreement.

Liability for Taxes. (i) Parent ----------- ------------------- Sellers shall pay or cause to be liable for and paypaid, and pursuant to Article XI shall indemnify each Purchaser Tax Indemnitee and fully protect, save and hold ---------- each Purchaser Tax Indemnitee harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes the following: (A) any Tax imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 upon or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect relating to the HEA Membership Interests Sellers (other than in respect of the Companies, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or the SMMSLP LP Interests, in each case described in this clause (BCIPC) for any taxable year period (whether before or period that ends on or before the Closing Date and, with respect to after any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date), (C) arising solely from including any such Tax for which the termination, as Purchaser or a Company may be liable under Section 1.1502-6 of the Closing Date, of any Company that is a corporation as a member of the affiliated group Treasury Regulations (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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 law), as a result of the purchase of the Sharestransferee or successor, the HEA Membership Interests by contract or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction otherwise; (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (IIB) any consolidated, combined or unitary Taxes (other than Section 338(h)(10in respect of the Companies, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC) Taxes) imposed on of any Company, for group of which any Company may of the Sellers, BP Amoco or any of their respective Affiliates is a member or is the common parent; (C) any consolidated, combined or unitary Taxes imposed upon or relating to any of the Companies, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC for any Pre-Closing Period; (D) any Taxes resulting from or arising out of any transaction set forth in Section 2.6 of this Agreement or otherwise be liable contemplated hereunder or with respect to any other transaction undertaken in any Pre-Closing Period by any of the HEA Membership Interests Sellers or the SMMSLP LP Interests as a result Companies or any of actual transactions not in their Affiliates outside of the ordinary course of business occurring on the Closing Date after the Closing, and business; (IIIE) any Taxes shown as a liability imposed upon or reserve on relating to UTP Energy, Unistar or any Subsidiary, entity, Property or asset held directly or indirectly by UTP Holdings prior to the Closing Date Balance Sheet and restructuring set forth in Section 2.6(b)(iv) that will not excluded as a liability in determining Net Working Capital be so held after such restructuring; (the F) any Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled imposed upon or relating to any refund of the Companies, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way or CIPC for the Pre-Effective Time Period (regardless of when such Taxes are paid) and any Taxes imposed upon or actual credit relating to the Product Inventory for the Pre-Closing Period (regardless of when and as actually realizedsuch Taxes are paid); (G) any Taxes for which it is liable under this resulting from or arising out of any Section 8.2(a338(h). --------------

Liability for Taxes. (ia) Parent ----------- ------------------- Seller shall be liable for and payfor, and pursuant to Article XI shall indemnify and hold ---------- Buyer, the Company, the Subsidiaries and their affiliates harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, (1) any and Taxes caused by or resulting from the sale of the Shares (including, without limitation, all Taxes (Aarising from the Section 338(h)(10) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisElection), (B2) any Taxes imposed on or with respect to incurred by the Company or any Company, for Subsidiary arising out of the inclusion of the Company or any Subsidiary in any Group of which the Company or any Company may otherwise be liable, Subsidiary is or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends was a member on or before the Closing Date and(even if such Taxes relate to income arising after the Closing Date), (3) any Taxes imposed on or incurred by the Company or any Subsidiary (or any Group with respect to the taxable items of the Company or any Straddle PeriodSubsidiary) for any taxable period ending on or before the Closing Date (or the portion, determined as described in paragraph (c) of this Section 9.2, of any such Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such Straddle Period ending period occurring on and including or before the Closing DateDate (the "Pre-Closing Period")), (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I4) any incremental Taxes (other than Section 338(h)(10) 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 payable as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity a breach by Seller of any Conveyed Companies Subsidiaryrepresentation or covenant set forth in Section 2.8 or 4.5, (5) any sales, use, value added, transfer, real property transfer or that result gain, gross receipts, excise, stamp, documentary or similar Taxes arising from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by in this Agreement to and (6) any attorneys' fees or other costs incurred by Buyer, the Company, the Subsidiaries or any affiliate thereof in connection with any payment from Seller under this paragraph (a) of Section 9.2. (b) Buyer shall be treated as a purchase or sale of assets of any Company (other than HEA) for federalliable for, state or local Tax purposesand shall indemnify and hold Seller and its affiliates harmless from, (II1) any Taxes (other than Section 338(h)(10) Taxes) imposed on or incurred by the Company or any Company, Subsidiary for which Seller is not liable under paragraph (a) of this Section 9.2 and (2) any attorneys' fees or other costs incurred by Seller or any affiliate thereof in connection with any payment from Buyer under this paragraph (b) of Section 9.2. (c) Whenever it is necessary for purposes of paragraph (a) or (b) of this Section 9.2 to determine the portion of any Taxes imposed on or incurred by the Company may otherwise be liable or with respect to the HEA Membership Interests any Subsidiary (or the SMMSLP LP Interests as any Group) for a result of actual transactions not in the ordinary course of business occurring taxable period beginning on or before and ending after the Closing Date after which is allocable to the ClosingPre- Closing Period, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- determination shall be entitled to made, in the case of property, ad valorem or similar Taxes (which are not measured by, or based upon, production) or franchise or capital Taxes (which are not measured by, or based upon, net income), on a per diem basis, except any refund consequences of (or actual credit for when and as actually realized) Taxes for which it is liable under this the Section 8.2(a338(h). --------------

Liability for Taxes. (i) Seller Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI X (and subject to any applicable limitations thereunder) shall indemnify indemnify, defend and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromPurchaser against, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 Holdco Group Member, or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company Holdco Group Member may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the 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 Closing Date, (CB) arising imposed on any Holdco Group Member, pursuant to Treas. Reg. Section 1.1502-6 or similar provision of state, local or foreign law solely from the termination, as a result of the Closing Date, of any Company that is a corporation as such Holdco Group Member having been a member of the affiliated group Seller Parent's Group (as hereinafter defined), (C) that are withholding or payroll Taxes associated with any Payment (as defined in Section 1504 of the Code) of which Parent is the parent corporation6.11(a)(vi)), (D) arising from the distribution imposed as a result of any audit, written inquiry, claim or otherwise relating demand by a taxing authority disallowing a deduction or similar Tax item that was previously claimed with respect to the Excluded Assets or the Excluded Business 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) that are imposed as a result of any dividend or other transfer contemplated by Section 338(h)(10) Taxes6.12; provided, however, that -------- ------- Seller Parent shall not be liable for or pay, and shall not indemnify indemnify, defend or hold harmless any Buyer Group Member from and Purchaser against, (I) any incremental Taxes shown as a liability on the Company Financials (other than Section 338(h)(10the Excluded Liabilities), (II) Taxes) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, Holdco Capital Stock or the deemed purchase of shares or equity of any Conveyed Companies Subsidiaryof its subsidiaries, or that result from BuyerPurchaser, any Affiliate of Buyer Purchaser, any Holdco Group Member or any Company of their subsidiaries engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) Holdco Group Member or any of their subsidiaries for federal, state or local Tax purposes, (IIIII) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, Holdco Group Member or for which any Company Holdco Group Member may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not other than in the ordinary course of business and occurring on the Closing Date after 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 Closing, and (III) any Taxes shown as a liability or reserve on portion of the Closing Date Balance Sheet after the Closing and not excluded as a liability (IV) any Interim Period Tax imposed on any Holdco Group Member or for which any Holdco Group Member may otherwise be liable to the extent in determining Net Working Capital excess of the Offset Amount with respect to such Interim Period Tax (the Taxes described in this proviso being referred to as proviso, hereinafter "Excluded Taxes"). Purchaser and Seller Parent -------------- shall be entitled agree that, with respect to any refund transaction described in clause (III) of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------the preceding sentence, each Holdco Group

