Common use of Returns; Indemnification; Liability for Taxes Clause in Contracts

Returns; Indemnification; Liability for Taxes. (a) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company for all taxable periods ending on or before the Closing Date. Seller shall pay and shall indemnify and hold Buyer harmless against and from (i) all Taxes of the Company for all taxable periods which end on or before the Closing Date and (ii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “Straddle Period”), all Taxes of the Company attributable to the portion of the Straddle Period prior to and including the Closing Date (the “Pre-closing Period”). For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Period shall be (i) in the case of a Tax that is not based on net income, gross income or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on net income, gross Table of Contents income or gross receipts, the Tax that would be due with respect to the Pre-closing Period if such Pre-closing Period were a separate taxable period. (b) Buyer shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Company relating to taxable periods ending after the Closing Date and, except as provided in subsection (a) hereof, shall pay and indemnify and hold Seller harmless against and from (i) all Taxes of the Company for any taxable period commencing after the Closing Date; and (ii) all Taxes of the Company for any Straddle Period other than Taxes attributable to the Pre-closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period by the due date of any Tax Returns required to be filed by Buyer with respect to any Straddle Period. Such Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices of the Company and shall be subject to reasonable review by Seller.

Returns; Indemnification; Liability for Taxes. (a) Seller The Shareholders' Agent shall cause Target to prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company Target for all taxable periods ending on or before the Closing DateDate ("Target Tax Returns") and shall cause the Shareholders to pay directly all Taxes payable with respect to such Target Tax Returns, other than Taxes attributable to the Election as described below. Seller shall pay and The Principal Shareholders shall indemnify and hold Buyer Acquiror harmless against and from (i) all Taxes of the Company Target for all taxable years or periods which end on or before the Closing Date (excluding Taxes attributable to the Election which shall be the responsibility of Target and Acquiror as provided in Section 10.2(b); (ii) all Taxes for all taxable years or periods of all members or subsidiaries of any affiliated, unitary or combined group of which Target is or has been a member prior to the Closing Date; and (iiiii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “"Straddle Period”), ") all Taxes of the Company Target attributable to the portion of the Straddle Period prior to and including the Closing Date (the “"Pre-closing Closing Period”)") other than Taxes attributable to the Election. For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross Table of Contents income income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Period if such Pre-closing Closing Period were a separate taxable period. , except that exemptions, allowances, deductions or credits that are calculated on an annual basis (bsuch as the deduction for depreciation or capital allowances) Buyer shall prepare and file (or cause to be prepared and filed) apportioned on a timely basis all Tax Returns of the Company relating to taxable periods ending after the Closing Date and, except as provided in subsection (a) hereof, shall pay and indemnify and hold Seller harmless against and from (i) all Taxes of the Company for any taxable period commencing after the Closing Date; and (ii) all Taxes of the Company for any Straddle Period other than Taxes attributable to the Pre-closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period by the due date of any Tax Returns required to be filed by Buyer with respect to any Straddle Period. Such Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices of the Company and shall be subject to reasonable review by Sellerper diem basis.

Returns; Indemnification; Liability for Taxes. (ai) Seller Notwithstanding any other provision of this Agreement, Palomar shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company Star for all taxable periods ending on or before the Closing Date. Seller Date ("STAR TAX RETURNS") and shall pay pay, and shall indemnify and hold Buyer Coherent harmless against and from (i) all Taxes of the Company Star for all taxable years or periods which end on or before the Closing Date Date; (ii) all Taxes for all taxable years or periods of all members of any affiliated group of which Star is or has been a member prior to the Closing Date; and (iiiii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “Straddle Period”), "STRADDLE PERIOD") all Taxes of the Company Star attributable to the portion of the Straddle Period prior to and including the Closing Date (the “Pre"PRE-closing Period”CLOSING PERIOD"). For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Pre- Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross Table of Contents income income, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Period if such Pre-closing Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes hereof, all Taxes which are the subject of this Section 5.19 arising from the Merger, including Taxes resulting from the Election, shall be deemed to be Taxes attributable to the period ending on the Closing Date and shall be the responsibility of Palomar. (bii) Buyer Coherent shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Company Star relating to taxable periods ending after the Closing Date andand shall pay, except as provided in subsection (a) hereof, and shall pay and indemnify and hold Seller Palomar harmless against and from (i) all Taxes of the Company Star for any taxable year or period commencing after the Closing Date; and (ii) all Taxes of the Company Star for any Straddle Period other than Taxes attributable to the Pre-closing Closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of ; PROVIDED, HOWEVER, that any Straddle Period by the due date of any Tax Returns required to be filed by Buyer with respect to any Straddle Period. Such Tax Returns Return shall be prepared and filed in accordance with applicable law in a manner consistent with and past practices consistently applied and Palomar shall have the opportunity to review and approve the Tax Returns for any Straddle Period prior to filing. To the extent the parties cannot reach agreement as to the proper treatment of any item on a Tax Return for a Straddle Period, the Company and matter shall be subject referred to reasonable review by Sellera mutually acceptable independent accounting firm for resolution.

