Common use of Responsibility for Taxes; Indemnification Clause in Contracts

Responsibility for Taxes; Indemnification. (a) SEACOR shall indemnify and hold harmless the Spinco Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in Section 2.02, 2.03 or 2.06(b), any Taxes of SEACOR or any member of the SEACOR Consolidated Group imposed upon the Spinco Group by reason of the Spinco Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Law; (ii) all Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii); (iii) SEACOR's portion of any Transfer Taxes determined pursuant to Section 2.05; (iv) any Taxes of the Spinco Group resulting from the breach of any obligation or covenant of SEACOR under this Agreement; and (v) any Taxes of the SEACOR Group for any Post-Closing Period. (b) Spinco shall indemnify and hold harmless the SEACOR Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the Spinco Group for any Post-Closing Period other than Taxes described in Section 2.01(a); (ii) any Taxes of the SEACOR Group resulting from the breach of any obligation or covenant of Spinco under this Agreement; (iii) Transaction Taxes, but only to the extent such Transaction Taxes arise from (x) a breach by Spinco or any of its Affiliates of the representations or covenants under Article III, (y) a Spinco Disqualifying Action or (z) an action taken by the Spinco Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxable; and (iv) Spinco's portion of any Transfer Taxes determined pursuant to Section 2.05. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party's calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten (10) business days of receiving such calculations. (d) For all Tax purposes, the SEACOR Group and the Spinco Group agree to treat (i) any payment required by this Agreement as either a contribution by SEACOR to Spinco or a distribution by Spinco to SEACOR, as the case may be, occurring immediately prior to the Distribution and (ii) any payment of interest or non-federal Taxes by or to a Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law or by a Final Determination. (e) The amount of any indemnification payment pursuant to this Section 2.01 with respect to any Tax liability shall be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect of such Tax liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 2.01(c). If, notwithstanding the treatment required by Section 2.01(d), any indemnification payment pursuant to this Section 2.01 is determined to be taxable to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party shall be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.

Responsibility for Taxes; Indemnification. (a) SEACOR shall indemnify and hold harmless the Spinco Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in Section 2.02, 2.03 or 2.06(b), any Taxes of SEACOR or any member of the SEACOR Consolidated Group imposed upon the Spinco Group by reason of the Spinco Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Law; (ii) all Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii); (iii) SEACOR's ’s portion of any Transfer Taxes determined pursuant to Section 2.05; (iv) any Taxes of the Spinco Group resulting from the breach of any representation, obligation or covenant of SEACOR under this Agreement; and (v) any Taxes of the SEACOR Group for any Post-Closing Period. (b) Spinco shall indemnify and hold harmless the SEACOR Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the Spinco Group for any Post-Closing Post‑Closing Period other than Taxes described in Section 2.01(a); (ii) any Taxes of the SEACOR Group resulting from the breach of any representation, obligation or covenant of Spinco under this Agreement; (iii) Transaction Taxes, but only to the extent such Transaction Taxes arise from (x) a breach by Spinco or any of its Affiliates of the representations or covenants under Article III, or (y) a Spinco Disqualifying Action or (z) an action taken by the Spinco Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxableAction; and (iv) Spinco's ’s portion of any Transfer Taxes determined pursuant to Section 2.05. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party's ’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten (10) business days of receiving such calculations. (d) For all Tax purposes, the SEACOR Group and the Spinco Group agree to treat (i) any payment required by this Agreement as either a contribution by SEACOR to Spinco or a distribution by Spinco to SEACOR, as the case may be, occurring immediately prior to the Distribution and (ii) any payment of interest or non-federal Taxes by or to a Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law or by a Final Determination. (e) The amount of any indemnification payment pursuant to this Section 2.01 with respect to any Tax liability shall be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect of such Tax liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 2.01(c). If, notwithstanding the treatment required by Section 2.01(d), any indemnification payment pursuant to this Section 2.01 is determined to be taxable to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party shall be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.

