Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. The Seller Parties shall be liable for and pay, and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to the business and the assets of CCTP, in each case 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. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

Liability for Taxes. The (i) Parent and Seller Parties shall be liable for and pay, and pursuant to this Article VII shall X (and subject to the limitations thereof) agree to indemnify the and hold harmless Buyer Indemnitees from and against, all any Taxes (including imposed in respect of the Company for any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract taxable year or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending period that ends on or prior to before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer ; provided, however, that Parent and Seller shall not be liable for and or pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 shall not indemnify or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee hold harmless Buyer from and against, all (A) any Taxes applicable shown as a liability or reserve on the Closing Date Balance Sheet, to the business extent that any such liability or reserve reduces Working Capital and (B) any Taxes imposed in respect of the assets Company or for which the Company may otherwise be liable as a result of CCTP transactions occurring on the Closing Date that are attributable properly allocable to the portion of the Closing Date after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, 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, and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable years year or periods beginning after period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after ending on and including the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

Liability for Taxes. The (i) Seller Parties shall be liable for and pay, and pursuant to this Article VII shall indemnify the and hold harmless Buyer Indemnitees and Buyer’s Affiliates against, all Taxes (including any amounts owed by Losses which Buyer or Buyer’s Affiliates suffer or incur as a Buyer Indemnitee result of, arising out of or relating to (i) Taxes pursuant to a contract or otherwise) applicable to the business and Business, the assets of CCTPPurchased Assets or the Assumed Liabilities, in each case attributable to taxable years Pre-Closing Tax Periods, (ii) Taxes imposed on Seller, or periods ending for which Seller may otherwise be liable, (iii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which Seller (or any predecessor thereof) is or was a member on or prior to the Closing Date andDate, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication iv) Taxes of any amount specified in Section 2.5 Person imposed on Seller arising under the principles of transferee or any indemnity under Section 7.1successor liability or by Contract, (v) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including is responsible pursuant to Section 6.12(a)(ii) and (vi) claims of creditors of Seller arising out of or connected with its failure to comply with the preceding sentencerequirements of any Laws relating to “bulk transfer” or “bulk sales”, or its failure to discharge such claims. For purposes of this Section 7.5(a)6.12, Taxes with respect to any Straddle Period shall be treated allocated on a “closing of the books” basis by treating any Straddle Period as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as real, personal and intangible property TaxesTaxes and similar ad valorem obligations) imposed on a periodic basis shall be allocated proportionately based on the number of days of such Straddle Period in a daily basisPre-Closing Tax Period and the number of the remaining days of such Straddle Period.

Liability for Taxes. The (1) Seller Parties shall be liable for and pay, shall hold Buyer and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, Company harmless from any and all Taxes and Losses with respect to any liability for or with respect to (including i) any amounts owed Taxes payable by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable attributable to the business Company and the its Subsidiaries or their assets of CCTP, in each case attributable to taxable years and operations for periods (or periods portions thereof) ending on or prior to the Closing Date and, (except for any liability associated with respect to any Straddle Period, transfer taxes for which Buyer is responsible under Section 5.3(g) hereof) except for the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII Balance Sheet Taxes (but without duplication of any amount specified as defined in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against5.3(b)(2)), all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable treating for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing 5.3 (in the case that the Closing Date is not the end of the books” basis taxable year under applicable law) the Closing Date as two partial periodsthe end of a short taxable year, one and determining the tax liability for such year (x) in the case of Income Taxes, as an amount equal to the amount of Income Taxes that would be payable if the period for which such Income Tax is assessed ended as of the end of the Closing Date, and (y) in the case of Taxes other than Taxes described in clause (x) hereof, as an amount equal to the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the period ending at as of the close end of the day immediately preceding the Closing Date and the other beginning denominator of which is the number of calendar days in the entire period, (ii) any Tax imposed on the day after Company pursuant to Treasury Regulation Section 1.1502-6 with respect to the Closing Datetaxable income of any Affiliated Group (or any corresponding provision of state, except that Taxes local or foreign law), (iii) any tax caused by or resulting from an election pursuant to Section 338(h)(10) of the Code or any corresponding provision of state, local or foreign Law and (iv) any Tax allocation or Tax sharing or similar agreement, as a transferee or successor, by contract or otherwise. Notwithstanding any other provision of this Agreement, the indemnification under this Section 5.3 shall not be subject to the indemnification limitations set forth in Section 9.5. Buyer shall prepare, and permit Seller to audit, such analyses as property Taxes) imposed on a periodic basis shall be allocated on a daily basisare reasonably requested by Seller to support any claim for indemnification under this Section.

