Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (i) Seller shall be liable for and shall pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify each Buyer Group Member against, all Taxes (A) imposed on the Companies pursuant to Treas. Reg. 1.1502-6 or similar provision of state or local law solely as a result of the Companies having been a member of the Seller Tax Group, or (B) imposed on the Companies for any taxable year or period 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 such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement); provided, however, that Seller shall not be liable for or pay and shall not indemnify any Buyer Group Member for, (I) any Taxes up to the amount of such Taxes that are accrued on the final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, state, local or other Tax purposes, and (III) any Taxes imposed on the Companies as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to any transaction described in clause (III) of the preceding sentence, the Companies and all persons related to the Companies 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 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. Neither Seller, Seller's Parent nor any member of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g).

Liability for Taxes. (i) Parent and Seller shall be liable for and shall pay, and pursuant to Article XI X (and subject to the limitations thereof) shall agree to indemnify each and hold harmless Buyer Group Member from and against, all any Taxes (A) imposed on the Companies pursuant to Treas. Reg. 1.1502-6 or similar provision of state or local law solely as a result in respect of the Companies having been a member of the Seller Tax Group, or (B) imposed on the Companies Company for any taxable year or period ending 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 (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement)Date; provided, however, that Parent and Seller shall not be liable for or pay pay, and shall not indemnify any or hold harmless Buyer Group Member forfrom and against, (IA) any Taxes up shown as a liability or reserve on the Closing Date Balance Sheet, to the amount of extent that any such Taxes that are accrued on the final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual liability or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, state, local or other Tax purposes, reserve reduces Working Capital and (IIIB) any Taxes imposed on in respect of the Companies Company or for which the Company may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods 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 (IIIB) of the preceding sentence, the Companies Company and all persons related to the Companies 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))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 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. Neither Seller, Seller's Parent nor any member of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g).

Liability for Taxes. (i) Seller Except to the extent reflected as a Current Liability in the Final Net Working Capital Statement, the Sellers shall be liable for and shall pay, and pursuant to Article XI (and subject to the limitations thereof) IX shall indemnify each and hold harmless the Buyer Group Member against, from and against any and all Taxes Losses incurred by any Buyer Indemnitee in connection with or arising from (A) all Taxes imposed on the Companies Company or any of its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise be liable, as a result of having been a member of a Company Group of which the Company or any of its Subsidiaries is no longer a member (including, without limitation, Taxes for which the Company or any of its Subsidiaries may be liable pursuant to Treas. Reg. § 1.1502-6 or similar provision provisions of state state, local or local foreign law solely as a result of the Companies having been a member of a Company Group and any Taxes resulting from the Seller Tax Company or any of its Subsidiaries ceasing to be a member of any Company Group) for periods ending on or before the Closing Date, or and (B) all Taxes (other than any Taxes imposed on the Company or any of its Subsidiaries resulting from the Section 338(g) Election) imposed on the Companies Company or any of its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise be liable, for any taxable year or period ending that ends on or prior to before the Closing Date Date, including, without limitation, all Taxes in connection with, arising out of or resulting from the Transfer and Redemption, including any alternative minimum Tax, and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement); providedincluding, howeverwithout limitation, that Seller shall not be liable for or pay and shall not indemnify any Buyer Group Member for, (I) any Taxes up obligations to contribute to the amount payment of such Taxes that are accrued a Tax determined on the final Closing Statement (after resolution of all disputesa consolidated, combined or unitary basis with respect to any Company Group), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either Company engaging in any activity or transaction that would cause the transactions contemplated . Final payment required by this Agreement to indemnification shall be treated as a purchase or sale of assets of either Company for federal, state, local or other Tax purposes, and (III) any Taxes imposed on the Companies as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to any transaction described in clause (III) of the preceding sentence, the Companies and all persons related to the Companies 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 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. Neither Seller, Seller's Parent nor any member of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g)Purchase Price adjustment.

