Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. Seller shall be liable for, and shall indemnify and hold Buyer harmless from any Taxes imposed on Company for any taxable period, or portion thereof, ending on or before the Closing Date. Buyer shall be liable for, and shall indemnify and hold Seller harmless from any Taxes imposed on Company for any taxable period beginning after the Closing Date. Buyer agrees to pay to Seller any refund received (whether by payment, credit, offset or otherwise) after the Closing Date by Buyer or Company, in respect of any Taxes for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a party or its affiliate for the account of the other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in an increase in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records relating to Company and interview employees as they shall deem necessary.

Liability for Taxes. Seller shall will be liable for, and undertakes to timely pay, and pursuant to Article X shall indemnify and hold harmless each Buyer harmless from any Group Member from, all Taxes imposed on Company for any relating to the Business, the Purchased Assets and the sale of the Purchased Assets and the Assumed Liabilities, in each case attributable to taxable period, years or portion periods (or portions thereof, ) ending on or before and including the Closing DateDate and the Buyer shall have no responsibility with respect to such Taxes. For the avoidance of doubt, the parties agree that Seller shall be liable for any penalties and tax payments which may be required to be paid by Seller to the Israeli Tax Authority with respect to the period ending on or before and including the Closing Date as a result of the complete or partial termination of benefits granted to Seller under the Benefited Enterprise Tax Ruling due to the consummation of the transactions contemplated by this Agreement. Buyer shall will be liable for, and undertakes to timely pay, and pursuant to Article X shall indemnify and hold harmless each Seller harmless from Group Member from, all Taxes relating to the Business, the Purchased Assets, the Assumed Liabilities and any Taxes imposed on Company for any sale of the Purchased Assets and the Assumed Liabilities that are attributable to taxable period years or periods (or portions thereof) beginning after the Closing Date. Buyer agrees to pay to Date and Seller any refund received (whether by payment, credit, offset or otherwise) after the Closing Date by Buyer or Company, in respect of any Taxes for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a party or its affiliate for the account of the other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the have no responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in an increase in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement Taxes. Notwithstanding the foregoing, Buyer (and not Seller) shall make such documents available at be liable for any Taxes attributable to transactions occurring on the then current administrative headquarters Closing Date after the Closing outside the ordinary course of such party to the other party upon reasonable notice and at reasonable times, business (it being understood that the sale of the Purchased Assets to Buyer and the assumption of the Assumed Liabilities by Buyer does not constitute such representatives shall be entitled to make copies of any such books and records relating to Company and interview employees as they shall deem necessarya transaction).

Liability for Taxes. Seller (i) The Selling Parties shall be liable forfor and pay, and pursuant to Article VIII from and after the Closing Date shall indemnify and hold the Buyer Group Members harmless from and against any and all Losses arising out of, (A) all Taxes imposed on the Company or its Subsidiaries, or Taxes for which the Company or any of its Subsidiaries may otherwise be liable, for any taxable periodyear 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, (B) any liability for Taxes (including, but not limited to, pursuant to Treasury Regulations § 1.1502-6) for which the Company or portion thereofany of its Subsidiaries is responsible (by reason of requirements of law or otherwise) as a result of having been a member, ending on or before the Closing Date, of any affiliated, consolidated, combined or unitary or similar group for United States federal, state or local Tax purposes, and (C) any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement. Buyer shall be liable forfor and pay, and pursuant to Article VIII from and after the Closing Date shall indemnify and hold Seller the Selling Parties harmless from and against any and all Losses arising out of, (A) all Taxes imposed on the Company, or for which Taxes the Company may otherwise be liable, for any taxable year or period beginning that ends after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date. Buyer agrees to pay to Seller , and (B) any refund received (whether by payment, credit, offset or otherwise) after the Closing Date by Buyer or Company, in respect of any Taxes liability for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a party or its affiliate for the account of the other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in an increase in the amount of Taxes for which the Receiving Party Company is liable hereunder. The parties shall cooperate with each other and will consult with each otherresponsible as a result of having been a member, in after the negotiation and settlement Closing Date, of any proceedingaffiliated, consolidated, combined or unitary or similar group for United States state, federal or local Tax purposes. The parties will preserve and retain all returnsFor purposes of this Section 7.1(a)(i), schedules, work papers and all material records or other documents relating whenever it is necessary to any such returns, claims, audits, or other proceedings until determine the expiration liability for Taxes of the statutory period of limitations (including extensions) Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable periods to years or periods, one which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available ended at the then current administrative headquarters close of such party to the Closing Date and the other party upon reasonable notice which began at the beginning of the day following the Closing Date and at reasonable timesitems of income, it being understood that such representatives gain, deduction, loss or credit of the Company for the Straddle Period shall be entitled to make copies allocated between such two taxable years or periods on a “closing of any the books basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such books and records relating to Company and interview employees as they the deduction for depreciation, shall deem necessarybe apportioned between such two taxable years or periods on a daily basis.