Liability for Taxes. The (a) After the Closing and subject to the other provisions of Article XIII and Section 14.01, Seller Parties shall be liable for and pay, and shall indemnify and hold harmless Buyer Indemnified Parties from and against, and pay and reimburse Buyer Indemnified Parties for, all Losses that any Buyer Indemnified Party at any time suffers or incurs, or to which any Buyer Indemnified Party otherwise becomes subject to, as a result of or in connection with, without duplication, (i) all Taxes imposed on any of the Acquired Companies pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed by Treas. Reg. § 1.1502-6 or similar provision of state or local law solely as a Buyer Indemnitee relating to Taxes pursuant to result of an Acquired Company having been a contract or otherwise) applicable to the business and the assets member of CCTP, in each case attributable to taxable years or periods ending on or a Consolidated Tax Group prior to the Closing Date (including, for the avoidance of doubt, any liability of the Acquired Companies for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (ii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Contract the primary subject matter of which is Taxes, relating to an event or transaction occurring before the Closing Date, (iii) Taxes imposed on any of the Acquired Companies for any taxable year or period that ends on or before the Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date (including, for the 87 avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the earlier of (x) the last day of such Straddle Period and (y) the Closing Date, and (v) Taxes resulting from the Seller Conversion Event (other than Taxes arising as a result of the inability to make a Section 338(h)(10) Election as a result of a Seller Conversion Event, which shall be an Excluded Tax); provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer Indemnified Parties from and against (A) any Taxes taken into account as a liability in calculating Expense Overruns, (B) any Taxes imposed on any Acquired Company as a result of transactions (other than the Seller Conversion Event) occurring after the Closing on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (C) any Taxes to the extent shown as a liability on the PLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (D) any 338 Increased Tax Liability, as defined in Section 10.08 (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, Buyer, the Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for 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. Buyer Seller shall be liable for and pay, and pursuant entitled to this Article VII any refund of (but without duplication or credit or offset of Taxes claimed in lieu of cash Tax refunds) Taxes (net of any amount specified cost, expenses or Taxes in Section 2.5 connection with such refund) allocable to any taxable year or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to period that ends on or before the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after ending on and including the Closing Accounts Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify . If any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including amount paid pursuant to the preceding sentencesentence shall subsequently be challenged successfully by any Tax Authority, Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the Acquired Company, as applicable, with respect to such challenge. For purposes Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund or credit, including through the filing of this Section 7.5(a)amended Tax Returns. Upon a request by Seller in writing, any Straddle Period Buyer shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day inform Seller shortly after the Closing Dateend of a relevant calendar year as to whether any such refund or credit is, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basisor with the taking of action would be, available.

Liability for Taxes. The Seller Parties (a) Parent shall be liable for responsible for, pay or cause to be paid, indemnify the Buyers and payeach of their subsidiaries and Affiliates (including the QNX Entities after the Closing Date) (each a “Buyer Tax Indemnitee”), and hold each Buyer Tax Indemnitee harmless from and against, any and all Taxes (i) of, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) imposed upon QSSI for any taxable period that ends on or before or includes the Closing Date pursuant to Section 1.1502-6 of the United States Treasury Regulations or any similar provision of state or local law; (iii) of another person imposed on any of the QNX Entities under any Tax sharing or Tax allocation agreement in respect of any Pre-Closing Period, (iv) imposed on or assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any interest and penalties related thereto), in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Article VII shall indemnify the Buyer Indemnitees againstAgreement, all Taxes or (including v) attributable to any amounts owed breach by a Buyer Indemnitee relating to Taxes pursuant to a contract Parent or otherwise) applicable to the business and the assets any of CCTPits Affiliates of any covenant contained in this Agreement, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, with respect extent any such Taxes are due or payable to any Straddle PeriodTax Authority by the Buyer Tax Indemnitees under Applicable Law (collectively, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date“Parent Taxes”); provided, however, that Buyer notwithstanding the foregoing, Parent shall not be liable for or payresponsible for, and Parent Taxes shall not indemnify any Seller Indemnitee from and againstinclude, any Taxes to the extent that such Taxes are specifically included as a Current Liability on the Closing Date Balance Sheet or the Closing Date Working Capital Statement (or the applicable worksheets thereto) (“WC Taxes”) or result from (x) any breach by the Buyers or any of their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business on the Closing Date after the Closing Time; or (z) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which the Seller Parties are liable under Parent shall be responsible for pursuant to this Section 6.2(a) shall include all Taxes for any Pre-Closing Period of or attributable to any QNX Entity in respect of income reported on or required to be shown in any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, including other than any Buyer Taxes. Any indemnity payment required to be made by Parent pursuant to the preceding sentence. For purposes of this Section 7.5(a)6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, any Straddle Period which shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxesdealt with in Section 6.3(b)) imposed on a periodic basis shall be allocated on made within thirty (30) days of written notice from the Buyers, which notice shall not be delivered to Parent prior to a daily basisfinal determination with respect to the issue to which such indemnity relates.