Responsibility for Taxes; Indemnification. (a) SEACOR SWBI shall be responsible for and shall pay, and shall indemnify and hold harmless the Spinco Group for AOUT for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to to: (i) except as otherwise provided in Section 2.02, 2.03 or 2.06(b), any Taxes of SEACOR reported or required to be reported on (A) an SWBI Separate Tax Return, or (B) a Combined Tax Return that any member of the SEACOR Consolidated SWBI Group imposed upon the Spinco Group by reason of the Spinco Group being severally liable for such Taxes pursuant files or is required to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Lawfile; (ii) all any Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii); and (iii) SEACOR's portion fifty percent (50%) of any all Transfer Taxes; in each case, other than Taxes determined pursuant to for which AOUT is responsible for under Section 2.05; (iv) any Taxes of the Spinco Group resulting from the breach of any obligation or covenant of SEACOR under this Agreement; and (v) any Taxes of the SEACOR Group for any Post-Closing Period2.01(b). (b) Spinco AOUT shall be responsible for and shall pay, and shall indemnify and hold harmless the SEACOR Group for SWBI for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to to: (i) any Taxes reported or required to be reported on (A) an AOUT Separate Tax Return, or (B) a Combined Tax Return that any member of the Spinco AOUT Group for any Post-Closing Period other than Taxes described in Section 2.01(a)files or is required to file; (ii) any Taxes reported or required to be reported on any Combined Tax Return that any member of the SEACOR SWBI Group resulting from files or is required to file to the breach of any obligation or covenant of Spinco under this Agreementextent such Taxes are attributable to the Outdoor Products and Accessories Business, as determined pursuant to Section 2.02; (iii) Transaction Taxes, but only to the extent such Transaction any Taxes that arise from or are attributable to a Disqualifying Action; (xiv) a breach by Spinco or any fifty percent (50%) of its Affiliates of the representations or covenants under Article III, (y) a Spinco Disqualifying Action or (z) an action taken by the Spinco Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxableall Transfer Taxes; and (ivv) Spinco's portion of any Transfer Taxes determined pursuant to Section 2.05Separation Taxes. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten twenty (1020) business days after the Indemnifying Party receives the Indemnified Party's ’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten fifteen (1015) business days of receiving such calculations. (d) For all Tax purposes, the SEACOR Group SWBI and the Spinco Group AOUT agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by SEACOR SWBI to Spinco AOUT or a distribution by Spinco AOUT to SEACOR, SWBI as the case may be, occurring immediately prior to the Distribution Effective Time, and (ii) any payment of interest or non-federal Taxes by or to a Taxing Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law or by a Final Determinationlaw. (e) The amount of any indemnification payment pursuant to this Section 2.01 with respect to any Tax liability shall be reduced by the amount of any current Tax Benefits reduction in Taxes actually realized by the Indemnified Party in respect of such Tax liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 2.01(c). If, notwithstanding the treatment required by Section 2.01(d), any indemnification payment pursuant to this Section 2.01 is determined to be taxable to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party and shall be increased as if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable. (f) The determination of the Tax liabilities of SWBI and AOUT, respectively, shall be made in a manner consistent with the Employee Matters Agreement and the Separation Agreement.

Responsibility for Taxes; Indemnification. (a) SEACOR Leucadia shall be responsible for and shall pay, and shall indemnify and hold harmless the Spinco members of the Crimson Group for for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in Section 2.02, 2.03 or 2.06(b), any Taxes of SEACOR or any member of the SEACOR Consolidated Group imposed upon the Spinco Group by reason of the Spinco Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Law; (ii) all Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii); (iii) SEACOR's portion of any Transfer Taxes determined pursuant to Section 2.05; (iv) any Taxes of the Spinco Group resulting from the breach of any obligation or covenant of SEACOR under this Agreement; and (v) any Taxes of the SEACOR Group for any Post-Closing Period. (b) Spinco shall indemnify and hold harmless the SEACOR Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the Spinco members of the Leucadia Group paid or filed on a separate company basis or on an Affiliated Group basis; (ii) any Transaction Taxes; and (iii) all Transfer Taxes; except, in each case, for Taxes that arise from or are attributable to a Disqualifying Action. (b) Crimson shall be responsible for and shall pay, and shall indemnify and hold harmless the members of the Leucadia Group for, all Tax liabilities (and any Post-Closing Period other than loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the members of the Crimson Group not described in Section 2.01(a); and (ii) any Taxes of the SEACOR Group resulting from the breach of any obligation or covenant of Spinco under this Agreement; (iii) Transaction Taxes, but only to the extent such Transaction Taxes that arise from (x) or are attributable to a breach by Spinco or any of its Affiliates of the representations or covenants under Article III, (y) a Spinco Disqualifying Action or (z) an action taken by the Spinco Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxable; and (iv) Spinco's portion of any Transfer Taxes determined pursuant to Section 2.05Action. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business 20 days after the Indemnifying Party receives the Indemnified Party's ’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten (10) business 15 days of receiving such calculations. (d) For all Tax purposes, the SEACOR Leucadia Group and the Spinco Crimson Group agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by SEACOR Leucadia to Spinco Crimson or a distribution by Spinco Crimson to SEACORLeucadia, as the case may be, occurring immediately prior to the Distribution Effective Time and (ii) any payment of interest or non-federal Taxes by or to a Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law or by a Final DeterminationLaw. (e) The amount of any indemnification payment pursuant to this Section 2.01 with respect to any Tax liability shall be reduced by the amount of any current Tax Benefits reduction in Taxes actually realized by the Indemnified Party in respect of such Tax liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 2.01(c). If, notwithstanding the treatment required by Section 2.01(d), any indemnification payment pursuant to this Section 2.01 is determined to be taxable to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party and shall be increased as if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.