Liability for Taxes. (a) Except to the extent treated as a liability (and therefore resulted in a reduction) in the calculation of the Final Purchase Price, Seller shall be liable forfor and indemnify Buyer for all Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Company and shall indemnify and hold Buyer harmless Taxes resulting from any Taxes the Company ceasing to be a member of the Seller Group), (i) imposed on the Seller Group (other than the Company) for any taxable year, (ii) imposed on the Company or for which the Company may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Except to the extent treated as an asset in the calculation of the Purchase Price, Seller shall be entitled to any refund of Taxes of the Company for any taxable period, tax period or portion thereof, thereof ending on or before the Closing DateDate or for which Seller was otherwise responsible. To the extent permitted by Law, Buyer shall be liable for, and shall indemnify and hold Seller harmless from waive any Taxes imposed on Company carrybacks for any taxable period beginning after the Closing Date. Buyer agrees to pay to Seller any refund received (whether by payment, credit, offset or otherwise) periods ending after the Closing Date by Buyer or Company, in respect of any Taxes for which to a Pre-Closing Tax Period and Seller is liable hereunder. Seller agrees to shall pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect the amount of any Taxes Tax benefit actually received attributable to any carryback to a Pre-Closing Tax Period, provided that Seller shall have no obligation to make any claims for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim refunds or amend any such refund. Any such refund received by a party or its affiliate for the account of the other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding Tax Return with respect to such carrybacks unless Seller is otherwise filing an amended Tax Return or other claim for refund for the liability period of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party carryback. Seller shall be entitled deemed to have actually realized a Tax benefit to the extent that, and at its expense to control or settle the contest of such examinationtime as, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in an increase in the amount of Taxes for which payable by Seller is reduced below the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement amount of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may Taxes that Seller would be required with respect to such periods under this Agreement and shall make such documents available at pay but for the then current administrative headquarters of such party to the other party upon reasonable notice and at reasonable timescarryback, it being understood provided that such representatives Seller shall be entitled to make copies of any treated as utilizing such books and records relating to Company and interview employees as they shall deem necessarycarrybacks after utilizing all other available Tax attributes.