Liability for Taxes. (a) RRD shall be liable for, and indemnify each Company Group Member against, all (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on the Company or any Company Subsidiary solely as a result of being a member of a Combined Group pursuant to Treas. Reg. (S) 1.1502- 1.1502-6 or similar provision provisions of state or and local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, and (Bii) Taxes imposed on the Company or with respect to any CompanySubsidiary, or for which the Company or any Company Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period (or portion thereof) that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent RRD shall not be liable for or payfor, and shall not indemnify or hold harmless any Buyer Company Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (IIIA) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and (B) up to $100,000 of Taxes described in clause (ii) of this Section 2(a) that are not excluded shown as a liability in determining Net Working Capital or reserve on the Balance Sheet (the Taxes described in this proviso being referred to as proviso, "Excluded Taxes"). Parent -------------- Except to the extent shown as an asset on the balance sheet, RRD shall be entitled to any refund of (or actual credit for) Taxes attributable to RRD or any of its Affiliates (including the Company and each of the Subsidiaries) allocable to any taxable year or period (or portion thereof) that ends on or before the Closing Date, and the Company agrees to remit any such refund paid to it to RRD. (b) The Company shall be liable for, and indemnify each RRD Group Member against, all Taxes imposed on the Company or any Subsidiary, or for when which the Company or any Subsidiary may otherwise be liable (including, without limitation, Excluded Taxes); provided, however, that the Company shall not be liable for, and as actually realized) shall not indemnify any RRD Group Member against, any Taxes for which RRD is expressly liable pursuant to Section 2(a) of this Agreement. Except as provided in Section 2(a) or 2(d) of this Agreement, the Company shall be entitled to any refund of (or credit for) Taxes attributable to the Company or any Subsidiary for any taxable year or period (or portion thereof). (c) For purposes of Sections 2(a) and 2(b) of this Agreement, the allocation of Taxes of a Combined Group to the Company and the Subsidiaries for the taxable year or period (or portion thereof) ending on the Closing Date shall be determined consistent with RRD's current tax sharing arrangement. Further, whenever it is necessary to determine the liability for Taxes of the Company or any Subsidiary for a partial taxable year or period (including a partial period ending on the Closing Date), the determination of the Taxes of the Company or such Subsidiary for the portion of such period shall be determined on a "closing of the books basis" by assuming that the books of the Company or such Subsidiary were closed at the close of such period, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis and deductions (such as depreciation) allowable on a periodic basis shall be allocated on a daily basis. (d) Notwithstanding Section 2(a) of this Agreement, if, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax liability for which RRD would otherwise be liable under this pursuant to Section 8.2(a2(a), and such change results in a potential decrease (the "Decrease Amount") in the Tax liability of the Company, any Subsidiary or any Affiliate thereof for any taxable year or period (or portion thereof) beginning after the Closing Date, then RRD shall be entitled to the full amount of such Decrease Amount (whether through (i) a retention by RRD of any Tax refund, reduction in Taxes, Tax credit, or other benefit equal to such Decrease Amount; (ii) a payment by the Company of an amount equal to the Decrease Amount; (iii) an offset by RRD of amounts otherwise payable by RRD to the Company; (iv) a combination of the foregoing; or (v) other means). --------------The Decrease Amount shall be determined by assuming that (i) the Company, any Subsidiary or any Affiliate thereof is subject to Tax at the highest marginal rate in effect for all affected taxing jurisdictions at the time the Decrease Amount is determined, and (ii) the potential decrease in Tax liability will be recognized by the Company, any Subsidiary or any Affiliate thereof immediately. (e) The Company shall pay, and shall indemnify RRD against, 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.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes pay (A) all Taxes imposed on any the Company or the Company Subsidiary pursuant to Treas. Reg. (S) 1.1502- § 1.1502-6 or similar provision of state state, local or local foreign law solely as a result of such the Company or the Company Subsidiary having been a member of a group of corporations joining in filing Consolidated Tax Returns on a consolidated, combined or unitary basisGroup, (B) Taxes imposed on or with respect to any Company, for which any the Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) Company Subsidiary for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising any payments owed by the Company or the Company Subsidiary under any Tax allocation, sharing or indemnity agreements (other than any such agreements solely from between the termination, as of Company and the Closing Date, of Company Subsidiary or any such agreements entered into by the Company that is a corporation as a member of or the affiliated group (as defined in Section 1504 of Company Subsidiary after the Code) of which Parent is the parent corporationClosing), (D) arising from any Taxes imposed on the distribution of or otherwise relating to the Excluded Assets Company or the Excluded Business or Company Subsidiary in connection with the Reorganization Transactions, and (E) that are Section 338(h)(10) Taxesany liability of the Company or the Company Subsidiary for the payment of Taxes of a predecessor or any transferor or otherwise by operation of a similar principle of Law in each case which relate to an event or transaction occurring on or before the Closing Date; provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member Purchaser from and against, (I) any incremental Taxes to the extent such Taxes were taken into account as a liability or reserve in calculating Final Working Capital, (other than Section 338(h)(10II) Taxes) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, Shares or that result from BuyerPurchaser, any Affiliate of Buyer Purchaser, the Company or any the Company Subsidiary engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any the Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, Company Subsidiary for Tax purposes and (III) any Taxes shown imposed on the Company or the Company Subsidiary as a liability or reserve result of transactions occurring on the Closing Date Balance Sheet and not excluded as a liability that are properly allocable (based on, among other relevant factors, factors set forth in determining Net Working Capital Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing (the Taxes described in this proviso being referred to as "proviso, hereinafter “Excluded Taxes"”). (ii) Purchaser and Seller agree that, with respect to any transaction described in clause (III) of Section 5.8(a)(i), the Company and all persons related to the Company 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. Parent -------------- 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. (iii) Seller shall be entitled to any refund of (or actual credit for when and as actually realizedagainst) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Purchaser shall, and shall cause its controlled 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 for any period that ends on or before Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Purchaser shall inform Seller shortly after the end of each calendar year as to whether any such refund or credit is, or with the taking of action would be, available. Notwithstanding the foregoing, Seller shall not be entitled to any such refund of (or credit against) Taxes to the extent that such refund or credit (a) was taken into account as an asset in calculating Final Working Capital, (b) is used by Purchaser to offset any Taxes paid by Purchaser for which Seller is responsible pursuant to Section 8.2 or (c) arose from the carryback of losses, credits or other Tax attributes from a taxable period (or portion thereof) beginning after the Closing Date. (iv) Purchaser shall be liable for and pay (A) all Taxes imposed on the Company or the Company Subsidiary for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date unless such Taxes are described in clause (A), (C) or (D) of Section 5.8(a)(i) and (B) all Excluded Taxes. (v) For purposes of Section 5.8(a)(i)-(iv), whenever it is liable under this Section 8.2(anecessary to determine the liability for Taxes of the Company or the Company Subsidiary for the portion of a Straddle Period that ends on or before the Closing Date, and the portion of a Straddle Period that begins after the Closing Date, the determination shall be made by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Company or such Company 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 Company or such Company Subsidiary were closed at the close of the Closing Date, provided, however, that (I) transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date (it being understood that the Reorganization Transactions shall be allocated to a taxable period ending on or before the Closing Date irrespective of when those transactions occur), 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. (vi) Notwithstanding anything to the contrary herein, Seller and Purchaser agree that Seller makes no representation, warranty, and provides no other assurance, with respect to the amount of any Tax Attributes of the Company or the Company Subsidiary, or with respect to the availability on and after the Closing Date of any Tax Attributes of the Company or the Company Subsidiary. --------------Seller shall have no liability for any Taxes resulting from or arising with respect to any sale of the Company or the Company Subsidiary (or any assets thereof) following the Closing Date.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article XI X (and subject to the limitations thereof) shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company of the Companies or any Subsidiary pursuant to Treas. Reg. (S) 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 Company Subsidiary having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisthe Seller Group, (B) imposed on any of the Companies or with respect to any CompanySubsidiary, or for which any Company of the Companies or any Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Cut-Off Date, (C) arising solely from attributable to the termination, as Plan of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporationReorganization, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or that are Section 338 Taxes, (E) imposed on any of the Companies or any Subsidiary as a result of any transaction (other than the transactions expressly contemplated by this Agreement) occurring between the Cut-Off Date and the Closing that are not in the ordinary course of business or (F) imposed as a result of a disallowance, pursuant to a final determination, of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the last sentence of Section 338(h)(107.2(a)(v) Taxesor of 50% of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the fifth sentence of Section 7.3(a); provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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 extent taken into account as a result of liability on the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities final Cut-Off Date Working Capital Statement and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any property Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or extent such Taxes are not due and payable prior to the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Cut-Off Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "proviso, hereinafter “Excluded Taxes"”). Parent -------------- Except for any real property tax refund attributable to the Business, Seller shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for which Seller is liable pursuant to this Section 7.2. (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 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 and (B) Excluded Taxes; 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 under 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 8.2(a7.2, 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 real 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. (i) Parent ----------- ------------------- Seller shall be liable for and for, pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromagainst, (A) any and all Taxes (A) imposed on any the Company or the Subsidiaries pursuant to Treas. Reg. (S) 1.1502- Treasury Regulation Section 1.1502-6 or similar provision of state or local law solely as a result of such the Company or the Subsidiaries having been a member of the Aon or any other consolidated group and any and all Taxes imposed on the Company or the Subsidiaries as a group of corporations joining in filing Tax Returns on a consolidatedtransferee or successor, combined by contract, or unitary basisotherwise, and (B) imposed on any and all Taxes of the Company or with respect to any Companythe Subsidiaries, or for which any the Company or the Subsidiaries may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of including any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) 338 Taxes; provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, against (I) any incremental Taxes (other than any Section 338(h)(10) 338 Taxes) of the Company or any of its Subsidiaries that result from any actual or deemed an election under Section 338 338(a) of the Code or any similar provisions of state, local or foreign law as a result (other than, for the avoidance of doubt, an election under Section 338(h)(10) of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Code) made unilaterally by Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, the Company or the Subsidiaries or for which any the Company or the Subsidiaries may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not engaged in or directed by Buyer after the Closing to the extent such transactions are outside the ordinary course of business occurring on and not otherwise contemplated by this Agreement (the Closing Date after the ClosingTaxes described in clauses I and II hereof being referred to as “Excluded Taxes”), and (III) any Taxes shown as a (excluding, for the avoidance of doubt, any reserve for deferred Taxes established to reflect timing differences between book and Tax income) of the Company or any Subsidiaries to the extent the liability or reserve on for such Taxes are reflected in the Closing Date Balance Sheet and not excluded as a liability in determining calculation of Final Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes")Capital. Parent -------------- Seller shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date to the extent such refund is not reflected in the calculation of the Final Net Working Capital. (ii) Buyer shall be liable for, pay, indemnify, and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on the Company or the Subsidiaries or for which the Company or the Subsidiaries may otherwise be liable for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B) Excluded Taxes. (iii) Whenever it is liable necessary to determine the liability for Taxes of the Company or the Subsidiaries for a Straddle Period under this Section 8.2(aAgreement, the portion of such Taxes that relates to the portion of the Straddle Period ending on and including the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable year or period multiplied by a fraction the numerator of which is the number of days in the taxable year or period ending at the close of the Closing Date and the denominator of which is the number of days in the entire taxable year or period, and (y) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant taxable year or period ended at the close of the Closing Date. The portion of such Taxes that relates to the portion of the Straddle Period beginning after the Closing Date shall be equal to the actual tax payable for the entire Straddle Period less the portion attributable to the period ending on the Closing Date. (iv) Any real property or gains Tax (other than any income or similar Taxes). --------------, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement shall be borne one-half by Seller and one-half by Buyer.