Responsibility for Taxes; Indemnification. Except as otherwise expressly set forth in this Agreement: (a) SEACOR AIG shall indemnify and hold harmless the Spinco Group Corebridge for all Tax liabilities Detriments (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in Section 2.02, 2.03 or 2.06(b), any Income Taxes of SEACOR AIG or any member of the SEACOR Consolidated AIG Group imposed upon the Spinco Group for which Corebridge is liable by reason of the Spinco Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Applicable Law; (ii) all Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii); (iii) SEACOR's portion any Tax Detriments of any Transfer Taxes determined pursuant to Section 2.05; (iv) any Taxes of the Spinco Group Corebridge resulting from the breach of any obligation or covenant of SEACOR AIG under this Agreement; Agreement (including Section 2.01) and (viii) any Taxes of the SEACOR AIG Group for any Post-Closing Period. (b) Spinco Corebridge shall indemnify and hold harmless the SEACOR AIG Group for all Tax liabilities Detriments (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes Tax Detriments of the Spinco Group for any Post-Closing Period other than Taxes described in Section 2.01(a); (ii) any Taxes of the SEACOR AIG Group resulting from the breach of any obligation or covenant of Spinco Corebridge under this Agreement; Agreement (iiiincluding Section 2.01) Transaction Taxes, but only to the extent such Transaction and (ii) Taxes arise from (x) a breach by Spinco or any of its Affiliates of the representations or covenants under Article III, (y) a Spinco Disqualifying Action or (z) an action taken by the Spinco Corebridge Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxable; and (iv) Spinco's portion of for any Transfer Taxes determined pursuant to Section 2.05Post-Closing Period. (c) If the an Indemnifying Party is required to indemnify the an Indemnified Party pursuant to this Section 2.012.02, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.012.02, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days Business Days after the Indemnifying Party receives the Indemnified Party's ’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.012.02. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten (10) business days Business Days of receiving such calculations, in which case no payment shall be made until the disagreement is resolved in accordance with the provisions of this Agreement. (d) For all Tax purposes, the SEACOR Group and the Spinco Group agree to treat (i) any payment required by this Agreement as either a contribution by SEACOR to Spinco or a distribution by Spinco to SEACOR, as the case may be, occurring immediately prior to the Distribution and (ii) any payment of interest or non-federal Taxes by or to a Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law or by a Final Determination. (e) The amount of any indemnification payment All indemnity payments pursuant to this Section 2.01 with respect to any Tax liability 2.02 shall be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect of such Tax liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required treated as relating to be submitted pursuant to Section 2.01(c). If, notwithstanding the treatment required by Section 2.01(d), any indemnification payment pursuant to this Section 2.01 is determined to be taxable periods ending on or prior to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party shall be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxableDisaffiliation Effective Time.