Liability for Taxes. Seller (a) Sellers shall be liable for, and shall indemnify and hold Buyer harmless from any against, all (i) Taxes imposed on Company any of Sellers' Tax Affiliates (other than the Companies) for any taxable periodyear or period excluding any Taxes included in Section 7.7.l(e), (ii) Taxes imposed on the Companies or portion thereof, ending for which the Companies may otherwise be liable for any taxable year or period that ends on (and including) or before the Closing DateDate and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to the Companies and any of Sellers' Tax Affiliates), (iii) Section 338 Taxes, and (iv) all income or franchise Taxes caused by or incurred in connection with all transactions contemplated by this Agreement. (b) Buyer shall be liable for, and shall indemnify and hold Seller harmless from any Sellers against, Taxes imposed on Company the Companies or Buyer for any taxable year or period that begins after the Closing Date and with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing DateDate (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to Buyer and its Tax Affiliates). Buyer agrees (c) For purposes of paragraphs (a) and (b) of Section 7.7.1, whenever it is necessary to pay to Seller any refund received (whether by paymentdetermine the liability for Taxes of the Companies a Straddle Period, creditthe determination of the Taxes of the Companies for the portion of the Straddle Period ending on, offset or otherwise) after and the portion of the Straddle Period beginning after, the Closing Date shall be determined by Buyer assuming that the Straddle Period consisted of two taxable years or Companyperiods, in respect one which ended on the Closing Date and the other which began at the beginning of any Taxes for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by paymentthe day following the Closing Date, credit, offset or otherwise) by Seller in respect and items of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a party or its affiliate the Companies for the account Straddle Period shall be allocated between such two taxable years or periods on a "closing of the other party books basis" by assuming that the books of the Companies were closed at the close of business on the Closing Date, provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be paid apportioned between such two taxable years or periods on a daily basis, (ii) extraordinary items described in Treas. Reg. Section 1.1502-76(b)(2)(ii)(C) shall be allocated to the day that they are taken into account and any item relating to any Section 338 Taxes shall be allocated to the Closing Date. (d) For purposes of paragraphs (a) and (b) of Section 7.7.1, where, under applicable law, a taxable year or period ends as a result of the purchase of the Shares pursuant to this Agreement, items of income, gain, deduction, loss or credit shall be allocated between such taxable year or period and the following taxable year or period in a manner consistent with the rules in Treas. Reg. Section 1.1502-76(b). (e) Buyer, on the one hand, and Sellers, on the other party within thirty (30) days of receipt. Any saleshand, use, shall share equally any real property transfertransfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar taxes arising from Tax imposed on the transactions contemplated by this Agreement Agreement, provided that any value added Tax shall be the responsibility obligation of Buyer except as otherwise specified hereinto the extent Buyer is entitled to claim credit for such value added Tax. This paragraph shall not apply to franchise, such as any applicable stock transfer tax income or other Taxes based on income. (which shall f) Within 60 days after the date of this Agreement, Sellers will deliver or cause to be delivered to Buyer true and complete copies, to the responsibility extent available, of: (i) all income Tax Returns of Seller). All income and deductions of Company the Companies for periods ending on or prior subsequent to the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer December 31, 1993, and Companyany other open Tax years (or, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding with respect to consolidated, combined or unitary returns, the liability of Company portion thereof relating to the Companies); (ii) any other Tax Returns for Taxes for periods subsequent to December 31, 1993, and any period for which the other party is or open Tax years, reasonably requested by Buyer, as may be liable hereunder(the “Liable Party”relevant to the Companies or the assets or operations thereof; and (iii) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, any workpapers or other proceeding, provided it may not, without the consent of the Receiving Party agree supporting data reasonably requested by Buyer relating to any settlement which could result in an increase "income Taxes payable" reflected in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records of the Companies as of December 31, 1995, relating to Company and interview employees as they shall deem necessary.Tax Returns made available pursuant to clause (i) or (ii) or relating to Tax Returns referred to in (i) or (ii) not yet filed. ARTICLE 7.7.2

Liability for Taxes. Seller shall be liable for, and shall together with the Shareholders, jointly and severally, indemnify and hold Buyer harmless from from, (a) all Taxes (as defined below) and Security Interests relating to any Taxes Tax that are imposed on Company (either before or after the Closing Date) or incurred with respect to the Purchased Assets for any taxable period, or portion thereof, period ending on or before the Closing Date, (b) any Taxes payable as a result of a breach by Seller or the Shareholders of any of the representations set forth in Section 3.1(i) hereof, and (c) any necessary and reasonable attorneys’ fees or other costs incurred by Buyer or its Affiliates in connection with any payment from Seller under this Section 2.12. Buyer shall and Seller agree to provide assistance to one another and to cooperate fully with one another after the Closing Date to account for all Taxes that may be liable for, and shall indemnify and hold Seller harmless from any Taxes imposed on Company for or incurred with respect to the Purchased Assets during any taxable period beginning after prior to the Closing Date. Buyer agrees to Seller shall pay to Seller any refund received (whether by paymentdirectly all excise, creditsales, offset or otherwise) after the Closing Date by Buyer or Companytransfer and other