Liability for Taxes. The Seller Parties (a) From and after the Closing, the Sellers shall be liable for indemnify WRF, the Legend Companies and paytheir respective Affiliates, and hold them harmless from and against, any Loss to WRF, any Legend Company or any of their respective Affiliates incurred by reason of or resulting from any and all Taxes or other amounts imposed on any of the Legend Companies or attributable to the activities of any of the Legend Companies with respect or pursuant to this Article VII shall indemnify (i) any taxable period of any of the Buyer Indemnitees against, all Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods Legend Companies ending on or prior to the Closing Date and(a "Pre- Closing Period"), (ii) any taxable period of any of the Legend Companies beginning before the Closing Date and ending after the Closing (a "Straddle Period") but only with respect to any Straddle Period, the portion of such Straddle Period ending at the end of the day on the Closing Date and including in the manner provided in Section 8.2(d) hereof (such portion, a "Pre-Closing Straddle Period"), (iii) a breach or inaccuracy in any representation contained in Section 3.12 of this Agreement or any covenant of the Sellers set forth in this Article VIII, (iv) any Taxes imposed on any member of any group with which any Legend Company files or has filed a Tax Return on an affiliated, consolidated, combined or unitary basis for any Tax period beginning on or before the Closing Date. Buyer shall , (v) Taxes or other payments required to be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning made after the Closing Date and, with respect by any Legend Company to any Straddle PeriodPerson under any Tax Sharing, indemnity or allocation agreement (whether written or oral) and (vi) the portion of actions or circumstances set forth on Schedules 3.15(g) and 3.15(h) to this Agreement; provided that such Straddle Period beginning after the Closing Date; provided, however, that Buyer indemnification shall not apply or extend to any Taxes which are properly reflected as a liability on the Net Working Capital Certificate. Xxxxxx X. Xxxxxxx shall be jointly and severally liable for or pay, any such Taxes and shall not indemnify any each other Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that severally liable for each such Taxes (pro rata in proportion to such as property Taxes) imposed on a periodic basis shall be allocated on a daily basisSeller's Purchase Price Percentage.

Liability for Taxes. The Each Seller Parties shall be liable for and pay, and pursuant to this Article VII shall indemnify the and hold Buyer Indemnitees against, harmless for (i) all Taxes (including any amounts owed payable by a Buyer Indemnitee the Acquired Companies or relating to either Acquired Company’s operations and attributable to any taxable period or portion of a period that ends on or before the Closing Date; and (ii) any Taxes pursuant to a contract or otherwise) applicable imposed in connection with the change from the cash method to the business and accrual method of accounting of the assets Professional Company. Each Seller shall reimburse Buyer for such Seller’s proportionate share of CCTPsuch Taxes within 10 days of receipt of notice from Buyer of the amount of such Taxes. For purposes hereof, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, Taxes with respect to any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period, ”) shall be apportioned to the period ending on or before the Closing Date (the “Pre-Closing Period”) as follows: (i) the portion of any real, personal and intangible property Taxes (“Property Taxes”) 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 days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of days in the Straddle Period; and (ii) any Taxes other than Property Taxes computed as if such Straddle Period ending ended on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; providedprovided that exemptions, however, allowances or deductions that Buyer shall not be liable for or pay, are calculated on an annual basis (including depreciation and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(aamortization deductions), any Straddle Period other than with respect to property placed in service after the Closing, shall be treated allocated between the period ending on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day period after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basisDate in proportion to the number of days in each period.