Liability for Taxes. From and after the Closing Date, CAC and its present or future Affiliates (iother than the Companies) Parent ----------- ------------------- shall be liable for and paydefend, and pursuant to Article XI shall indemnify and hold ---------- Purchaser and its respective present and future Affiliates harmless each Buyer Group Member from and against any and all Losses which any of them may suffer, incur or sustain arising out of or attributable to, or resulting from (i) any breach of any of the representations and Expenses incurred by such Buyer Group Member warranties contained in connection with or arising fromSection 3.13, (ii) any and breach of the covenant contained in Section 5.1(a)(vi), (iii) all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 the Companies, or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company the Companies may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date (a "Pre-Closing Tax Period") and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing DateDate (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 Company Group), other than any transaction of Purchaser or any of its Affiliates not in the ordinary course of business (other than transactions contemplated hereunder) that occurs on the Closing Date but after the Closing, (Civ) arising solely from Taxes of or imposed on the termination, Companies as a result of the Closing Date, of any Company that is a corporation as having been a member of the affiliated a consolidated, combined or unitary group (as defined in Section 1504 of including, without limitation, Taxes for which the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not Companies may be liable for pursuant to Treas. Reg. Section 1.1502-6 or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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 having been a member of a consolidated, combined or unitary group and any Taxes resulting from the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity Companies ceasing to be a member of any Conveyed Companies Subsidiaryconsolidated, combined or that result from Buyerunitary group), and (v) all Section 338 Taxes and all Taxes imposed upon any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by Section 5.2. For purposes of this Agreement Section 6.3, whenever it is necessary to be treated as determine the liability for Taxes of the Companies for a purchase or sale Straddle Period, the determination of assets the Taxes of any Company (other than HEA) the Companies for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed the portion of the Straddle Period ending on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on and including the Closing Date after shall be determined by assuming that the ClosingStraddle Period consisted of two taxable years or periods, and (III) any Taxes shown as a liability or reserve on one which ended at the close of the Closing Date Balance Sheet and not excluded as a liability the other which began at the beginning of the day following the Closing Date and such Taxes that are in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- nature of real or personal property taxes shall be entitled to any refund of (apportioned between such two taxable years or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------periods on a daily basis.

Liability for Taxes. (ia) Parent ----------- ------------------- From and after Closing, the Sellers shall jointly and severally be liable for and payfor, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member the Purchaser and its Affiliates from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with attributable to (i) any Taxes of the Companies or arising from, the Subsidiaries for any and Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date; (ii) all Taxes relating to the ownership or operation of the Business or the acquisition, ownership, or sale of any assets primarily related to the Business in any Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date; (Aiii) imposed on any Taxes of Sellers or of any other Person for which any Company or Subsidiary is liable, including pursuant to Treas. Reg. (S) 1.1502- Treasury Regulation Section 1.1502-6 or any similar provision of state state, local or local law solely non-U.S. Law, as a result of such Company having been being a member of a group of corporations joining in filing Tax Returns on a an affiliated, consolidated, joint, unitary, combined or unitary basis, (B) imposed similar group for Tax purposes including Sellers or any Affiliate of any Seller other than the Companies and the Subsidiaries on or with respect prior to any Company, for which any Company may otherwise be liablethe Closing Date, or with respect as a successor or transferee or otherwise as a matter of Law to the HEA Membership Interests extent arising from a transaction or event occurring prior to the Closing; (iv) any payments required to be made by the Companies or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before Subsidiaries following the Closing Date and, with respect pursuant to any Straddle PeriodTax allocation, Tax indemnity, or Tax sharing agreement entered into by any Company or Subsidiary prior to the Closing (other than any such agreements solely among Companies and/or Subsidiaries or any customary agreements entered into in the ordinary course of business that do not primarily relate to Tax matters); and (v) any Taxes arising from or imposed in connection with the transfer, conveyance or assignment of any assets pursuant to Section 5.16 or the termination of the Terminated Affiliate Obligations pursuant to Section 5.9 (clauses (i) through (v), collectively, the “Pre-Closing Tax Indemnity”). Notwithstanding the foregoing, the Purchaser and its Affiliates shall first seek recovery under the Representations and Warranties Insurance Policy before seeking recovery from the Sellers pursuant to the Pre-Closing Tax Indemnity. (b) Whenever it is necessary for purposes of this Agreement to determine the portion of any Taxes for a Straddle Period which is allocable to the Pre-Closing Tax Period or the Post-Closing Tax Period, (i) any Taxes attributable to the Straddle Period that are based on or related to income, gains, or receipts will be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on an interim closing of the books (such Taxes allocable to the Pre-Closing Tax Period being determined as if such taxable period ended as of the end of the Closing Date) (provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on the Closing Date, on the one hand, and the portion of the Straddle Period beginning after the Closing Date, on the other hand, in proportion to the number of days in such Straddle Period included in the portion ending on the Closing Date and the number of days in such Straddle Period included in the portion beginning after the Closing) and (ii) any other Taxes will be prorated between the Pre-Closing Tax Period and the Post-Closing Tax Period based upon the number of days in the applicable period ending on and including the Closing Date, (C) arising solely from Date and the termination, as number of days in the portion of the Straddle Period beginning on and including the day after the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------.