similar Taxes, in respect of any Taxes for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim levies and charges from any such refund. Any such refund received by a party or its affiliate for the account of the other party shall taxing authority, if any (including all bulk sales taxes, if any), that may be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transferimposed upon, or similar taxes arising from payable or collectible or incurred in connection with, this Agreement and the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller)hereby. All income and deductions of Company for periods ending on or prior to obligations under this Section 2.12 shall survive the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer hereunder and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in an increase in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings continue until 30 days following the expiration of the statutory period statute of limitations (including extensions) on assessment of the taxable periods relevant Tax. As used herein, “Tax” or “Taxes” means all taxes, however denominated, including any interest or penalties or additions thereto whether disputed or not, including any obligation to which such documents relate and until indemnify or otherwise assume or succeed to the final determination tax Liability of any payments which other Person that may be required with become payable in respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the other party upon reasonable notice and at reasonable timesthereof, it being understood that such representatives shall be entitled to make copies imposed by any federal, state, local or foreign government or any agency or political subdivision of any such books government, which taxes shall include, without limiting the generality of the foregoing, all income taxes (including, but not limited to, United States federal income taxes and records relating to Company state income Taxes), payroll and interview employees as they shall deem necessaryemployee withholding taxes, unemployment insurance, social security, sales and use taxes, excise taxes, environmental taxes, franchise taxes, gross receipts taxes, occupation taxes, Asset Purchase Agreement 9 real and personal property taxes, stamp taxes, transfer taxes, withholding taxes, workers’ compensation taxes, escheat, value-added taxes, alternative or add-on minimum taxes and other obligations of the same or of a similar nature, whether discovered before, on or after the Closing.

Liability for Taxes. Seller (i) Except as shown as a liability or reserve on the Unaudited Balance Sheet, the Stockholders shall be liable forfor and indemnify CMS Energy, the Surviving Corporation and shall indemnify and hold Buyer harmless from any their subsidiaries (collectively, the "Tax Indemnitees") for all Taxes imposed on Company any Tax Indemnitee (or for which a Tax Indemnitee may otherwise be liable) arising from the assets or activities of Waltxx xxx its Subsidiaries for any taxable periodyear or period of Waltxx xx its Subsidiaries that ends on or before the Unaudited Balance Sheet Date and, with respect to any taxable year or period beginning before and ending after the Unaudited Balance Sheet Date, the portion of such taxable year ending on and including the Unaudited Balance Sheet Date (each such taxable year, period or portion thereof referred to herein as "Pre-June 30, 1994 Taxable Period"). Notwithstanding the preceding sentence, in the case of an adjustment which increases an item of income or gain, or portion thereofdecreases an item of loss, deduction or credit, of Waltxx xx any of its Subsidiaries for any Pre-June 30, 1994 Taxable Period and which will (under the law in effect at the time of such adjustment) result in a corresponding decrease in an item of income or gain, or an increase in an item of loss, deduction or credit, of Waltxx, xxy of its Subsidiaries, or the Surviving Corporation for one or more taxable years or periods following the year or period to which the adjustment relates (a "Timing Adjustment"), the Shareholders shall not be required to pay to the Tax Indemnitees any increase in the tax liability of Waltxx xxx its Subsidiaries attributable to such Timing Adjustment, but shall be required to pay to the Tax Indemnitees the amount of any interest and penalties payable as a result of such Timing Adjustment, provided that if the representations set forth in Sections 3.8(a)(xx) through 3.8(a)(xxiii) are breached other than as a result of Timing Adjustments (including as a result of an adjustment (other than a Timing Adjustment) to the taxable income of Waltxx xx its Subsidiaries for a taxable year or period that ends on or before the Unaudited Balance Sheet Date which is used to reduce the net operating loss carryforwards of Waltxx xxx its Subsidiaries described in such Sections), the Stockholders shall pay to the Tax Indemnitees an amount equal to the sum of (y) 20% of the amount by which the net operating loss carryovers set forth in Schedule 3.8(b) or Schedule 3.8(c) from any taxable period exceed the amount of net operating loss carryovers as finally determined from such taxable period; provided, that the aggregate amount payable by the Stockholders pursuant to this clause (y) by reason of all such breaches shall not exceed $1,000,000, plus (z) the amount of any interest and penalties payable as a result of the reduction in such net operating loss carryover. Notwithstanding the preceding sentence, the Stockholders shall not be required to indemnify the Tax Indemnitees as a result of the breach of the representations described in Sections 3.8(a)(xx) through 3.8(a)(xxiii) unless the unavailability of any of the carryovers described therein are challenged in the audit of the Tax Returns filed by CMS Energy and its Affiliates for their taxable years ending on or before the Closing Date. Buyer shall be liable forDecember 31, and shall indemnify and hold Seller harmless from any Taxes imposed on Company for any taxable period beginning after the Closing Date. Buyer agrees to pay to Seller any refund received (whether by payment, credit, offset or otherwise) after the Closing Date by Buyer or Company, in respect of any Taxes for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a party or its affiliate for the account of the other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in an increase in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records relating to Company and interview employees as they shall deem necessary1999.