Returns; Indemnification; Liability for Taxes. (a) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company Sub and its subsidiaries for all taxable periods ending on or before the Closing Date. Seller Date ("Sub Tax Returns") and shall pay pay, and shall indemnify and hold Buyer harmless against and from (i) all Taxes of the Company Sub and its subsidiaries for all taxable years or periods which end on or before the Closing Date Date; (ii) all Taxes for all taxable years or periods of all members subsidiaries of any affiliated group. of which Sub and any of its subsidiaries is or has been a member prior to the Closing Date; and (iiiii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “"Straddle Period”), ") all Taxes of the Company Sub and its subsidiaries attributable to the portion of the Straddle Period prior to and including the Closing Date (the “"Pre-closing Closing Period”"). For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Period, and the the. denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross Table of Contents income income, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Period if such Pre-closing Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per them basis. For purposes hereof, all Taxes which are the subject of this Article VIII arising from the Stock Purchase hereof, including Taxes resulting from the Election, shall be deemed to be Taxes attributable to the Pre-Closing Period and shall be the responsibility of Seller. (b) Buyer shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Company Sub relating to taxable periods ending after the Closing Date and shall pay, and, except as provided in subsection (ac) hereof, shall pay and indemnify and hold Seller harmless against and from (i) all Taxes of the Company Sub and its subsidiaries for any taxable year or period commencing after the Closing Date; and (ii) all Taxes of the Company Sub and its subsidiaries for any Straddle Period other than Taxes attributable to the Pre-closing Closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period by the due date of any Tax Returns required to be filed by Buyer with respect to any Straddle Period. Such Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices of the Company and shall be subject to reasonable review by Seller.

Returns; Indemnification; Liability for Taxes. (ai) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company Seller and its Subsidiaries for all taxable periods ending on or before the Closing Date. Seller Date and shall pay pay, and shall indemnify and hold Buyer harmless against and from (iA) all Taxes of the Company Seller and its Subsidiaries for all taxable years or periods which that end on or before the Closing Date Date; (B) all Taxes for which Seller or any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (or any similar provision of state, local or foreign law); and (iiC) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “"Straddle Period”), ") all Taxes of the Company Seller and its Subsidiaries attributable to the portion of the Straddle Period Tax period prior to and including the Closing Date (the “"Pre-closing Closing Tax Period”") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing Taxes"); provided, however, that to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to the a Pre-closing Closing Tax Period shall be (iA) in the case of a Tax that is not based on net income, gross income income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (iiB) in the case of a Tax that is based on any of net income, gross Table of Contents income income, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Tax Period if such Pre-closing Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. (bii) Buyer shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns relating to the Transferred Assets or the operation of the Company relating to taxable Business (including all Tax Returns of the Transferred Subsidiaries) for periods ending after the Closing Date and, except as provided in subsection (a) hereof, and shall pay and shall indemnify and hold Seller harmless against and from (iA) all Taxes of Buyer and its Subsidiaries (including the Company Transferred Subsidiaries) for any taxable year or period commencing after the Closing Date; and (iiB) all Taxes of Buyer and its Subsidiaries (including the Company Transferred Subsidiaries) for any Straddle Period other than Pre‑Closing Taxes; (C) all withholding Taxes attributable incurred in connection with the transactions contemplated hereby; and (D) all Assumed Taxes. (iii) If, in order to the Pre-closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period by the due date of any properly prepare its Tax Returns or other documents required to be filed by with the Governmental Authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer with respect agree to any Straddle Period. Such use commercially reasonable efforts to furnish or make available such nonprivileged information at the other's request, cost and expense; provided, however, that neither Party shall be entitled to review or examine the Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices of the Company other Party (other than the Tax Returns related to MML, Xxxxxx and shall be subject to reasonable review by Sellerthe Xxxxxx Asset Sale).