Liability for Taxes. (i) Parent ----------- ------------------- Sellers shall be liable for and pay, and pursuant each Seller (jointly and severally and pro rata in accordance with their Aggregate Percentage Interests) agrees to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromagainst, (x) any and all Taxes (A) and associated Losses imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) Acquired Companies for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing DateDate and (y) any and all Taxes and associated Losses imposed on any of the Acquired Companies, (C) arising solely from or for which any of the terminationAcquired Companies may otherwise be liable, as a result of the Closing Date, of any Company that is a corporation as being or having been a member of the any “affiliated group group” (as defined in Section 1504 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code but taking into account the provisions of Section 1504(c) of the Code, as relevant) that, at any time on or before the Closing Date, includes or has included any of the Acquired Companies, or any other group of corporations filing Tax Returns on a combined, consolidated, unitary or similar basis that, at any time on or before the Closing Date, includes or has included any of the Acquired Companies (a “Company Group”) (including Taxes for which Parent is any of the parent corporationAcquired Companies may be liable pursuant to Treasury Regulation § 1.1502-6 or similar provisions of state, (D) arising from the distribution local or foreign law as a result of being or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxeshaving been a member of a Company Group); provided, however, that -------- ------- Parent Sellers shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (IIIA) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded included in Closing Date Working Capital, (B) any Taxes imposed on any of the Acquired Companies or for which any of the Acquired Companies may otherwise be liable as a liability in determining Net Working Capital result of non-ordinary course transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing, and (C) any Taxes that result from any actual or deemed election by Buyer or an Affiliate of Buyer under Section 338 of the Code or any similar provisions of U.S. state, local or non U.S. law as a result of the purchase of the Shares (Taxes described in this proviso being referred to as "proviso, hereinafter “Excluded Taxes"”). Parent -------------- Sellers shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and which Taxes are indemnifiable pursuant to this Section 8.1(a) other than refunds taken into account as an asset in Closing Date Working Capital; provided, however, that any refund created by a Transaction Tax Deduction paid to Seller hereunder shall reduce dollar-for-dollar the $5 million limitation in Section 8.1(a)(vi). Upon the 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 or credits to which Sellers are entitled pursuant to the preceding sentence. Buyer shall inform the Stockholder Representative promptly after the end of each calendar year as to whether such refund or credit is, or with the taking of action would be, available. (ii) Buyer shall be liable for and pay, and shall indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on any of the Acquired Companies, or for which any of the Acquired Companies may otherwise be liable, for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B) Excluded Taxes. (iii) For purposes of Sections 8.1(a)(i) and (a)(ii), whenever it is liable under 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 (x) transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date and (y) 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) Notwithstanding anything herein to the contrary, 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 Section 8.2(a). --------------Agreement shall be borne 50% by Buyer and 50% by Sellers.

Liability for Taxes. (i) Parent ----------- ------------------- Chart US shall be liable for and pay, and pursuant to Article XI shall (and subject to the limitations thereof, except, for the avoidance of doubt, the limitations of Section 11.1(a)(x), (y), and (z)), Chart US agrees to indemnify and hold ---------- harmless each Buyer Buyer’s Group Member from and against against, any Taxes imposed on any Acquired Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and all Losses including the Closing Date (the “Tax Indemnity”); provided, however, that Chart US shall not be liable for or pay, and Expenses incurred by such Buyer shall not indemnify or hold harmless any Buyer’s Group Member in connection with or arising fromfrom and against, any and all Taxes (A) any Taxes imposed on any Acquired Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely for which any Acquired Company may otherwise be liable as a result of such Company having been a member transactions occurring on the Closing Date that are allocable to the portion of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisthe Closing Date after the Closing, (B) imposed on subject to Section 8.1(g), any Taxes that result from any actual or with respect deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or non-U.S. law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer, or any Acquired Company engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Acquired Company for Tax purposes, (C) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of any Acquired Company by Buyer, (D) any Taxes to the extent resulting from a breach by Buyer of any covenant or agreement contained in this Agreement, including any covenant or agreement contained in this Section 8.1, and (E) any Taxes described under Section 8.1(a)(iv) (Taxes described in the foregoing clauses (A) through (E), “Excluded Taxes”). Sellers shall be entitled to any Company, for which any Company may otherwise be liable, refund of (or with respect credit for) Taxes allocable to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, in each instance, less any Taxes on such refund or credit, except to the extent such refund or credit was included as an asset in the calculation of Closing Net Working Capital. Upon the request of Sellers, Buyer shall, and shall cause each Acquired Company and its Affiliates to, take all actions necessary, and all actions reasonably requested by Sellers, to timely claim any refunds to which any Seller is entitled pursuant to the preceding sentence, including filing (Cor causing to be filed) arising solely all Tax Returns (including amended Tax Returns) or other documents claiming any such refunds. The amount due to Sellers shall be payable ten (10) days after receipt of any such refund from the terminationapplicable Governmental Body (or, as if the refund is in the form of credit or offset, ten (10) days after the due date of the Closing Date, of any Company that is a corporation as a member of the affiliated group Tax Return claiming such credit or offset). (as defined in Section 1504 of the Codeii) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent Buyer shall not be liable for or and pay, and pursuant to Article XI (and subject to the limitations thereof) shall not indemnify or and hold harmless any Buyer each Seller Group Member from and against, (IA) any incremental and all Taxes (other than Section 338(h)(10) 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, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Acquired Company, or for which any Acquired Company may otherwise be liable liable, for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the HEA Membership Interests or the SMMSLP LP Interests as a result portion of actual transactions not in the ordinary course of business occurring on such Straddle Period beginning after the Closing Date after the ClosingDate, and (IIIB) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- Except as otherwise provided herein, Buyer shall be entitled to any refund of (or actual credit for when and as actually realizedfor) (x) Taxes described in the foregoing clause (A) and (y) Excluded Taxes. (iii) For purposes of Section 8.1(a)(i) and Section 8.1(a)(ii), to the extent permissible under applicable Requirements of Law, the parties agree to elect (and to cause each Acquired Company to elect) to have each Tax year of each Acquired Company end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that any Acquired Company is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (x) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which it is liable under the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; provided, however, if as a result of the transactions contemplated by this Section 8.2(aAgreement, the value of any asset is reassessed for purposes of determining the amount of any property or other Tax, any resulting increase in Tax for such Straddle Period shall be treated as being solely with respect to the portion of the Straddle Period beginning on the date after the Closing Date; and (y) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if such Acquired Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of applying the foregoing, (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) for income Tax purposes shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, gain, loss, deduction or credit from a transaction occurring on the Closing Date shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (C) any item of deduction attributable to any Transaction Expenses shall be allocated to the portion of the Straddle Period ending on the Closing Date. (iv) Notwithstanding anything herein to the contrary, all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne by Buyer. --------------With respect to Taxes described in the preceding sentence, Sellers shall reasonably cooperate with Buyer in preparing and filing any such Tax Returns as may be necessary, and the costs of preparing such Tax Returns shall be borne by Buyer.

Liability for Taxes. (a) From and after Closing, Sellers shall, jointly and severally, be liable for, indemnify, and hold harmless Purchaser and the Company Parties and their respective Affiliates from and against (together with all reasonable fees, expenses and costs relating thereto), (i) Parent ----------- ------------------- shall be any Income Taxes imposed by any applicable Laws on any Seller, any of its direct or indirect owners or Affiliates (other than a Company Party), or any combined, unitary, or consolidated group of which any of the foregoing is or was a member for any taxable period (or portion thereof) whether before or after Closing, (ii) any Taxes imposed on, relating to, or incurred by any Company Party attributable to a Pre-Closing Period, (iii) any Taxes of any Consolidated Group (or any member thereof, other than a Company Party) of which any Company Party (or any predecessor thereof) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local Law, (iv) any Taxes of any other Person for which any Company Party is or has been liable as a transferee or successor, by contract or otherwise, to the extent such Taxes arise out of events, transactions or relationships occurring or existing prior to the Closing, (v) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets for and payany taxable period (or portion thereof) whether before or after Closing, and (vi) any Taxes resulting from a breach of any of the representations and warranties set forth in Section 3.7 or in the certificate delivered at Closing pursuant to Section 8.2(c) (determined without regard, in each case, to any materiality or knowledge qualifiers) or a breach by Sellers of any of the covenants set forth in Article XI 9 (collectively, “Seller Taxes”); provided that no such Tax will constitute a Seller Tax (x) to the extent such Tax was included as a current liability in the final determination of the Effective Time Net Working Capital or (y) to the extent arising from any transaction or action of a Company Party occurring on the Closing Date and after the Closing that occurs outside the ordinary course of business. Notwithstanding anything in this Agreement to the contrary, Seller Taxes shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, include any and all Taxes (Ax) imposed on arising out of or in connection with any Company pursuant transaction or action relating to Treas. Reg. any of the XXX-STACK Purchase Agreement or the TOMPC Purchase Agreement (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisand the transactions contemplated thereby), (By) imposed on or with respect to the Sooner Entities (including any Company, for which any Company may otherwise be liableTaxes resulting from a distribution of, or other transaction involving, the Sooner Entities), or (z) incurred in connection with or relating to any transaction or action described in Section 9.11. (b) For purposes of Section 9.1(a)(ii): (i) any Taxes attributable to a Straddle Period that are based on or related to income, gains or receipts will be allocated between the Pre-Closing Period and the Post-Closing Period based on an interim closing of the books (such Taxes allocable to the Pre-Closing Period being determined as if such Straddle Period ended as of the end of the day on the Closing Date); (ii) any ad valorem, property or similar Taxes that are imposed on a periodic basis with respect to the HEA Membership Interests or assets of any Company Party for a Straddle Period will be allocated between the SMMSLP LP Interests, Pre-Closing Period and the Post-Closing Period based upon the number of days in each case described in this clause (B) for any taxable year or period that ends the applicable Straddle Period falling on or before the Closing Date andDate, with respect to any Straddle Periodon the one hand, the portion of such Straddle Period ending on and including after the Closing Date, on the other hand; (Ciii) arising solely from any sales, use and other similar Taxes imposed on a transactional basis (for the terminationavoidance of doubt, as not including Taxes described in clause (i)), shall be allocated to the period in which the transaction giving rise to such Taxes occurred, except for Transfer Taxes provided in Section 12.3; and (iv) any severance, production and similar Taxes based upon or measured by the quantity of or the value of the Closing Date, production of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating Hydrocarbons shall be allocated to the Excluded Assets or taxable period in which the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of relevant production occurred. Notwithstanding anything to the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyercontrary herein, any Affiliate of Buyer franchise Tax paid or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or payable with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- each Company Party shall be entitled allocated to any refund the taxable period during which the income, operations, assets or capital comprising the base of (or actual credit such Tax is measured, regardless of whether the right to do business for when and as actually realized) Taxes for which it another taxable period is liable under this Section 8.2(a). --------------obtained by the payment of such franchise Tax.