Liability for Taxes. Seller (a) The Sellers shall be jointly and severally liable for, and shall indemnify each indemnify, defend and hold Buyer harmless the Purchasers from any liability for (i) Taxes of any of Sellers (and their respective Affiliates other than SHLX and its subsidiaries) and (ii) Taxes imposed on or incurred by or with respect to the Assets attributable to any taxable period ending on or prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. (b) The Purchasers shall be jointly and severally liable for any Taxes imposed on Company for any taxable period, or portion thereof, ending on incurred by or before with respect to the Closing Date. Buyer shall be liable for, and shall indemnify and hold Seller harmless from any Taxes imposed on Company for Assets attributable to any taxable period beginning after the Closing Date or portion thereof to the extent occurring after the Closing Date. Buyer agrees (c) Whenever it is necessary for purposes of this Article VI to pay determine the amount of any Taxes imposed on or incurred by or with respect to Seller any refund received (whether by payment, credit, offset or otherwise) the Assets for a taxable period beginning before and ending after the Closing Date which is allocable to the period ending on or prior to the Closing Date and the allocation is not otherwise prescribed by Buyer Applicable Law or Companyagreement in effect as of the date hereof, such amount shall 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 respect the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Tax period. (d) If SHLX or any Purchaser receives a refund of any Taxes that any of the Sellers is responsible for which hereunder, or if any Seller is liable hereunder. Seller agrees to pay to Buyer any receives a refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes that SHLX or any Purchaser is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party which Buyer is liable has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary and reasonable steps to claim any such refund. Any such refund received by a party or its affiliate for the account of the other party shall be paid to such other party within thirty (30e) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated For federal income tax returns of Dover’s consolidated tax group. Buyer and Companypurposes, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary the parties agree to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of report any examination, claim, adjustment, or other proceeding payments with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing Section 6.1, ‎ Section 8.1 and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in ‎Section 8.2 as an increase in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party adjustment to the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records relating to Company and interview employees as they shall deem necessary.Consideration. 25

Liability for Taxes. Seller shall be liable for, Each Key Securityholder jointly and shall severally agrees to indemnify and hold Buyer harmless pursuant to Article VIII each Parent Group Member from and against any and all Losses and Expense incurred by such Parent Group Member in connection with or arising from (A) all Taxes imposed on the Company or the Subsidiary or for which either the Company or the Subsidiary may otherwise be liable, as a result of having been a member of a Company Group (including Taxes for which the Company or the Subsidiary may be liable pursuant to Treas. Reg. § 1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the Company or the Subsidiary ceasing to be a member of any Company Group), and (B) all Taxes imposed on the Company or the Subsidiary, or for which the Company or the Subsidiary may otherwise be liable, for any taxable period, year or portion thereof, ending period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period up to and including the Closing Date. Buyer ; provided, however, that any extraordinary transaction occurring on the Closing Date after the Closing at the direction of Parent shall be liable fortreated by the Company, the Securityholders and shall indemnify and hold Seller harmless from any Taxes imposed on Company Parent for any taxable period all federal income tax purposes as occurring at the beginning after of the day following the Closing Date. Buyer agrees Whenever it is necessary to pay determine the liability for Taxes of the Company or the Subsidiary for a Straddle Period, the determination of the Taxes of the Company or the Subsidiary for the portion of the Straddle Period up to Seller any refund received (whether by paymentand including the Closing Date, creditand the portion of the Straddle Period beginning after, offset or