Liability for Taxes. (ia) After the Closing and subject to the other provisions of Article XIII and Section 14.01, Seller shall be liable for and shall pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify each and hold harmless Buyer Group Member 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 (A) imposed on any of the Acquired Companies pursuant to Treas. Reg. § 1.1502-6 or similar provision of state or local law solely as a result of the Companies an Acquired Company having been a member of a Consolidated Tax Group prior to the Seller Tax GroupClosing 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), (Bii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Contract the primary subject matter of which is Taxes, relating to an event or transaction occurring before the Closing Date, (iii) Taxes imposed on any of the Acquired Companies for any taxable year or period ending that ends on or prior to before the Closing Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Accounts Date (including 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 imposed (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 transactions contemplated by day after the Assignment Accounts Date and Assumption Agreementending 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 pay, and shall not indemnify any Buyer Group Member for, Indemnified Parties from and against (IA) any Taxes up to the amount of such Taxes that are accrued on the final Closing Statement (after resolution of all disputes)taken into account as a liability in calculating Expense Overruns, (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, state, local or other Tax purposes, and (IIIB) any Taxes imposed on the Companies 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- § 1.1502-76(b)(1)(ii)(B)) to periods the portion of the Closing Date after the Closing 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 (IIIB) of the preceding sentence, Buyer, the Companies Acquired Companies, and all persons Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat the transaction such transactions for all federal income tax Tax purposes (in accordance with Treas. Reg. 1.1502-§1.1502- 76(b)(1)(ii)(B)), ) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit foror offset of Taxes claimed in lieu of cash Tax refunds) Taxes (net of any cost, expenses or Taxes in connection with such refund) allocable to any taxable year or period that ends on or before the Closing Accounts Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Accounts Date. Neither SellerIf any amount paid pursuant to the preceding sentence shall subsequently be challenged successfully by any Tax Authority, Seller's Parent nor Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any member interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the Acquired Company, as applicable, with respect to such challenge. Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund or credit, including through the filing of amended Tax Returns. Upon a request by Seller in writing, Buyer shall inform Seller shortly after the Seller Tax Group shall elect end of a relevant calendar year as to retain whether any net operating loss carryovers such refund or credit is, or with the taking of the Companies under Regulations 1.1502-20(g)action would be, available.

Liability for Taxes. (a) Parent shall be responsible for, pay or cause to be paid, indemnify the Buyers and each 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) Seller shall be liable of, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) imposed upon QSSI for and shall pay, and any taxable period that ends on or before or includes the Closing Date pursuant to Article XI (and subject to the limitations thereof) shall indemnify each Buyer Group Member against, all Taxes (A) imposed on the Companies pursuant to Treas. Reg. Section 1.1502-6 of the United States Treasury Regulations or any similar provision of state or local law solely as a result law; (iii) of another person imposed on any of the Companies having been a member 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 Seller Tax GroupAct (together with any interest and penalties related thereto), in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Agreement, or (Bv) imposed on the Companies for attributable to any taxable year breach by Parent or period ending on or prior any of its Affiliates of any covenant contained in this Agreement, in each case to the Closing Date and, with respect extent any such Taxes are due or payable to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including such Taxes imposed on the transactions contemplated Tax Authority by the Assignment and Assumption AgreementBuyer Tax Indemnitees under Applicable Law (collectively, “Parent Taxes”); provided, however, that Seller notwithstanding the foregoing, Parent shall not be liable for or pay responsible for, and Parent Taxes shall not indemnify any Buyer Group Member forinclude, (I) any Taxes up to the amount of extent that such Taxes that are accrued on the final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either Company engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated specifically included as a purchase or sale of assets of either Company for federal, state, local or other Tax purposes, and (III) any Taxes imposed on the Companies as a result of transactions occurring Current Liability on the Closing Date that are properly allocable Balance Sheet or the Closing Date Working Capital Statement (based on, among other relevant factors, factors set forth 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 Treas. Reg. 1.1502- 76(b)(1)(ii)(B)this Agreement; (y) to periods 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 described 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 proviso, hereinafter "Excluded Taxes"Section 6.2(a)). For the avoidance of doubt, Taxes which Parent shall be responsible for pursuant to this Section 6.2(a) shall include all Taxes for any Pre-Closing Period of or attributable to any QNX Entity in respect of income reported on or required to be shown in any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, other than any Buyer and Seller agree thatTaxes. Any indemnity payment required to be made by Parent pursuant to this Section 6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, which shall be dealt with in Section 6.3(b)) shall be made within thirty (30) days of written notice from the Buyers, which notice shall not be delivered to Parent prior to a final determination with respect to any transaction described in clause (III) of the preceding sentence, the Companies and all persons related issue to the Companies 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 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 which such Straddle Period ending on and including the Closing Date. Neither Seller, Seller's Parent nor any member of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g)indemnity relates.