Liability for Taxes. (i) Parent ----------- ------------------- Dover US shall be liable for and pay, and pursuant subject to the limitations made applicable thereto in Article XI shall XI, Dover US agrees to indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses of or incurred by such Buyer Group Member in connection with or arising from, (x) any and all Taxes (A) of or imposed on any of the Acquired Companies for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including any Section 338(h)(10) Taxes), (y) any Taxes imposed on an Acquired Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been prior to the Closing a member of a group of corporations joining in filing Tax Returns on a an affiliated, consolidated, combined or unitary basisgroup for Tax purposes, (z) any breach of any warranty or any inaccuracy of any representation contained in Section 5.6(d) or (e) (any such Tax, other than an Excluded Tax, a “Seller Indemnified Tax”); provided, however, that Dover US shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (A) any Tax to the extent shown as a liability or reserve on the Closing Date Balance Sheet and included as a liability in the calculation of Closing Date Working Capital, (B) any Tax imposed on any of the Acquired Companies or with respect to any Company, for which any Company of the Acquired Companies may otherwise be liableliable as a result of any transaction outside the ordinary course of business occurring on the Closing Date after the Closing at the direction of Buyer or (C) any Taxes (other than Section 338(h)(10) Taxes and any Taxes resulting from the sale of Xxxxxxx Aerospace) that result from any actual or deemed election under Section 338(h)(10) of the Code or any similar provisions of U.S. state, local or non-U.S. law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer, or with respect any of the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Acquired Company for Tax purposes, and (D) notwithstanding anything to the HEA Membership Interests or contrary herein, any Taxes resulting from a sale of any of the SMMSLP LP Interests, in each case Acquired Companies by Buyer (Taxes described in this clause proviso, “Excluded Taxes”). Dover US shall be entitled to any refund of (Bor credit for) for Taxes received by a Buyer Group Member that is attributable to an Acquired Company allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the extent such refund or credit was included as an asset in the calculation of Closing Net Working Capital. Upon the request of Dover US, Buyer shall file (Cor cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which Dover US is entitled pursuant to the preceding sentence. (ii) Buyer shall be liable for and pay, and subject to the limitations made applicable thereto in Article XI shall indemnify and hold harmless each Seller Group Member from and against any Losses and Expenses of or incurred by such Seller Group Member in connection with or arising solely from from, (A) any and all Taxes imposed on any of the terminationAcquired Companies, as or for which any of the Acquired Companies may otherwise be liable, for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date (other than any such Tax that is a Seller Indemnified Tax) and (B) Excluded Taxes. (iii) In the case of any Taxes attributable to an Acquired Company for a Straddle Period, the allocation of such Taxes between 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 (x) in the case of real property and other ad valorem Taxes, by apportioning to each day in such Straddle Period an equal portion of such Taxes and (y) in the case of other Taxes, 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 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, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (IA) any incremental Taxes (other than Section 338(h)(10) 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, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the non-ordinary course of business transactions occurring on the Closing Date after that are properly allocable to the Closing, and (III) any Taxes shown as a liability or reserve on portion of the Closing Date Balance Sheet after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date and not excluded (B) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a liability daily basis. (iv) Notwithstanding anything herein to the contrary, all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes incurred in determining Net Working Capital connection with this Agreement (the including any real property transfer Tax and any other similar Tax) shall be borne 50% by Buyer and 50% by Sellers. With respect to Taxes described in this proviso being referred to the preceding sentence, Buyer and Sellers shall reasonably cooperate in preparing and filing any such Tax Returns as "Excluded Taxes"). Parent -------------- may be necessary, and the costs of preparing such Tax Returns shall be entitled borne in proportion to any refund the sharing of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------the related Taxes.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article XI X (and subject to any applicable limitations thereunder) shall indemnify indemnify, defend and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromPurchaser against, any and all Taxes (A) imposed on any Company Holdco Group Member, or for which any Holdco Group Member may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period (as hereinafter defined), the portion of such Straddle Period that ends on and includes the Closing Date, (B) imposed on any Holdco Group Member, pursuant to Treas. Reg. (S) 1.1502- ss. 1.1502-6 or similar provision of state state, local or local foreign law solely as a result of such Company Holdco Group Member having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisthe Seller's Group (as hereinafter defined), (BC) that are withholding or payroll Taxes associated with any Payment (as defined in Section 6.11(a)(v)), (D) imposed as a result of 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 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 any dividend or other transfer contemplated by Section 6.12; provided, however, that Seller shall not be liable for or pay, and shall not indemnify, defend or hold harmless Purchaser against, (I) any Taxes shown as a liability on the Company Financials (other than the Excluded Liabilities), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of Holdco Capital Stock or the deemed purchase of shares of any of its subsidiaries, 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 to be treated a purchase or sale of assets of any Holdco Group Member or any of their subsidiaries for federal, state or local Tax purposes, 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 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 Companytransaction 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 which any Company may otherwise be liableall federal income Tax purposes (in accordance with Treas. Reg. ss. 1.1502-76(b)(1)(ii)(B)), or with respect and (to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (Bextent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (Date other than Section 338(h)(10) 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 Tax refunds shown as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring an asset on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes")Company Financials. Parent -------------- shall be entitled to any refund For purposes of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------6.11:

Liability for Taxes. (i) Parent ----------- ------------------- Cargill shall be liable for and pay, and pursuant to Article XI Section 9.21 shall indemnify and hold ---------- harmless each Buyer Group Member Newco Indemnitee, on an After-Tax Basis, from and against any and all Losses and Expenses incurred by any such Buyer Group Member Newco Indemnitee in connection with or arising from, any and all Taxes from (A) all taxes imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 Contributed Subsidiary or similar provision of state any Subsidiary thereof, or local law solely for which the Contributed Subsidiary or any such Subsidiary may otherwise be liable, as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidatedGroup (including, combined or unitary basiswithout limitation, (B) imposed on or with respect to any Company, taxes for which the Contributed Subsidiary or any Company such Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for pursuant to Treasury Regulation Section 1.1502-6 or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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 having been a member of a Group and any taxes resulting from the purchase of the Shares, the HEA Membership Interests Contributed Subsidiary or the SMMSLP LP Interests, or the deemed purchase of shares or equity any such Subsidiary ceasing to be a member of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEAGroup) for federal, state any taxable period ending on or local Tax purposesprior to the Effective Date, (IIB) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or all income taxes payable with respect to the HEA Membership Interests any United States federal, state, or the SMMSLP LP Interests as foreign, consolidated, combined or unitary income tax return of a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the ClosingCargill Group (“Cargill Retained Taxes”), and (IIIC) all income or transfer taxes (excluding any Taxes shown value added or similar tax) imposed as a direct result of the restructuring of the Xxxxxxx Fertilizer Businesses contemplated by Section 8.06, except to the extent such income or transfer tax liability or reserve on is reflected in the Closing Date Balance Sheet and not excluded as a liability in determining consolidated Net Operating Working Capital of the Contributed Subsidiaries. As used herein, a “Group” is any “affiliated group” (as defined in Section 1504(a) of the Taxes described Code without regard to the limitations contained in this proviso being referred Section 1504(b) of 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 as "Excluded Taxes"). Parent -------------- shall be entitled to the Contributed Subsidiary or any refund of such Subsidiary (or actual credit for when 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 as actually realized) Taxes for which it a “Cargill Group” is liable under this Section 8.2(a). --------------a Group that includes Cargill or any direct or indirect Subsidiary of Cargill, but does not include a Group consisting only of Contributed Subsidiaries.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article ARTICLE XI (and subject to the provisions thereof (which, for the avoidance of doubt, do not include the Cap or the Basket)) shall indemnify and hold ---------- harmless each Buyer Group Member from and against against, (A) any Incremental Subpart F Taxes and (B) all Losses Taxes imposed on the Purchased Entities or applicable to the Business or the Assets, in each case for any liability arising in any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and Expenses incurred including the Closing Date including, for the avoidance of doubt, (x) any amounts payable by such reason of the membership (or termination of membership) of any Purchased Entity in a consolidated or affiliated group or other relationship to another entity or similar arrangement prior to the Closing Date, whether by virtue of recapture of losses, credits, other Tax attributes or otherwise and (y) any amount arising out of or relating to the pre-closing restructuring of the Purchased Entities resident in Mexico described in SCHEDULE 8.2(A)(I) (the "MEXICAN RESTRUCTURING") or the pre-Closing removal of cash from the Purchased Entities; PROVIDED, HOWEVER, that Seller shall not be liable for or pay, and shall not indemnify any Buyer Group Member in connection with from and against, (I) any Taxes shown as a liability or arising fromreserve on the Closing Date Working Capital Statement, or (II) any and all Taxes that result from any actual or deemed election under Section 338 of the Code (Aother than the Non-U.S. Section 338 Elections) imposed on or any Company pursuant to Treas. Reg. (S) 1.1502- 6 similar provisions of state, local or similar provision of state or local foreign law solely as a result of such Company having been the purchase or deemed purchase of the 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 member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed Purchased Entity on or with respect to any Company, for which any Company may otherwise be liable, or with respect prior to the HEA Membership Interests Closing Date at the direction of Seller) that would cause the transactions contemplated by this Agreement to be treated as a purchase or the SMMSLP LP Interestssale of assets of any Purchased Entity for federal, in each case state or local Tax purposes (Taxes described in this clause proviso, hereinafter "EXCLUDED TAXES"). Seller shall be entitled to any refund of Taxes (Bincluding by reason of a reduction of Taxes to be paid) for allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) 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 Taxes shown as an asset or receivable on the Closing Date Working Capital Statement shall be for Buyer's account. For the avoidance of doubt, any U.S. foreign Tax credits arising solely from the termination, as under Section 902 of the Code with respect to dividends paid or deemed paid after the Closing Date, 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 any Company that is a corporation as a member Seller or its Affiliates (after the Closing) under Section 901 or 902 of the affiliated group (as defined in Section 1504 Code shall be for the account of Buyer, and for the Code) further avoidance of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent 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 or and pay, and pursuant to ARTICLE XI (and subject to the provisions thereof (which, for the avoidance of doubt, do not include the Cap or the Basket)) shall not indemnify or hold harmless any Buyer each Seller Group Member from and against, (IA) any incremental all Taxes (other than Section 338(h)(10) Taxes) that result from any actual imposed on the Purchased Entities or deemed election under Section 338 of applicable to the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests Business or the SMMSLP LP InterestsAssets, or the deemed purchase of shares or equity of in each case for any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging liability arising in any activity taxable year or transaction (other than period that begins after the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federalClosing Date and, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to any Straddle Period, the HEA Membership Interests or the SMMSLP LP Interests as a result portion of actual transactions not in the ordinary course of business occurring on such Straddle Period beginning after the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"B). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

Liability for Taxes. (ia) Parent ----------- ------------------- and the Seller shall be liable for and pay, and shall indemnify, defend, and hold harmless the Acquiror Indemnified Parties from and against, and reimburse any Acquiror Indemnified Party for, any Losses with respect to (i) Taxes imposed on the Company or any Transferred Subsidiary pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- Treasury Regulation Section 1.1502-6 or similar provision of state state, local or local law solely foreign Law as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidatedcombined, combined consolidated or unitary basisbasis with Parent or the Seller or any of their Affiliates prior to the Closing, (Bii) Taxes imposed by reason of the Company or any Transferred Subsidiary having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract (other than contracts which (a) are ordinary course commercial agreements and (b) the primary subject matter of which is not Taxes), as a result of activities or transactions taking place at or prior to the Closing, (iii) Taxes imposed on the Company or with respect to any CompanyTransferred Subsidiary, or for which the Company or any Company Transferred Subsidiary may otherwise be liable, liable or Taxes with respect to the HEA Membership Interests or the SMMSLP LP InterestsBusiness, in each case described in this clause (B) for any taxable year or period that ends on or before the Pre-Closing Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (Civ) arising solely Taxes that arise from the termination, as of the Closing Date, or are attributable to any inaccuracy in or breach of any Company that is a corporation as a member of the affiliated group (as defined representation or warranty made in Section 1504 of the Code) of which Parent is the parent corporation3.21(e), (Df) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (Eh) that are or to any breach of any Tax covenant under this Agreement, and (v) Section 338(h)(10) 338 Taxes; provided, however, that -------- ------- Parent and the Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member the Acquiror from and against, (IA) any incremental Taxes (other than any Section 338(h)(10) 338 Taxes) that result from any actual or election (other than the Section 338(h)(10) Elections, and any elections deemed election made as a result of the Section 338(h)(10) Elections) under Section 338 of the Code or any similar provisions of state, local or foreign law Law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, Shares or the deemed purchase of shares or equity the Capital Stock of any Conveyed Companies Subsidiary, Transferred Subsidiary or that result from Buyerthe Acquiror, any Affiliate of Buyer the Acquiror, the Company or any Company Transferred Subsidiary engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) Transferred Subsidiary for federal, state state, local or local other Tax purposes, (IIB) any Taxes (other than Section 338(h)(10) Taxes) imposed on the Company or any Company, Transferred Subsidiary or for which the Company or any Company Transferred Subsidiary may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (IIIC) any Taxes shown as for which the Acquiror is liable under Section 7.01(b), and (D) any Taxes taken into account in the calculation of the Final Working Capital. (b) The Acquiror shall be liable for and pay, and shall indemnify, defend, and hold harmless the Seller Indemnified Parties from and against, and reimburse the Seller Indemnified Party for any Taxes imposed on the Company or any Transferred Subsidiary, or for which the Company or any Transferred Subsidiary may otherwise be liable, that are not subject to indemnification pursuant to Section 7.01(a). (c) For purposes of Sections 7.01(a) and 7.01(b), whenever it is necessary to determine the liability for Taxes of the Company or a liability Transferred Subsidiary for a Straddle Period, the determination of the Taxes of the Company or reserve such Transferred Subsidiary 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 (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Company or such Transferred Subsidiary for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company or such Transferred Subsidiary were closed at the close of the Closing Date, provided, however, that (I) transactions occurring on the Closing Date Balance Sheet that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, and (II) in the case of Taxes imposed on a periodic basis (e.g., property Taxes) and exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two (2) taxable years or periods on a daily basis. For purposes of Section 7.01(d), where it is necessary to apportion any refund or credit between Parent or the Seller and the Acquiror for a Straddle Period, such refund or credit shall be apportioned in the same manner that Tax liabilities are apportioned pursuant to this Section 7.01(c). Notwithstanding the foregoing provisions of this Section 7.01(c), if the transactions contemplated by this Agreement result in the reassessment of the value of any property owned by the Company or any Subsidiary for property Tax purposes, or the imposition of any property Taxes at a rate which is different than the rate that would have been imposed if such transactions had not excluded as occurred, then (y) the portion of such property Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be determined on a liability daily basis, using the assessed value and Tax rate that would have applied had such transactions not occurred, and (z) the portion of such property Taxes for the portion of such Straddle Period beginning after the Closing Date shall be the total property Taxes for the Straddle Period minus the amount described in determining Net clause (y) of this sentence. (d) All refunds of Taxes (including interest actually received thereon from a relevant Tax Authority) for which Parent and Seller are responsible pursuant to Section 7.01(a) (other than (i) to the extent such refund results from the carryback of a Tax attribute of the Company or any Transferred Subsidiary relating to a Post-Closing Taxable Period or (ii) any such refunds reflected on the Final Working Capital Statement) shall be for the account of Seller, and Acquiror shall pay such amounts (less Acquiror’s out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred by Acquiror, its Affiliates, the Taxes described Company or any Transferred Subsidiary in this proviso being referred connection with the receipt of such refund or interest) within thirty (30) days to as "Excluded Taxes")Seller if such refunds are received by Acquiror, the Company or any Transferred Subsidiary. Parent -------------- Acquiror shall be entitled to all other refunds of Taxes (including interest received thereon from a relevant Tax Authority) in respect of any Taxes of the Company or any Transferred Subsidiary (including to the extent such refund results from the carryback of a Tax attribute of the Company or any Transferred Subsidiary relating to a Post-Closing Taxable Period), and Seller shall pay such amounts (less Seller’s out-of-pocket costs incurred in connection with obtaining such refund and less any Taxes incurred by Seller, Parent or actual credit for when its Affiliates in connection with the receipt of such refund or interest) within thirty (30) days to Acquiror if such amounts are received by Seller, Parent or any Affiliate thereof. (e) Notwithstanding anything herein to the contrary, the Acquiror shall pay, and as actually realized) shall indemnify the Seller against, 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 Acquiror shall prepare and timely file all Tax Returns required to be filed in respect of any Taxes for which it is liable under pursuant to this Section 8.2(a7.01(e) (including any and all notices required to be given with respect to bulk sales taxes). --------------.