otherwise) after the Closing Date shall be determined by Buyer assuming that the Straddle Period consisted of two taxable years or Companyperiods, in respect one which ended at the close of any Taxes for the Closing Date and the other which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by paymentbegan at the beginning of the day following the Closing Date and items of income, creditgain, offset deduction, loss or otherwise) by Seller in respect credit of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a party or its affiliate the Company for the account Straddle Period shall be allocated between such two taxable years or periods on a “closing of the other party shall be paid to books basis” by assuming that the books of the Company were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such other party within thirty (30) days of receipt. Any sales, useas the deduction for depreciation and personal property, real property transferand other similar Taxes, or similar taxes arising from the transactions contemplated by this Agreement shall be apportioned between such two taxable years or periods on a daily basis. Notwithstanding the responsibility foregoing and for the avoidance of Buyer except as otherwise specified hereindoubt, such as any applicable stock transfer tax (which Excluded Taxes shall not be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of indemnified by any examination, claim, adjustment, or other proceeding with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in an increase in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records relating to Company and interview employees as they shall deem necessarySecurityholder.

Liability for Taxes. All Taxes for periods after the date of the Balance Sheet that should be reserved on the books of the Seller shall be liable forand the Seller's past practice have been so reserved, and shall indemnify all estimated tax payments required to be made have been made. The Seller has withheld and hold Buyer harmless from paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any Taxes imposed on Company for any taxable periodemployee, creditor, independent contractor, or portion thereofother third party. Except as set forth in Seller's Disclosure Schedule, ending on there have been no audits or before examinations by any taxing authority relating to Taxes of the Closing Date. Buyer shall be liable forSeller during the past six years, no taxing authority has given notice that it will commence any such audit or examination and no taxing authority is asserting (either orally or in writing, formally or informally) or, to the knowledge of the Seller, threatening to assert any deficiency or claim relating to Taxes of the Seller, and shall indemnify no liens for Taxes have been filed and hold Seller harmless from are currently outstanding with respect to any Taxes imposed on Company of the assets or properties of the Seller. There is no agreement or waiver currently in effect extending the period for any taxable period beginning after the Closing Date. Buyer agrees to pay to Seller any refund received (whether by payment, credit, offset assessment or otherwise) after the Closing Date by Buyer or Company, in respect collection of any Taxes for which Taxes. The Seller is liable hereunder. not, nor has it ever been, a party to a tax sharing, tax indemnity or tax allocation agreement, and the Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect has not assumed the tax liability of any Taxes for which Buyer is liable hereunderother person under contract. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by Seller is not, nor has it ever been, a party or its affiliate for the account member of the other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the an affiliated group filing a consolidated federal income tax Return. As used herein, "Return" or "Returns" shall mean all returns, declarations of ------ ------- estimated tax payments, reports, estimates, information returns of Dover’s consolidated tax group. Buyer and Companystatements, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover including any related or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding supporting information with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree foregoing, filed or to be filed with the United States or any settlement which could result state, governmental authority or subdivision or agency thereof in an increase in connection with the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each otherdetermination, in the negotiation and settlement assessment, collection or administration of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records relating to Company and interview employees as they shall deem necessaryTaxes.