Liability for Taxes. (i) Seller shall be liable for for, and shall payindemnify and hold Purchaser and its Affiliates harmless from, and pursuant to Article XI (and subject i) all Taxes that are imposed on or incurred by Seller, (ii) all Taxes that are imposed on or incurred with respect to the limitations thereofAcquisition Assets or the Business for any taxable period ending on or before the Closing Date, (iii) shall indemnify each Buyer Group Member againsta portion, all determined as described below, of any Taxes (A) that are imposed on or incurred with respect to the Companies pursuant Acquisition Assets or the Business for any taxable period beginning prior to Treas. Reg. 1.1502-6 and ending after the Closing Date ("Straddle Period") which is allocable to the period ending on or similar provision of state or local law solely before the Closing Date, (iv) any Taxes payable as a result of the Companies having been a member breach by Seller of any of the representations set forth in Section 5.12 hereof, and (v) any attorneys' fees or other costs incurred by Purchaser or its Affiliates in connection with any payment from Seller Tax Group, or (B) imposed on the Companies for any taxable year or period ending on or prior to the Closing Date and, with respect to any Straddle Period, under this Section 7.4(a). The determination of the portion of such Straddle Period ending on and including the Closing Date (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement); provided, however, that Seller shall not be liable for or pay and shall not indemnify any Buyer Group Member for, (I) any Taxes up to the amount of such Taxes that are accrued on the final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, state, local or other Tax purposes, and (III) any Taxes imposed on the Companies as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, or incurred with respect to any transaction described in clause (III) of the preceding sentence, Acquisition Assets or the Companies and all persons related Business for a Straddle Period which is allocable to the Companies 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 credit for) Taxes allocable to any taxable year or period that ends ending on or before the Closing Date shall be made, in the case of ad valorem, property or similar Taxes, if any, which are not measured by or based upon production, or franchise or capital Taxes which are not measured by or based upon net income, by allocating such Taxes on a per diem basis, and, with respect to any Straddle Periodin the case of all other Taxes, by assuming that the portion of such Straddle Period period ending on and including or before the Closing Date. Neither Seller, Seller's Parent nor any member of Date constitutes a separate taxable period and by taking into account the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g)actual taxable events occurring during such period.

Liability for Taxes. The Sellers shall be liable to the extent provided for in 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, as determined pursuant to this Section 9.2. A “Straddle Tax Period” means all tax periods which begin before the Closing Date and end after the Closing Date. For purposes of this Section 9.2, (i) Seller shall be liable for and shall pay, and pursuant to Article XI (and subject to in the limitations thereof) shall indemnify each Buyer Group Member against, all case of any Taxes (A) that are imposed on the Companies pursuant to Treas. Reg. 1.1502-6 or similar provision of state or local law solely as a result of the Companies having been periodic basis (for example, property Taxes) and are payable for a member of the Seller Straddle Tax Group, or (B) imposed on the Companies for any taxable year or period ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period Tax which shall be attributed to the portion of such Tax period ending on and including the day before the Closing Date (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement); provided, however, that Seller shall not be liable for or pay and shall not indemnify any Buyer Group Member for, (I) any Taxes up deemed to be the amount of such Taxes that are accrued 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 final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, state, local or other Tax purposes, and (III) any Taxes imposed on the Companies as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to any transaction described in clause (III) of the preceding sentence, the Companies and all persons related to the Companies 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 credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date andand 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 Tax which shall be attributed to the portion of such Tax period ending on the day before the Closing Date shall be 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). 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 on and including the day before the Closing DateDate and (ii) to the Buyer with respect to the remainder of such credits. Neither Seller, Seller's Parent nor any member All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice (to the extent permitted by Law) of each of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g)Companies, as applicable.