Responsibility for Taxes; Indemnification. (a) SEACOR The HERC Parties shall indemnify and hold harmless the Spinco RAC Parent Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in Section 2.02, 2.03 or 2.06(b), any Taxes of SEACOR HERC Parent or any member of the SEACOR HERC Parent Consolidated Group imposed upon the Spinco RAC Parent Group by reason of the Spinco RAC Parent Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Law, except to the extent attributable to Taxes for which any member of the RAC Parent Group is responsible under this Agreement; (ii) all HERC Parent’s portion of any Transaction Taxes, except as otherwise specifically provided in Taxes determined pursuant to Section 2.01(b)(iii)2.03; (iii) SEACOR's HERC Parent’s portion of any Transfer Taxes determined pursuant to Section 2.05; (iv) any Taxes of the Spinco RAC Parent Group resulting from the breach of any obligation or covenant of SEACOR HERC Parent under this Agreement; and (v) any Taxes of the SEACOR HERC Parent Group for any Post-Closing Period; and (vi) any Standalone Taxes of HERC Parent or any HERC Subsidiary for any Tax period. (b) Spinco The RAC Parties shall indemnify and hold harmless the SEACOR HERC Parent Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the Spinco RAC Parent Group for any Post-Closing Period other than Taxes described in Section 2.01(a); (ii) any Consolidated Taxes of the SEACOR RAC Parent Group (applying the principles of the last sentence of Section 2.02(a)) for any Pre-Closing Period in excess of the Pre-Closing Payment Amount (as adjusted under Section 2.02(b)); (iii) any Taxes of the HERC Parent Group resulting from the breach of any obligation or covenant of Spinco RAC Parent under this Agreement; (iiiiv) Transaction Taxes, but only to the extent such RAC Parent’s portion of any Transaction Taxes arise from determined pursuant to Section 2.03; (xv) a breach by Spinco or any of its Affiliates of the representations or covenants under Article III, (y) a Spinco Disqualifying Action or (z) an action taken by the Spinco Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxable; and (iv) Spinco's RAC Parent’s portion of any Transfer Taxes determined pursuant to Section 2.05; and (vi) any Standalone Taxes of RAC or any RAC Subsidiary for any Tax period. (c) For the avoidance of doubt, any Tax liability calculated pursuant to this Section 2.01, Section 2.02 or Section 2.03 shall be determined after the utilization of any net operating loss, capital loss or similar Tax attribute, and the Parties agree that no loss or diminution of any such Tax attribute shall be compensated hereunder. If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient reasonable detail so as to permit the Indemnifying Party to understand the calculationsand supplying supporting documentation. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten thirty (1030) business days after the Indemnifying Party receives the Indemnified Party's ’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must shall notify the Indemnified Party of its disagreement and set forth the basis for such disagreement in writing within ten (10) business days of receiving such calculations. (d) For all Tax purposespurposes of this Agreement, any liability for Taxes attributable to a taxable period that begins before and ends after the SEACOR Group Closing Date shall be apportioned between the portion of such period ending on the Closing Date and the Spinco Group agree to treat portion beginning on the day after the Closing Date (i) any payment required by this Agreement as either a contribution by SEACOR to Spinco or a distribution by Spinco to SEACOR, as in the case may beof real and personal property Taxes, occurring immediately prior to the Distribution by apportioning such Taxes on a per diem basis and (ii) any payment of interest or non-federal Taxes by or to a Taxing Authority as taxable or deductible, as in the case may beof all other Taxes, to on the party entitled under this Agreement to retain such payment basis of a closing of the books as of the close of business on the Closing Date, provided that exemptions, allowances or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law or by deductions that are calculated on an annual basis shall be apportioned on a Final Determinationper diem basis. (e) The amount of any indemnification payment All indemnity payments pursuant to this Section 2.01 shall be treated as relating to periods ending on or prior to the Effective Time and shall be treated for all tax purposes as (i) a contribution of cash to RAC Parent pursuant to the Distribution Agreement or (ii) a reduction to the cash deemed to be contributed pursuant to clause (i), or to the extent the aggregate net indemnity payments to the HERC Parent Group and its Affiliates would exceed the amount of such deemed contributed cash, as a distribution with respect to any Tax liability shall be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect stock of such Tax liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 2.01(c). If, notwithstanding the treatment required by Section 2.01(d), any indemnification payment pursuant to this Section 2.01 is determined to be taxable to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party shall be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxableRAC Parent.