Liability for Taxes. The Seller Parties shall be liable Sellers are responsible for and pay, and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed payable by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to members of the business and the assets of CCTP, in each case attributable to taxable years or Company Group for all periods ending on or prior to before the Closing Date andand shall prepare all Tax Returns with respect to members of the Company Group for all periods ending on or before the Closing Date. The Purchaser is responsible for all Taxes payable by members of the Company Group for all periods commencing after the Closing Date and shall prepare all Tax Returns with respect to members of the Company Group for all periods ending after the Closing Date. If the Sellers determine, in their discretion, that it is necessary, following the Closing Date, to amend any Tax Return previously filed by any member of the Company Group with respect to any Straddle Period, the portion of such Straddle Period period ending on and including or before the Closing Date, the Sellers shall provide the Purchaser with such amended Tax Return and the Purchaser shall cause the appropriate member (or members) of the Company Group to execute and file such amended Tax Returns as prepared by the Sellers. Buyer Any refunds, credits or overpayments of Taxes in respect of Tax Returns with respect to members of the Company Group for all periods ending on or before the Closing Date (including but not limited to any refund or credit allowable as an offset against Taxes otherwise payable), plus any interest received with respect thereto from the applicable Taxing Authorities, shall be liable for the account of the Sellers and payif received by the Purchaser and not included as an asset in the Final Closing Balance Sheet, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable will be forwarded to the business and Sellers within ten (10) days of the assets Purchaser’s receipt. Any refunds, credits or overpayments of CCTP that are attributable Taxes with respect to taxable years or members of the Company Group for all periods beginning commencing after the Closing Date and(including but not limited to any refund or credit allowable as an offset against Taxes otherwise payable), plus any interest received with respect to any Straddle Periodthereto from the applicable Taxing Authorities, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing for the account of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basisPurchaser.

Liability for Taxes. The Seller Parties From and after the Book Close, Sellers shall be liable for indemnify Buyer and payits affiliates (including HHI), and pursuant to this Article VII shall indemnify the Buyer Indemnitees hold them harmless from and against, any losses imposed on or incurred by Buyer or its affiliates (including HHI), directly or indirectly, by reason of or resulting from any and all Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, imposed upon HHI with respect to or pursuant to (i) any Pre-Closing Period and (ii) any taxable period beginning on or before the Book Close and ending after the Book Close (a "Straddle Period"), but only with respect to the portion of such Straddle Period ending the day before the Book Close (such portion, a "Pre-Closing Straddle Period"), and not for any losses or Taxes of HHI or any Affiliate of Buyer resulting from the consummation of any transaction contemplated by this Agreement. If there is a net refund received by HHI that is reflected on a Tax Return for a Pre-Closing Period or a Pre-Closing Straddle Period, the Buyer shall promptly pay, or cause HHI to pay, the amount of such net refund to the Sellers. From and after the Book Close, Buyer shall indemnify Sellers and hold Sellers harmless from and against all losses imposed on or incurred by Sellers, directly or indirectly, by reason of or resulting from any and all Taxes imposed on HHI (i) with respect to or pursuant to any taxable period commencing on the Book Close, (ii) the portion of any Straddle Period commencing on the Book Close and (iii) any Taxes arising or imposed on HHI resulting from any transaction contemplated by this Agreement. For purposes of this Section 6.7, in the case of any Taxes that are imposed on a periodic basis and are payable for the Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable Tax which relates to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Pre-Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be treated on deemed to be the amount of such Tax for the entire taxable period multiplied by a “closing fraction the numerator of which is the books” basis as two partial periods, one number of days in the taxable period ending at the close of the Closing Date and the other beginning on the day after before the Closing DateBook Close and the denominator of which is the number of days in the entire taxable period, except that Taxes and (such as property Taxesii) imposed 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 period, including the taxable year of Heritage MLP, ended on a periodic basis shall be allocated on a daily basisthe day before the Book Close.