Returns; Indemnification; Liability for Taxes. (a) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company for all taxable periods ending on or before the Closing Date. Seller Date ("Company Tax Returns") and shall pay pay, and shall indemnify and hold Buyer harmless against and from (i) all Taxes of the Company for all taxable years or periods which end on or before the Closing Date and Date; (ii) all Taxes for all taxable years or periods of all members or subsidiaries of any affiliated group of which the Company is or has been a member prior to the Closing Date pertaining to the Company and arising under Treasury Regulation Section 1.1502-6 or any similar state statute; (iii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “"Straddle Period”), ") all Taxes of the Company attributable to the portion of the Straddle Period prior to and including the Closing Date (the “"Pre-closing Closing Period”"); and (iv) any transfer Taxes payable by Seller pursuant to Section 2.3 of this Agreement. For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross Table of Contents income income, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Period if such Pre-closing Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. Notwithstanding the foregoing, any increase in property or other ad valorem Taxes associated with a change of control of the Company shall be considered attributable to the period following the Closing. For purposes hereof, all Taxes which are the subject of this Article 7 arising from the Acquisition hereof, including Taxes resulting from the Election, shall be deemed to be Taxes attributable to the Pre-Closing Period and shall be the responsibility of Seller. (b) Buyer shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Company relating to taxable periods ending after the Closing Date andand shall pay, except as provided in subsection (a) hereof, and shall pay and indemnify and hold Seller harmless against and from (i) all Taxes of the Company for any taxable year or period commencing after the Closing Date; and (ii) all Taxes of the Company for any Straddle Period (other than Taxes attributable to the Pre-closing Closing Period. Seller shall pay to Buyer the amount of any ); and (iii) and transfer Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period by the due date of any Tax Returns required to be filed payable by Buyer with respect pursuant to any Straddle Period. Such Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices Section 2.3 of the Company and shall be subject to reasonable review by Sellerthis Agreement.

Returns; Indemnification; Liability for Taxes. (a) Seller Sellers shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company for all taxable periods ending on or before the Closing Date. Seller Date (“Company Tax Returns”) and shall pay directly or promptly reimburse Purchaser as provided hereunder, and shall indemnify and hold Buyer Purchaser harmless against and from from: (i) all Taxes of the Company for all taxable years or periods which end on or before the Closing Date and Date; (ii) all Taxes for all taxable years or periods of all members or subsidiaries of any affiliated, unitary or combined group of which the Company is or has been a member prior to the Closing Date; and (iii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “Straddle Period”), ) all Taxes of the Company attributable to the portion of the Straddle Period prior to and including the Closing Date (the “Pre-closing Closing Period”), to the extent such Taxes are not deducted in arriving at Net Working Capital as reflected in the Closing Balance Sheet. The Sellers shall permit Purchaser to review and comment on each such Company Tax Return described in this Section 7.2(a) prior to filing. For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross Table of Contents income income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Period if such Pre-closing Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes hereof, all Taxes which are the subject of this ARTICLE VII arising from the transactions contemplated hereby shall be deemed to be Taxes attributable to the Pre-Closing Period and shall be the responsibility of each Seller. (b) Buyer Purchaser shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Company relating to taxable periods ending after the Closing Date andand shall pay, except as provided in subsection (a) hereof, and shall pay and indemnify and hold Seller Sellers harmless against and from (i) all Taxes of the Company for any taxable year or period commencing after the Closing Date; and (ii) all Taxes of the Company for any Straddle Period (other than Taxes attributable to the Pre-closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period which if paid by the due date of any Tax Returns required Purchaser pursuant to be filed by Buyer with respect to any Straddle Period. Such Tax Returns this Section 7.2(b) shall be prepared and filed in accordance with applicable law in a manner consistent with past practices of the Company and shall be subject to reasonable review promptly reimbursed by SellerSellers).