Liability for Taxes. (i) Parent ----------- ------------------- Seller shall be liable for and pay, and pursuant to Article XI X (and subject to the limitations thereof) shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company of the Companies or any Subsidiary pursuant to Treas. Reg. (S) 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 Company Subsidiary having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basisthe Seller Group, (B) imposed on any of the Companies or with respect to any CompanySubsidiary, or for which any Company of the Companies or any Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Cut-Off Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Cut-Off Date, (C) arising solely from attributable to the termination, as Plan of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporationReorganization, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or that are Section 338 Taxes, (E) imposed on any of the Companies or any Subsidiary as a result of any transaction (other than the transactions expressly contemplated by this Agreement) occurring between the Cut-Off Date and the Closing that are not in the ordinary course of business or (F) imposed as a result of a disallowance, pursuant to a final determination, of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the last sentence of Section 338(h)(107.2(a)(v) Taxesor of 50% of Tax benefits claimed by Buyer or any of its Affiliates pursuant to the fifth sentence of Section 7.3(a); provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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 extent taken into account as a result of liability on the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities final Cut-Off Date Working Capital Statement and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any property Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or extent such Taxes are not due and payable prior to the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Cut-Off Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "proviso, hereinafter “Excluded Taxes"”). Parent -------------- Except for any real property tax refund attributable to the Business, Seller shall be entitled to any refund of (or actual credit for when and as actually realizedfor) Taxes for which Seller is liable pursuant to this Section 7.2. (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 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 and (B) Excluded Taxes; 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 under 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 8.2(a7.2, 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. (i) Parent ----------- ------------------- Seller shall be liable for and paypay and, and pursuant to Article XI (and subject to the limitations thereof), shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, the following amounts: (A) any and all Taxes (A) imposed on the Company or any Company Subsidiary pursuant to Treas. Reg. (S) 1.1502- §1.1502-6 or similar provision of state state, local or local foreign law solely as a result of the Company or such Company Subsidiary having been a member of a group of corporations joining in filing the Seller’s Group or otherwise having filed any Tax Returns Return for any period beginning before the Closing Date on a combined, consolidated, combined affiliated or unitary basisbasis with a Person that is not, after the Closing, a Buyer Group Member, (B) imposed on the Company or with respect to any CompanySubsidiary, or for which the Company or any Company Subsidiary may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) 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, the HEA Membership Interests or the SMMSLP LP Interests, Shares or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, Subsidiary pursuant to this Agreement or that result from Buyer, Buyer or any Affiliate of Buyer Buyer, the Company or any Company Subsidiary engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause causes the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company or any Company (other than HEA) Subsidiary for federal, state or local Tax purposes, and (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on the Company or any CompanySubsidiary, or for which the Company or any Company Subsidiary may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after 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 Closing, and (III) any Taxes shown as a liability or reserve on portion of the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital after the Closing (the Taxes described in this proviso being referred to as "“Excluded Taxes"”), (C) any and all Taxes, costs or other expenses incurred by the Company, any Subsidiary or any Buyer Group Member as a result of a breach of any representation or warranty set forth in Section 5.7 or of any covenant contained in this Section 8.2, and (D) any and all Taxes arising as a result of the transactions described in Section 7.7. Parent -------------- Buyer and Seller agree that, with respect to any transaction described in clause (II) of the preceding sentence, the Company and all persons related to the Company 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. § 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 actual credit for when and as actually realizedfor) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. (ii) Buyer shall be liable for and pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify and hold harmless each Seller Group Member from and against the following amounts: (A) any and all Taxes imposed on the Company or any Subsidiary, or for which it is liable under this Section 8.2(athe Company or any Subsidiary may otherwise be liable, for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B). --------------

Liability for Taxes. (ia) Parent ----------- ------------------- Each Company Equityholder shall be liable for indemnify, defend and payhold harmless the Purchaser Indemnified Parties against, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against pay or reimburse any and Purchaser Indemnified Party for, all Losses and Expenses incurred by that such Buyer Group Member in connection with Purchaser Indemnified Party may at any time suffer or arising fromincur, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely become subject to, as a result of such Company having been a member of a group of corporations joining or in filing Tax Returns on a consolidated, combined or unitary basisconnection with, (BA) Taxes imposed on or with respect to the Company for any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”), including any Section 382 Liability; (B) with respect to any taxable period or portion thereof beginning on or before and ending after the Closing Date (a “Straddle Period”), Taxes imposed on or with respect to the Company that are allocable, pursuant to Section 7.1(c) below, to the portion of such taxable period ending on (and including) the Closing Date (a “Pre-Closing Straddle Period”); (C) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any corresponding or similar provision of state, local or foreign law; (D) Taxes of any Person (other than the Company), liability for which is imposed on the Company as a transferee or successor, by Contract or otherwise, pursuant to a transaction or Contract or other indemnification obligation that occurs or arises before the Closing; (E) the inaccuracy or breach of any representations or warranties contained in Section 4.17(x) or Section 4.18; (F) Taxes based upon, attributable to or resulting from any inaccuracy or breach of any representation or warranty made in this Agreement; (G) transfer, documentary, sales, use, stamp, registration, value added and other similar Taxes incurred in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, any real property transfer Tax and any other similar Tax) (“Transfer Taxes”); (H) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by the Company (to the extent such breach or non-fulfillment occurs prior to the Effective Time) or the Equityholder Representative in this Agreement; (I) Taxes required to be withheld by the Purchaser with respect to any payment made under this Agreement to the extent such Taxes were not withheld pursuant to Section 2.20; and (J) any costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (A) to (I). (b) The Purchaser shall indemnify, defend and hold harmless the Company Equityholder Indemnified Parties against, and pay or reimburse any Company Equityholder Indemnified Party for, all Losses that such Company Equityholder Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with all Taxes imposed on or with respect to the Company or for which any the Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date (as determined pursuant to Section 7.1(c)). Any amounts owed to the Company Equityholders by the Purchaser under this Section 7.1(b) shall be paid by the Purchaser in the manner specified in Section 2.13. (c) To the extent permitted or required by Applicable Law, the taxable year of the Company that includes the Closing Date shall be treated as closing on (and including) the Closing Date. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date, (C) arising solely from and the terminationportion 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. Taxes based on or measured by income, sales, use, receipts or other similar items of the Table of Contents Company for the Straddle Period shall be allocated between such two taxable years or periods on an interim closing of the books basis by assuming that the books of the Company were closed as of the end of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for amortization or depreciation, shall be apportioned between such two taxable years or periods on a daily basis in proportion to the number of days in each period (not withstanding that such exemptions, allowances or deductions may under Applicable Law be liable determined solely at the end of the Tax period). All other Taxes of the Company for a Straddle Period shall be allocated or payapportioned between such two taxable years or periods on a daily basis, such that such Taxes for a Pre-Closing Straddle Period shall be deemed to be equal to the amount of all such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding taxable period) multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Straddle Period, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 the denominator of which is the Code or any similar provisions number of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not calendar days in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------entire Straddle Period.