Liability for Taxes. The Seller Parties shall be liable responsible for and payindemnify Buyer and the Companies against, and pursuant Seller shall be entitled to this Article VII shall indemnify all refunds and credits of, (i) any Tax with respect to a Company that is attributable to a Pre-Closing Tax Period or to that portion of a Straddle Period that ends on the Buyer Indemnitees against, all Taxes Closing Date (including any Tax resulting from any audit or proceeding that closes or concludes following the Closing Date, even where such audit or proceeding was disclosed to Seller in Section 4.8 or on Schedule 4.8), but only to the extent that the aggregate amount of such Taxes exceeds the amounts owed by reflected as a Buyer Indemnitee relating current liability (and, in the case of CCI, the current and deferred liability) for Taxes in the computation of Net Working Capital, and (ii) any liability of a Company under Treas. Reg. §1.1502-6 (or any similar provision under state, local or foreign law) for Taxes attributable to Taxes pursuant any Pre-Closing Tax Period or to that portion of a Straddle Period that ends on the Closing Date. With respect to a contract or otherwise) applicable Straddle Period, Seller and Buyer shall determine the Tax attributable to the business and portion of the assets of CCTP, in each case attributable to taxable years or periods ending Straddle Period that ends on or prior to the Closing Date andby an interim closing of the books of the Company as of the Closing Date, with respect except for ad valorem or property Taxes and franchise Taxes based solely on capital which shall be prorated on a daily basis to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable responsible for and payindemnify Seller against, and pursuant Buyer shall be entitled to this Article VII all refunds and credits of (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and againstsuch entitlement being subject to the following sentence), all other Taxes applicable with respect to the business and the assets of CCTP that are attributable to taxable years or periods beginning Companies. If after the Closing Date and, (i) Buyer or a Company receives a refund or utilizes a credit of any Tax with respect to any Straddle Period, the a Company that is attributable to a Pre-Closing Tax Period or to that portion of such a Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated ending on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date or (ii) the amount of any Tax paid with respect to a Company is less than the amount reflected as a current liability (and, in the case of CCI, the current and deferred liability) for such Tax in the other beginning on the day computation of Net Working Capital, Buyer shall pay to Seller within ten (10) days after the Closing Datesuch receipt, except that Taxes (utilization or reduction an amount equal to such as property Taxes) imposed on a periodic basis shall be allocated on a daily basisrefund, credit or reduction, together with any interest received or credited thereon.

Liability for Taxes. The (a) After the Closing and subject to the other provisions of Article XIII and Section 14.01, Seller Parties shall be liable for and pay, and shall indemnify and hold harmless Buyer Indemnified Parties from and against, and pay and reimburse Buyer Indemnified Parties for, all Losses that any Buyer Indemnified Party at any time suffers or incurs, or to which any Buyer Indemnified Party otherwise becomes subject to, as a result of or in connection with, without duplication, (i) all Taxes imposed on any of the Acquired Companies pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed by Treas. Reg. § 1.1502-6 or similar provision of state or local law solely as a Buyer Indemnitee relating to Taxes pursuant to result of an Acquired Company having been a contract or otherwise) applicable to the business and the assets member of CCTP, in each case attributable to taxable years or periods ending on or a Consolidated Tax Group prior to the Closing Date (including, for the avoidance of doubt, any liability of the Acquired Companies for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (ii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Contract the primary subject matter of which is Taxes, relating to an event or transaction occurring before the Closing Date, (iii) Taxes imposed on any of the Acquired Companies for any taxable year or period that ends on or before the Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date (including, for the avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the earlier of (x) the last day of such Straddle Period and (y) the Closing Date, and (v) Taxes resulting from the Seller Conversion Event (other than Taxes arising as a result of the inability to make a Section 338(h)(10) Election as a result of a Seller Conversion Event, which shall be an Excluded Tax); provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer Indemnified Parties from and against (A) any Taxes taken into account as a liability in calculating Expense Overruns, (B) any Taxes imposed on any Acquired Company as a result of transactions (other than the Seller Conversion Event) occurring after the Closing on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (C) any Taxes to the extent shown as a liability on the PLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (D) any 338 Increased Tax Liability, as defined in Section 10.08 (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, Buyer, the Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for 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. Buyer Seller shall be liable for and pay, and pursuant entitled to this Article VII any refund of (but without duplication or credit or offset of Taxes claimed in lieu of cash Tax refunds) Taxes (net of any amount specified cost, expenses or Taxes in Section 2.5 connection with such refund) allocable to any taxable year or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to period that ends on or before the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after ending on and including the Closing Accounts Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify . If any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including amount paid pursuant to the preceding sentencesentence shall subsequently be challenged successfully by any Tax Authority, Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the Acquired Company, as applicable, with respect to such challenge. For purposes Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund or credit, including through the filing of this Section 7.5(a)amended Tax Returns. Upon a request by Seller in writing, any Straddle Period Buyer shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day inform Seller shortly after the Closing Dateend of a relevant calendar year as to whether any such refund or credit is, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basisor with the taking of action would be, available.