Responsibility for Taxes; Indemnification. (a) SEACOR The SVM Parties shall indemnify and hold harmless the Spinco TG Group for all Tax liabilities Detriments (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in Section 2.02, 2.03 or 2.06(b), any Income Taxes of SEACOR Distributing or any member of the SEACOR Consolidated SVM Group imposed upon for which the Spinco TG Group is liable by reason of the Spinco TG Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Law; (ii) all Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii); (iii) SEACOR's portion of any Transfer Taxes determined pursuant to in accordance with Section 2.052.03; (iv) any Taxes of the Spinco TG Group resulting from the breach of any obligation or covenant of SEACOR Distributing under this Agreement; (v) any Income Taxes of the SVM Group or the TG Group for any Pre-Closing Period reflected or required to be reflected on a Distributing Consolidated Return and (vvi) any Taxes of the SEACOR SVM Group for any Post-Closing Period. (b) Spinco The TG Parties shall indemnify and hold harmless the SEACOR SVM Group for all Tax liabilities Detriments (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the Spinco TG Group for any Post-Closing Period or attributable to the TG Business other than Taxes described in Section 2.01(a); (ii) any Taxes of the SEACOR SVM Group resulting from the breach of any obligation or covenant of Spinco Controlled under this Agreement; Agreement and (iii) Transaction Taxes or Transfer Taxes, but only to the extent such Transaction Taxes or Transfer Taxes arise from (x) a breach by Spinco Controlled or any of its Affiliates of the representations or covenants under Article III, III or (y) a Spinco TG Disqualifying Action or (z) an action taken by the Spinco Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxable; and (iv) Spinco's portion of any Transfer Taxes determined pursuant to Section 2.05Action. (c) For purposes of this Article II, any liability for Taxes attributable to a taxable period that begins before and ends after the Closing Date shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date (i) in the case of real and personal property Taxes, by apportioning such Taxes on a per diem basis and (ii) in the case of all other Taxes, on the basis of a closing of the books as of the close of business on the Closing Date. (d) If the an Indemnifying Party is required to indemnify the an Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days Business Days after the Indemnifying Party receives the Indemnified Party's ’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten (10) business days Business Days of receiving such calculations. (d) For all Tax purposes, the SEACOR Group and the Spinco Group agree to treat (i) any payment required by this Agreement as either a contribution by SEACOR to Spinco or a distribution by Spinco to SEACOR, as the case may be, occurring immediately prior to the Distribution and (ii) any payment of interest or non-federal Taxes by or to a Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either which case except as otherwise mandated by applicable Law or by a Final Determinationno payment shall be made until the disagreement is resolved in accordance with the provisions of this Agreement. (e) The amount of any indemnification payment All indemnity payments pursuant to this Section 2.01 shall be treated as relating to periods ending on or prior to the Distribution Effective Time and shall be treated for all tax purposes as (i) an adjustment to the amount of cash contributed to Controlled pursuant to Section 2.1 of the Separation and Distribution Agreement and (ii) to the extent the aggregate net indemnity payments to the SVM Group and its Affiliates would exceed the amount of such contributed cash, as a distribution with respect to any Tax liability shall be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect stock of such Tax liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 2.01(c). If, notwithstanding the treatment required by Section 2.01(d), any indemnification payment pursuant to this Section 2.01 is determined to be taxable to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party shall be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxableControlled.

Responsibility for Taxes; Indemnification. (a) SEACOR shall indemnify and hold harmless the Spinco Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in Section 2.02, 2.03 2.02 or 2.06(b2.05(b), any Taxes of SEACOR or any member of the SEACOR Consolidated Group imposed upon the Spinco Group by reason of the Spinco Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Law; (ii) all Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii); (iii) SEACOR's ’s portion of any Transfer Taxes determined pursuant to Section 2.052.04; (iv) any Taxes of the Spinco Group resulting from the breach of any obligation or covenant of SEACOR under this Agreement; and (v) any Taxes of the SEACOR Group for any Post-Closing Period. (b) Spinco shall indemnify and hold harmless the SEACOR Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the Spinco Group for any Post-Closing Period other than Taxes described in Section 2.01(a); (ii) any Taxes of the SEACOR Group resulting from the breach of any obligation or covenant of Spinco under this Agreement; (iii) Transaction Taxes, but only to the extent such Transaction Taxes arise from (x) a breach by Spinco or any of its Affiliates of the representations or covenants under Article III, (y) a Spinco Disqualifying Action or (z) an action taken by the Spinco Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxable; and (iv) Spinco's ’s portion of any Transfer Taxes determined pursuant to Section 2.052.04. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party's ’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten thirty (1030) business days of receiving such calculations. (d) For all Tax purposes, the SEACOR Group and the Spinco Group agree to treat (i) any payment required by this Agreement as either a contribution by SEACOR to Spinco or a distribution by Spinco to SEACOR, as the case may be, occurring immediately prior to the Distribution and (ii) any payment of interest or non-federal Taxes by or to a Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law or by a Final Determination. (e) The amount of any indemnification payment pursuant to this Section 2.01 with respect to any Tax liability shall be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect of such Tax liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 2.01(c). If, notwithstanding the treatment required by Section 2.01(d), any indemnification payment pursuant to this Section 2.01 is determined to be taxable to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party shall be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.