Liability for Taxes. (i) Seller shall be liable The Sellers are responsible for and shall pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify each Buyer Group Member against, all Taxes (A) imposed on the Companies pursuant to Treas. Reg. 1.1502-6 or similar provision of state or local law solely as a result payable by members of the Companies having been a member of the Seller Tax Group, or (B) imposed on the Companies for any taxable year or period 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 such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement); provided, however, that Seller shall not be liable for or pay and shall not indemnify any Buyer Company Group Member for, (I) any Taxes up to the amount of such Taxes that are accrued on the final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, state, local or other Tax purposes, and (III) any Taxes imposed on the Companies as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to any transaction described in clause (III) of the preceding sentence, the Companies and all persons related to the Companies 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 credit for) Taxes allocable to any taxable year or period that ends periods ending on or 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. Neither Seller, Seller's Parent nor any the Sellers shall provide the Purchaser with such amended Tax Return and the Purchaser shall cause the appropriate member (or members) of the Seller Company Group to execute and file such amended Tax Group shall elect Returns as prepared by the Sellers. Any refunds, credits or overpayments of Taxes in respect of Tax Returns with respect to retain any net operating loss carryovers members of the Companies under Regulations 1.1502-20(gCompany 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 for the account of the Sellers and if received by the Purchaser and not included as an asset in the Final Closing Balance Sheet, will be forwarded to the Sellers within ten (10) days of the Purchaser’s receipt. Any refunds, credits or overpayments of Taxes with respect to members of the Company Group for all periods commencing after 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 for the account of the Purchaser.

Liability for Taxes. (i) Parent and Seller shall be liable for and shall pay, and pursuant to Article XI X (and subject to the limitations thereof) shall agree to indemnify each and hold harmless Buyer Group Member from and against, all any Taxes (A) imposed on the Companies pursuant to Treas. Reg. 1.1502-6 or similar provision of state or local law solely as a result in respect of the Companies having been a member of the Seller Tax Group, or (B) imposed on the Companies Company for any taxable year or period ending 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 (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement)Date; provided, however, that Parent and Seller shall not be liable for or pay pay, and shall not indemnify any or hold harmless Buyer Group Member forfrom and against, (IA) any Taxes up shown as a liability or reserve on the Closing Date Balance Sheet, to the amount of extent that any such Taxes that are accrued on the final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual liability or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, state, local or other Tax purposes, reserve reduces Working Capital and (IIIB) any Taxes imposed on in respect of the Companies Company or for which the Company may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods 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 (IIIB) of the preceding sentence, the Companies Company and all persons related to the Companies 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))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 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. Neither Seller, Seller's Parent nor any member of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g).

Liability for Taxes. Seller shall be responsible for and indemnify Buyer and the Companies against, and Seller shall be entitled to all refunds and credits of, (i) Seller shall be liable for and shall pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify each Buyer Group Member against, all Taxes (A) imposed on the Companies pursuant to Treas. Reg. 1.1502-6 or similar provision of state or local law solely as a result of the Companies having been a member of the Seller any Tax Group, or (B) imposed on the Companies for any taxable year or period ending on or prior to the Closing Date and, 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 ending that ends on and including the Closing Date (including any Tax resulting from any audit or proceeding that closes or concludes following the Closing Date, even where such Taxes imposed audit or proceeding was disclosed to Seller in Section 4.8 or on the transactions contemplated by the Assignment and Assumption AgreementSchedule 4.8); provided, however, that Seller shall not be liable for or pay and shall not indemnify any Buyer Group Member for, (I) any Taxes up but only to the extent that the aggregate amount of such Taxes that are accrued on exceeds the final Closing Statement amounts reflected as a current liability (after resolution and, in the case of all disputes)CCI, the current and deferred liability) for Taxes in the computation of Net Working Capital, and (IIii) any Taxes that result from any actual or deemed election liability of a Company under Section 338 of the Code Treas. Reg. §1.1502-6 (or any similar provisions of any other relevant Tax law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, provision under state, local or other foreign law) for Taxes attributable to any Pre-Closing Tax purposes, and (III) any Taxes imposed Period or to that portion of a Straddle Period that ends on the Companies as Closing Date. With respect to a result Straddle Period, Seller and Buyer shall determine the Tax attributable to the portion of transactions occurring the Straddle Period that ends on the Closing Date that are properly allocable by an interim closing of the books of the Company as of the Closing Date, except for ad valorem or property Taxes and franchise Taxes based solely on capital which shall be prorated on a daily basis to the Closing Date. Buyer shall be responsible for and indemnify Seller against, and Buyer shall be entitled to all refunds and credits of (based onsuch entitlement being subject to the following sentence), among all other relevant factors, factors set forth in TreasTaxes with respect to the Companies. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods If after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). i) Buyer and Seller agree that, or a Company receives a refund or utilizes a credit of any Tax with respect to any transaction described in clause (III) of the preceding sentence, the Companies and all persons related a Company that is attributable to the Companies under Section 267(b) of the Code immediately after the a Pre-Closing shall treat the transaction for all federal income tax purposes (in accordance with Treas. Reg. 1.1502-76(b)(1)(ii)(B)), and (Tax Period or 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 year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such a Straddle Period ending on and including the Closing Date. Neither SellerDate or (ii) the amount of any Tax paid with respect to a Company is less than the amount reflected as a current liability (and, Seller's Parent nor in the case of CCI, the current and deferred liability) for such Tax in the computation of Net Working Capital, Buyer shall pay to Seller within ten (10) days after such receipt, utilization or reduction an amount equal to such refund, credit or reduction, together with any member of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g)interest received or credited thereon.