Liability for Taxes. Seller (a) SPLC shall be liable for, and shall indemnify indemnify, defend and hold Buyer harmless SHLX from any unpaid Taxes (including related penalties and interest) imposed on Company for or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests, attributable to any taxable period, or portion thereof, period ending on or before prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. Buyer 15 (b) SHLX shall be liable for, and shall indemnify and hold Seller harmless from for any Taxes (including related penalties and interest) imposed on Company for or incurred by or with respect to their interests in the Subject Interests or the Assets related to the Subject Interests attributable to any taxable period beginning after the Closing Date. Buyer agrees Date or portion thereof to pay to Seller any refund received (whether by payment, credit, offset or otherwise) the extent occurring after the Closing Date by Buyer or Company, in respect Date. (c) Whenever it is necessary for purposes of this Article VI to determine the amount of any Taxes imposed on or incurred by or with respect to the Subject Interests or the Assets related to the Subject Interests for a taxable period beginning before and ending after the Closing Date, which Seller is liable hereunderallocable to the period ending on or prior to the Closing Date, and the allocation is not otherwise prescribed by Applicable Law or agreement in effect as of the date hereof, such amount shall 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 (and including) the Closing Date and the denominator of which is the number of days in the entire Tax period. Seller agrees to pay to Buyer any (d) If SHLX receives a refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes (including related penalties and interest) that SPLC is responsible for hereunder, or if SPLC receives a refund of any Taxes (including related penalties and interest) that SHLX is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party which Buyer is liable has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary and reasonable steps to claim any such refund. Any such refund received by a party or its affiliate for the account of the other party shall be paid to such other party within thirty (30e) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated For federal income tax returns of Dover’s consolidated tax group. Buyer and Companypurposes, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary the parties agree to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of report any examination, claim, adjustment, or other proceeding payments with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing Section 2.4, Section 6.1, ‎ Section 8.1 and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in ‎Section 8.2 as an increase in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party adjustment to the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records relating to Company and interview employees as they shall deem necessary.Consideration. Section 6.2

Liability for Taxes. (a) The Company has made an estimated Tax payment of its 2018 Federal and Montana income and premium taxes (the “2018 Tax Estimate”) to the appropriate Tax Authority. To the extent the 2018 Tax Estimate paid by the Company is less than or does not fully cover any Taxes owed by the Company for any taxable period (or portion thereof, as determined under Section 10.01(c)) ending on or prior to the Closing Date, Seller shall be liable forfor and pay, and shall indemnify and hold harmless the Buyer harmless Indemnified Parties, from the remaining amount of any Taxes imposed on Company for any taxable periodsuch Taxes; provided, or portion thereof, ending on or before the Closing Date. Buyer that Seller shall not be liable forfor or pay, and shall not indemnify Buyer from and hold Seller harmless against, (A) any Taxes that result from any Taxes imposed actual or deemed election under Sections 336(e) or 338 of the Code or any similar provisions of state, local or foreign Law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer or (on Company for any taxable period beginning or after the Closing Date. Buyer agrees ) the Company engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to pay to Seller any refund received be treated as a purchase or sale of assets of the Company for foreign, federal, state, local or other Tax purposes, (whether by payment, credit, offset or otherwiseB) after the Closing Date by Buyer or Company, in respect of any Taxes for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes for which Buyer is liable hereunderunder Section 10.01(b) and (C) any Taxes to the extent taken into account as a Liability or reserve for Taxes in preparing the Statutory Statements as of the Accounts Date (Taxes described in this proviso, “Excluded Taxes”). The parties Seller shall cooperate in order be entitled to take all necessary steps any refund of Taxes, including but not limited to claim any such refund. Any such refund the 2018 Estimate, received by a party Buyer or its affiliate Affiliates for the account of the other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods taxable period ending on or prior to the Closing Date will and any other amounts credited against Tax for a taxable period ending on or prior to the Closing Date (excluding any refund or credit attributable to any loss incurred in a taxable period beginning after the Closing Date and applied (e.g., as a carryback) to income in a taxable period ending on or prior to the Closing Date). Any such refunds or credits received or utilized by Buyer or its Affiliates shall be included promptly, and in any event within thirty (30) days of the consolidated federal income tax returns receipt or utilization of Dover’s consolidated tax groupsuch refund or credit, paid over to Seller. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely cause its Affiliates to take all action necessary reasonable steps to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding with respect to the liability of Company for Taxes for any period for which the other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided it may not, without the consent of the Receiving Party agree to any settlement which could result in an increase in the amount of Taxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, in the negotiation and settlement of any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to secure any such returns, claims, audits, refund or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may credit that would be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the other party upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and records relating to Company and interview employees as they shall deem necessaryavailable.