Liability for Taxes. (i) Parent ----------- ------------------- The Sellers shall be liable for and shall pay, and pursuant to the terms of Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from including, without limitation, each Company and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromSubsidiary, any and against, (x) all Taxes of the Companies and the Subsidiaries attributable to taxable years or periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, including, without limitation, all Tax liabilities triggered by the consummation of the transactions contemplated herein under the intercompany transaction or excess loss account provisions of the Federal consolidated return regulations (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision comparable provisions of state or local law or regulation) and (y) all Taxes imposed on any Company or Subsidiary under Reg. Section 1.1502-6 of the Federal consolidated return regulations (or comparable provisions of state or local law or regulation) solely as a result of such Company or Subsidiary having been a member prior to the Closing Date of a Seller Tax Group or of another group of corporations joining in (other than a group consisting solely of one or more Companies or Subsidiaries) filing Tax Returns on a consolidated, combined or unitary basis; provided, however, that the Sellers shall not be liable for or pay and shall not indemnify any Buyer Group Member or any Company or Subsidiary for, (A) any Taxes up to the amount of Taxes that are reflected in Closing Net Working Capital, (B) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state or foreign law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer, the Companies or any of the Subsidiaries engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company or any of the Subsidiaries for federal, state or local Tax purposes, and (C) any Taxes imposed on the Companies or with respect any Subsidiary (other than by application of the provisions of law or regulation referred to any Companypreviously in this Section 8.2(a)) as a result of transactions occurring on the Closing Date that are properly allocable (based on, for which any Company may otherwise be liableamong other relevant factors, or with respect factors set forth in Treas. Reg. Section 1.1502-76(b)(1)(ii)(B)) to periods after the HEA Membership Interests or the SMMSLP LP Interests, in each case Closing Date (Taxes described in this clause proviso, hereinafter "Excluded Taxes"). The Sellers shall be entitled to any refund of (Bor credit for) for Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, . (Cii) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent Buyer shall not be liable for or and shall pay, and pursuant to the terms of Article XI shall not indemnify or and hold harmless any Buyer each Seller Group Member from and against, (IA) any incremental all Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code Companies and the Subsidiaries attributable to taxable years or any similar provisions of stateperiods beginning after the Closing Date and, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to any Straddle Period, the HEA Membership Interests or the SMMSLP LP Interests as a result portion of actual transactions not in the ordinary course of business occurring on such Straddle Period beginning immediately after the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"B). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

Liability for Taxes. (ia) Parent ----------- ------------------- Seller shall be liable for and payfor, and pursuant to Article XI shall indemnify hold Buyer, the Company and hold ---------- the Company Subsidiaries harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising fromagainst, any and or all Taxes (A) imposed on any due or payable by the Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such and/or the Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liableSubsidiaries, or by Buyer with respect to the HEA Membership Interests or Company and/or the SMMSLP LP InterestsCompany Subsidiaries, in each case described in this clause (B) for any taxable year or period that ends ending on or before the Closing Date and, with respect to any Straddle Period, and the portion of such Straddle Period ending on and including the Closing DateDate of any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), (Cand any Taxes arising after the Pre-Closing Tax Period relating to adjustments under Section 481(a) arising solely from the termination, as of the Code attributable to changes initiated during the Pre-Closing DateTax Period ("Section 481 Taxes"), including: (i) any liability of the Company and/or the Company Subsidiaries by reason of their being severally liable (pursuant to Treasury Regulations Section 1.1502-6, any analogous state, local or foreign provision, or otherwise), in whole or in part, for any tax of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 1504(a) of the CodeCode or any analogous state, local or foreign provisions) with respect to which the Company and/or the Company Subsidiaries may be or have been an includible corporation (as defined in Sections 1504(b) and (c) of which Parent is the parent corporationCode or such analogous state, local or foreign provisions) (Dan "Affiliated Group"); (ii) arising any liability that arises because the Company and/or the Company Subsidiaries ceases on the Closing Date to be a member of an Affiliated Group filing consolidated or combined returns; (iii) any liability that results from the distribution of or otherwise relating any transaction with respect to the Excluded Assets Canadian Subsidiary and/or French Subsidiary described in Section 5.12; and (iv) any and all sales, transfer, stamp, excise or similar Taxes applicable to the Excluded Business or (E) that are Section 338(h)(10) Taxessale to Buyer of the Shares, and the transactions contemplated hereby; provided, however, that -------- ------- Parent Seller shall not be liable for any Taxes due or paypayable by Buyer, the Company and/or the Subsidiaries: (i) resulting or arising from any action taken by or on behalf of Buyer, Buyer's Affiliates, the Company and/or the Company Subsidiaries on or after the Closing Date out of the ordinary course of business not contemplated by this Agreement; or (ii) for which a liability, which is identified as being for such Taxes, to the extent that such liability is accrued on the Closing Price Documents. (b) Except for Section 481 Taxes, Buyer shall be liable for, and shall not indemnify or hold Seller harmless any Buyer Group Member from and against, any and all Taxes due or payable with respect to: (Ii) the business activities, transactions and assets of the Company and/or the Company Subsidiaries for any taxable tax period beginning after the Closing Date and the portion beginning the day after the Closing Date of any tax period that includes (but does not end on) the Closing Date ("Post-Closing Tax Period"); and (ii) any incremental action taken by or on behalf of Buyer, Buyer's Affiliates, the Company and/or the Company Subsidiaries out of the ordinary course of business on or after the Closing Date not contemplated by this Agreement. (c) Any Taxes (other than Section 338(h)(10) Taxes) that result from real and personal property Taxes and any actual other Taxes not measured or deemed election under Section 338 measurable, in whole or in part, by net or gross income or receipts), with respect to the business, activities and assets of the Code Company and the Company Subsidiaries that relate to a tax period beginning before the Closing Date and ending after the Closing Date shall be apportioned between Seller and Buyer, as determined from the books and records of the Company consistent with the Code, regulations thereunder and other applicable Law, based on the actual operations of the Company and the Company Subsidiaries during the portion of such period ending on the Closing Date and the portion of such period beginning on the day after the Closing Date, and based on accounting methods, elections and conventions that do not have the effect of distorting income or any similar expenses, and each such portion of such period shall be deemed to be a tax period subject to the provisions of Sections 8.2(a) and 8.2(b). Buyer shall, with the approval of Seller (which shall not be unreasonably withheld), cause the Company and the Company Subsidiaries to file any required separate (nonconsolidated or noncombined) state, local and foreign Tax Returns for any such tax period, and Buyer shall pay, or cause to be paid, all state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10including interest and penalties relating thereto) Taxes) imposed shown as due on any Company, for which any Company may otherwise be liable or such returns with respect to the HEA Membership Interests or Company and/or the SMMSLP LP Interests as a result of actual transactions not Company Subsidiaries. In the event that Buyer and Seller are unable to agree on any Tax Returns described in the ordinary course immediately preceding sentence, the dispute shall be referred to a nationally recognized independent accounting firm mutually agreed upon by Buyer and Seller for resolution, and the determination of business occurring such accounting firm shall be binding upon Buyer and Seller, with the fees and expenses of such accounting firm borne equally by Buyer and Seller. Seller shall pay Buyer its share of any such Taxes (except to the extent accrued on the Closing Date Price Documents) pursuant to the filing of any such Tax Returns under the provisions of this Section 8.2(c) within five (5) business days after receipt of notice of such filing by Buyer, which notice shall set forth in reasonable detail the Closingcalculations regarding Seller's share of such Taxes. (d) Any refunds or credits of Taxes that arise in, or are otherwise attributable to, a Pre-Closing Tax Period (other than a refund or credit arising from a carryback or a refund or credit reflected as an asset in the Closing Price Documents) of the Company and/or any Company Subsidiary net of any costs of collection shall be for the account of Seller. Any refunds or credits of Taxes that arise in, or are otherwise attributable to, a Post- Closing Tax Period of Buyer, the Company and/or any Company Subsidiary, including any refunds or credits that arise from the carryback of any deduction, loss or credit from a Post-Closing Tax Period to a Pre-Closing Tax Period or a refund or credit reflected as an asset in the Closing Price Documents, shall be for the account of Buyer. Buyer shall cause the Company and the Company Subsidiaries to use their best efforts to seek and promptly to forward to, or to reimburse, Seller for any refunds or credits due to Seller after receipt thereof, and (III) Seller shall use its best efforts to seek and promptly to forward to, or reimburse, Buyer for any Taxes shown as a liability refunds or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------credits due Buyer after receipt thereof.