Liability for Taxes. (a) From and after the Closing, the Sellers shall indemnify WRF, the Legend Companies and their 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 (i) Seller shall be liable for and shall pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify each Buyer Group Member against, all Taxes (A) imposed on the Companies pursuant to Treas. Reg. 1.1502-6 or similar provision any taxable period of state or local law solely as a result any of the Legend Companies having been a member of the Seller Tax Group, or (B) imposed on the Companies for any taxable year or period 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 and including the Closing Date and in the manner provided in Section 8.2(d) hereof (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement); providedportion, however, that Seller shall not be liable for or pay and shall not indemnify any Buyer Group Member for, (I) any Taxes up to the amount of such Taxes that are accrued on the final a "Pre-Closing Statement (after resolution of all disputesStraddle Period"), (IIiii) a breach or inaccuracy in any Taxes that result from representation contained in Section 3.12 of this Agreement or any actual or deemed election under Section 338 covenant of the Code or any similar provisions of any other relevant Tax law relating to the purchase of the SharesSellers set forth in this Article VIII, or that result from Buyer, any Affiliate of Buyer or either 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 either Company for federal, state, local or other Tax purposes, and (IIIiv) any Taxes imposed on the Companies as any member of any group with which any Legend Company files or has filed a result of transactions occurring Tax Return on the Closing Date that are properly allocable (based onan affiliated, among other relevant factorsconsolidated, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to combined or unitary basis for any transaction described in clause (III) of the preceding sentence, the Companies and all persons related to the Companies 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 period 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, (v) Taxes or other payments required to be 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 ending 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 including the Closing Date. Neither Seller, severally liable for any such Taxes and each other Seller shall be severally liable for each such Taxes pro rata in proportion to such Seller's Parent nor any member of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g)Purchase Price Percentage.

Liability for Taxes. (i) Seller Sellers shall be liable for and shall pay, and pursuant to Article XI VIII (and subject to the limitations thereof) shall ), each Seller agrees to indemnify and hold harmless each Buyer Group Member from and against, all any Taxes (A) imposed on the Companies pursuant to Treas. Reg. 1.1502-6 or similar provision of state or local law solely as a result any of the Companies having been a member of the Seller Tax Group, or (B) imposed on the Acquired Companies for any taxable year or period ending 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 (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement)Date; provided, however, that Seller Sellers shall not be liable for or pay pay, and shall not indemnify or hold harmless any Buyer Group Member forfrom and against, (IA) any Taxes up shown as a liability or reserve on the Closing Date Balance Sheet and included in the Closing Date Working Capital, (B) any Taxes imposed on any of the Acquired Companies or for which any of the Acquired Companies may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable to the amount portion of such Taxes that are accrued on the final Closing Statement (Date after resolution of all disputes)the Closing, (IIC) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax U.S. state, local or non-U.S. law relating to as a result of the purchase of the Shares, Shares or that result from Buyer, any Affiliate of Buyer Buyer, or either Company 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 either any Company for federal, state, local or other Tax purposes, and (IIID) notwithstanding anything to the contrary herein, any Taxes imposed on resulting from a sale of any of the Acquired Companies as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods after the Closing by Buyer (Taxes described in this proviso, hereinafter "“Excluded Taxes"”). Buyer and Seller agree that, with respect to any transaction described in clause (III) of the preceding sentence, the Companies and all persons related to the Companies 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 Sellers shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Neither SellerUpon the request of Sellers, Seller's Parent nor Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any member of refunds to which Sellers are entitled pursuant to the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g)preceding sentence.