Responsibility for Taxes; Indemnification. (a) SEACOR Forest shall indemnify and hold harmless the Spinco Group each of Spinco, Mariner and their respective Affiliates for all Tax liabilities Liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in any Taxes (or the non-payment thereof) of Spinco or attributable to the Spinco Business for all Pre-Distribution Taxable Periods and for the Pre-Distribution Tax Period portion (determined pursuant to Section 2.02, 2.03 or 2.06(b), 2.2) of any Straddle Period Taxes; (ii) any Taxes of SEACOR Forest or any member of the SEACOR Forest Consolidated Group imposed upon the Spinco Group by reason of the Spinco Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Lawlaw; (iiiii) all Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii2.1(b)(iii); (iiiiv) SEACOR's its portion of any Transfer Taxes determined pursuant to Section 2.052.4; (ivv) any Taxes of the Spinco Group Spinco, Mariner or their Affiliates resulting from the breach of any obligation or covenant of SEACOR Forest under this Agreement; and (vvi) any Taxes of Forest or the SEACOR Forest Group for any Post-Closing Distribution Taxable Period. (b) Spinco and Mariner, jointly and severally, shall indemnify and hold harmless the SEACOR Group each of Forest and its Affiliates for all Tax liabilities Liabilities (and any loss, cost, damage or expense, including reasonable attorneys' ’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of Spinco or the Spinco Group for any Post-Closing Distribution Taxable Period other than Taxes described in Section 2.01(a2.1(a); (ii) any Taxes of the SEACOR Group Forest or its Affiliates resulting from the breach of any obligation or covenant of Spinco or Mariner under this Agreement; (iii) Transaction Taxes, but only to the extent such Transaction Taxes arise from (xw) a breach by Spinco Spinco, Mariner or any of its their respective Affiliates of the representations or covenants under Article III, (x) a Disqualifying Action of Spinco, Mariner or any of their respective Affiliates, (y) a the inaccuracy of any factual statements or representations made by Mariner or Spinco Disqualifying Action or in its representations letters to Counsel and (z) an action taken by the Spinco Group that Spinco, Mariner or any of their respective Affiliates which is not required or permitted by the Distribution Merger Agreement and that which causes the Recapitalization Contribution, the Distribution or the Distribution Merger to be taxable; and (iv) Mariner’s or Spinco's ’s portion of any Transfer Taxes determined pursuant to Section 2.052.4; and (v) any Taxes of Mariner and its Subsidiaries other than Taxes described in Section 2.1(a). (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01Article II, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01Article II, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentencetwo sentences, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party's ’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01Article II. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten thirty (1030) business days of receiving such calculations. (d) Any claim under this Article II with respect to a Tax Liability must be made no later than thirty (30) days after the expiration of the applicable statute of limitations for assessment of such Tax Liability. (e) For all Tax purposes, the SEACOR Forest Group and the Spinco Group agree to treat (i) any payment required by this Agreement as either a contribution by SEACOR Forest to Spinco or a distribution by Spinco to SEACORForest, as the case may be, occurring immediately prior to the Distribution and (ii) any payment of interest or non-federal Taxes by or to a Taxing Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law law or by a Final Determination. (ef) The amount of any indemnification payment pursuant to this Section 2.01 with respect to any Tax liability Liability shall be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect of such Tax liability Liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 2.01(c2.1(c). If, notwithstanding the treatment required by Section 2.01(d2.1(e), any indemnification payment pursuant to this Section 2.01 hereunder is determined to be taxable to the Indemnified Party by any Taxing Tax Authority, the indemnity payment payable by the Indemnifying Party shall be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e2.1(f)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.