Liability for Taxes. The Seller Parties Sellers shall be liable to the extent provided for and payin Article VIII for an amount equal to the Taxes of each of the Companies attributable to the portion of a Straddle Tax Period ending on the day before the Closing Date, and as determined pursuant to this Article VII shall indemnify the Buyer Indemnitees against, Section 9.2. A “Straddle Tax Period” means all Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or tax periods ending on or prior to which begin before the Closing Date andand end after the Closing Date. For purposes of this Section 9.2, with respect to (i) in the case of any Taxes that are imposed on a periodic basis (for example, property Taxes) and are payable for a Straddle Tax Period, the portion of such Straddle Period Tax which shall be attributed to the portion of such Tax period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after day before the Closing Date andshall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Tax period, with respect to any Straddle Periodand (ii) in the case of other Taxes, the portion of such Straddle Period beginning after Tax which shall be attributed to the portion of such Tax period ending on the day before the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period Date shall be treated based upon the amount which would be payable if the relevant Tax period ended on the day before the Closing Date (a “closing of the books” basis as two partial periods, one ). Any credits relating to a Straddle Tax Period shall be allocated (i) to the Sellers in an amount equal to the portion of such credits which relates to the portion of such Straddle Tax Period ending at on the close of day before the Closing Date and (ii) to the other beginning on Buyer with respect to the day after remainder of such credits. All determinations necessary to give effect to the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis foregoing allocations shall be allocated on made in a daily basismanner consistent with prior practice (to the extent permitted by Law) of each of the Companies, as applicable.

Liability for Taxes. The (i) Parent and Seller Parties shall be liable for and pay, and pursuant to this Article VII shall X (and subject to the limitations thereof) agree to indemnify the and hold harmless Buyer Indemnitees from and against, all any Taxes (including imposed in respect of the Company for any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract taxable year or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending period that ends on or prior to before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer ; provided, however, that Parent and Seller shall not be liable for and or pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 shall not indemnify or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee hold harmless Buyer from and against, all (A) any Taxes applicable shown as a liability or reserve on the Closing Date Balance Sheet, to the business extent that any such liability or reserve reduces Working Capital and (B) any Taxes imposed in respect of the assets Company or for which the Company may otherwise be liable as a result of CCTP transactions occurring on the Closing Date that are attributable properly allocable to the portion of the Closing Date after the Closing (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, 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, and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable years year or periods beginning after period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after ending on and including the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

Liability for Taxes. The Seller Parties (a) Parent shall be liable for responsible for, pay or cause to be paid, indemnify the Buyers and payeach of their subsidiaries and Affiliates (including the QNX Entities after the Closing Date) (each a “Buyer Tax Indemnitee”), and hold each Buyer Tax Indemnitee harmless from and against, any and all Taxes (i) of, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) imposed upon QSSI for any taxable period that ends on or before or includes the Closing Date pursuant to Section 1.1502-6 of the United States Treasury Regulations or any similar provision of state or local law; (iii) of another person imposed on any of the QNX Entities under any Tax sharing or Tax allocation agreement in respect of - 63 - any Pre-Closing Period, (iv) imposed on or assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any interest and penalties related thereto), in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Article VII shall indemnify the Buyer Indemnitees againstAgreement, all Taxes or (including v) attributable to any amounts owed breach by a Buyer Indemnitee relating to Taxes pursuant to a contract Parent or otherwise) applicable to the business and the assets any of CCTPits Affiliates of any covenant contained in this Agreement, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, with respect extent any such Taxes are due or payable to any Straddle PeriodTax Authority by the Buyer Tax Indemnitees under Applicable Law (collectively, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date“Parent Taxes”); provided, however, that Buyer notwithstanding the foregoing, Parent shall not be liable for or payresponsible for, and Parent Taxes shall not indemnify any Seller Indemnitee from and againstinclude, any Taxes to the extent that such Taxes are specifically included as a Current Liability on the Closing Date Balance Sheet or the Closing Date Working Capital Statement (or the applicable worksheets thereto) (“WC Taxes”) or result from (x) any breach by the Buyers or any of their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business on the Closing Date after the Closing Time; or (z) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which the Seller Parties are liable under Parent shall be responsible for pursuant to this Section 6.2(a) shall include all Taxes for any Pre-Closing Period of or attributable to any QNX Entity in respect of income reported on or required to be shown in any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, including other than any Buyer Taxes. Any indemnity payment required to be made by Parent pursuant to the preceding sentence. For purposes of this Section 7.5(a)6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, any Straddle Period which shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxesdealt with in Section 6.3(b)) imposed on a periodic basis shall be allocated on made within thirty (30) days of written notice from the Buyers, which notice shall not be delivered to Parent prior to a daily basisfinal determination with respect to the issue to which such indemnity relates.