Returns; Indemnification; Liability for Taxes. (ai) Seller Xxxxxxx-Xxxxxxx shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to each of the Company SEG Entities for all taxable periods ending on or before the Closing Date. Seller Date ("SEG Tax Returns") and shall pay and to the extent modified by Section 5.10(c) of this Agreement and, subject to Article V, shall indemnify and hold Buyer SVG harmless against and from (i) all Taxes of Xxxxxxx-Xxxxxxx, SEG Sub or any other domestic or foreign Affiliate of such entities including all such Taxes attributable to the Company Included Assets or the operation of the Business for all taxable periods (or any portion thereof) which end on or before the Closing Date (except to the extent such Taxes have been shown as an Included Liability for purposes of determining the Closing Net Asset Value); (ii) all Taxes of the SEG Entities for all taxable years or periods which end on or before the Closing Date (except to the extent such Taxes have been shown as an Included Liability for purposes of determining the Closing Net Asset Value); (iii) all Taxes for all taxable years or periods of all members of any affiliated, consolidated, combined or unitary group of which the SEG Entities are or have been a member prior to the Closing Date; and (iiiv) with respect to any taxable period of the SEG Entities (other than the SEG Sub) commencing before the Closing Date and ending after the Closing Date (a “"Straddle Period”), ") all Taxes of the Company SEG Entities attributable to the portion of the Straddle Period prior to and including the Closing Date (the “"Pre-closing Closing Period”") (except to the extent such Taxes have been shown as an Included Liability for purposes of determining the Closing Net Asset Value). For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Closing Period shall be (i) in the case of a Tax (including any property or ad valorem Tax) that is not based on net income, gross income income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross Table of Contents income income, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Period if such Pre-closing Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes hereof, all Taxes which are the subject of this Section 5.10 arising from the Acquisition, except as set forth in Section 5.10(f), shall be deemed to be Taxes attributable to the Pre-Closing Period and shall be the responsibility of Xxxxxxx-Xxxxxxx. (bii) Buyer SVG shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Company SEG Entities relating to taxable periods ending after the Closing Date and shall pay, to the extent modified by Section 5.10(c) of this Agreement, and, except as provided in subsection (a) hereofsubject to Article VII, shall pay and indemnify and hold Seller Xxxxxxx-Xxxxxxx harmless against and from (i) all Taxes of the Company SEG Entities (other than the SEG Sub) for any taxable year or period commencing after the Closing Date; and (ii) all Taxes of the Company SEG Entities (other than the SEG Sub) for any Straddle Period other than Taxes attributable to the Pre-closing Closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period by the due date of any Tax Returns required to be filed by Buyer with respect to any Straddle Period. Such Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices of the Company and shall be subject to reasonable review by Seller.

Returns; Indemnification; Liability for Taxes. (a) Seller HEI and HEA shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company Company, ChipPAC Korea, ChipPAC Shanghai and their respective Subsidiaries (if any) for all taxable periods ending on or before the Closing Date. Seller Date ("Company Tax Returns" and shall pay directly or promptly reimburse the Company, and shall indemnify and hold Buyer the Company harmless against and from from, (i) all Taxes of the Company Company, ChipPAC Korea, ChipPAC Shanghai and their respective Subsidiaries (if any) for all taxable years or periods which end on or before the Closing Date Date; (ii) all Taxes for all taxable years or periods of all other members or Subsidiaries of any affiliated, unitary or combined group of which the Company, ChipPAC Korea or ChipPAC Shanghai is or has been a member on or prior to the Closing Date; and (iiiii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “"Straddle Period”), ," all Taxes of the Company Company, ChipPAC Korea, ChipPAC Shanghai and their respective Subsidiaries (if any) attributable to the portion of the Straddle Period prior to and including the Closing Date (the “"Pre-closing Closing Period”"). For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross Table of Contents income income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing, Period if such Pre-closing Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis without respect to the amount of net income, gross income, sales, premiums or gross receipts (such as the deduction for depreciation or capital allowances) shall be apportioned on a per them basis. (b) Buyer Company shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Company relating to taxable periods ending after the Closing Date andand shall cause the Company to pay, except as provided in subsection (a) hereof, and shall pay and cause the Company to indemnify and hold Seller HEI and HEA harmless against and from (i) all Taxes of the Company Company, ChipPAC Korea, ChipPAC Shanghai and their respective Subsidiaries (if any) for any taxable year or period commencing after the Closing Date; and (ii) all Taxes of the Company Company, ChipPAC Korea, ChipPAC Shanghai and their respective Subsidiaries (if any) for any Straddle Period (other than Taxes attributable to the Pre-closing Period. Seller Closing Period which if paid by the Company pursuant to this Section 11.1(b) shall pay be promptly reimbursed by HEI and HEA to Buyer the amount extent provided by Section 11.1(a). (c) Notwithstanding any other provision of this Section 11.1, the Company shall pay, and shall indemnify and hold HEI and HEA harmless against and from any Taxes (i) attributable to transactions occurring on the Closing Date affecting the Company and its Subsidiaries at any time after the consummation of all of the Recapitalization Transactions or (ii) imposed as a result of any Taxes election under Section 338(g) of the Company attributable to the Pre-Closing Period of Code (or any Straddle Period by the due date of any Tax Returns required to be filed by Buyer comparable election under state law) with respect to any Straddle Period. Such Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices the acquisition of the Company and shall be subject to reasonable review by SellerNew Shares contemplated hereby.

Returns; Indemnification; Liability for Taxes. (a) Seller Sellers shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company for all taxable periods ending on or before the Closing Date. Seller Date (“Company Tax Returns”) and shall pay and shall indemnify and hold directly or promptly reimburse Buyer harmless against and from as provided hereunder: (i1) all All Taxes of the Company for all taxable years or periods which end on or before the Closing Date and Date; (ii2) with All Taxes for all taxable years or periods of all members or subsidiaries of any affiliated, unitary, or combined group of which the Company is or has been a member prior to the Closing Date; and (3) With respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “Straddle Period”), all Taxes of the Company attributable to the portion of the Straddle Period prior to and including the Closing Date (the “Pre-closing Closing Period”), to the extent such Taxes are not deducted or otherwise accounted for in arriving at Final Working Capital Amount as reflected in the Closing Balance Sheet. For purposes of this Agreement, the portion of any Tax that is attributable to the Pre-closing Closing Period shall be be: (i1) in In the case of a Tax that is not based on net income, gross income income, sales, premiums, or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Period, and the denominator of which is the total number of days in such Straddle Period, and and (ii2) in In the case of a Tax that is based on any of net income, gross Table of Contents income income, sales, premiums, or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Period if such Pre-closing Closing Period were a separate taxable period. , except that exemptions, allowances, deductions, or credits that are calculated on an annual basis (bsuch as the deduction for depreciation or capital allowances) Buyer shall prepare and file (or cause to be prepared and filed) apportioned on a timely basis all Tax Returns of the Company relating to taxable periods ending after the Closing Date and, except as provided in subsection (a) hereof, shall pay and indemnify and hold Seller harmless against and from (i) all Taxes of the Company for any taxable period commencing after the Closing Date; and (ii) all Taxes of the Company for any Straddle Period other than Taxes attributable to the Pre-closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period by the due date of any Tax Returns required to be filed by Buyer with respect to any Straddle Period. Such Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices of the Company and shall be subject to reasonable review by Sellerper diem basis.

Returns; Indemnification; Liability for Taxes. (a) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to the Company Seller and SYC for all taxable periods ending on or before the Closing Date. Seller Date and shall pay pay, and shall indemnify and hold Buyer harmless against and from (iA) all Taxes of Seller, SYC and their respective Subsidiaries; (B) all Taxes relating to the Company Transferred Assets and the operation of the Business for all taxable years or periods which that end on or before the Closing Date Date; (C) all Taxes for which Seller or SYC may be liable under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law); and (iiD) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a “Straddle Period”), ) all Taxes relating to the Transferred Assets and the operation of the Company Business attributable to the portion of the Straddle Period Tax period prior to and including the Closing Date (the “Pre-closing Closing Tax Period”) (the Taxes referred to in items (A), (B), (C) and (D) of this sentence are referred to herein as “Pre-Closing Taxes”). For purposes of this Agreement, the portion of any Tax that is attributable to the a Pre-closing Closing Tax Period shall be (iA) in the case of a Tax that is not based on net income, gross income income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-closing Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (iiB) in the case of a Tax that is based on any of net income, gross Table of Contents income income, premiums or gross receipts, the Tax that would be due with respect to the Pre-closing Closing Tax Period if such Pre-closing Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. (b) Buyer shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns relating to the Transferred Assets or the operation of the Company relating to taxable Business for periods ending after the Closing Date and, except as provided in subsection (a) hereof, and shall pay and shall indemnify and hold Seller harmless against and from (iA) all Taxes relating to the Transferred Assets and the operation of the Company Business for any taxable year or period commencing after the Closing Date; , and (iiB) all Taxes relating to the Transferred Assets and operation of the Company Business for any Straddle Period other than Taxes attributable to the Pre-closing Period. Seller shall pay to Buyer the amount of any Taxes of the Company attributable to the Pre-Closing Period of any Straddle Period by the due date of any Tax Returns required to be filed by Buyer with respect to any Straddle Period. Such Tax Returns shall be prepared and filed in accordance with applicable law in a manner consistent with past practices of the Company and shall be subject to reasonable review by SellerTaxes.