Common use of Tax Adjustments Clause in Contracts

Tax Adjustments. (i) Any amount otherwise payable by an Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement shall be reduced (at the time and in the manner discussed in Section 9.3(f)(ii) below) by any actual Tax benefit arising from the payment of the claim that gave rise to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall pay to the Indemnified Party the amount of the Tax benefit that was disallowed. (ii) A Tax benefit will be considered to be realized for purposes of this Section 9.3(f) on (A) the date on which the Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Party.

Tax Adjustments. (i) Any The amount of any indemnification payment otherwise payable by an Indemnifying Party to under this Agreement or on behalf of an Indemnified Party pursuant to this under the Distribution Agreement shall be reduced (at the time and in the manner discussed in Section 9.3(f)(iii) below) by any actual Tax benefit arising from the payment of the claim that gave rise to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced decreased by the amount of any Federal or State Income Tax Benefit actually realized by the indemnified party as a result of the Loss giving rise to the indemnification, and (ii) increased by (A) the amount of any Federal or State Income Tax required to be paid by the indemnified party as a result of its accrual or receipt of the indemnification payment, plus (B) the amount of any Federal or State Income Tax required to be paid by the indemnified party as a result of its accrual or receipt of any payments payable pursuant to this Section 14(d)(i). For all purposes of this Section 14(d), (i) the amount of any State Income Tax Benefit or cost shall be based on a rate, which is deemed to take into account the Federal Income Tax effect of such benefit or cost, of 4%; (ii) a Tax benefit and there Benefit is a disallowance reduction in the amount of such Income Tax benefit by paid or due and payable, whether realized as a taxing authority refund or as a credit or other reduction in Tax liability; (based upon a reasonable and good faith determination by iii) the Indemnified Partyamount of any Tax Benefit or cost for any taxable period will be the difference between (A) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall pay to the Indemnified Party the amount of the indemnified party's Tax benefit liability taking into account the amount of Loss or indemnity payment, as appropriate, actually included in computing taxable income for the current or any prior taxable period and (B) the amount that was disallowed. would be the indemnified party's Tax liability for the current or any prior taxable period (iias applicable) A if such amount of Loss or indemnity payment were not taken into account in computing taxable income; (iv) if the indemnified party files or is included in a consolidated, combined, unitary or similar Income Tax benefit Return for a taxable period, the preceding amounts will be considered computed on the appropriate consolidated, combined, unitary or similar basis for that taxable period; and (v) the term "Loss" shall have the meaning specified in this Agreement or the Distribution Agreement depending on whether the indemnification payment arises under this Agreement or the Distribution Agreement. In the year an indemnification payment is made, the parties shall cooperate to determine the amount of adjustment (if any) to be realized for purposes of made pursuant to this Section 9.3(f14(d)(i). In doing so, the amount of any Federal Income Tax Benefit or cost for the taxable period in which the payment is to be made will be based on the indemnified party's best estimate of such amount, which estimate shall be in writing (an "Adjustment Estimate Notice") and shall include an explanation, in reasonable detail, of the facts and assumptions underlying such estimate. Any payment required pursuant to this Section 14(d)(i) shall be made on or before the later of (Ax) the date on which the Tax benefit applicable indemnification payment is received made pursuant to this Agreement or the Distribution Agreement (as a refund of Taxesapplicable), or (By) to 10 business days following the extent that date on which the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), indemnified party receives the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified PartyAdjustment Estimate Notice.

Tax Adjustments. (a) Except as otherwise provided in this Agreement, TFS shall be liable for any Tax increase, and shall be entitled to any refund or other benefit, that results from any Tax Proceeding relating to any Tax Return of the TFS Consolidated Group other than those resulting from the Brillian Federal Tax Liability. Except as otherwise provided in this Agreement, Brillian shall be liable for any Tax increase, and shall be entitled to any Tax refund or other benefit, that results from any Tax Proceeding relating to any Tax Return of any Brillian Affiliate other than a Tax Return of the TFS Consolidated Group or a TFS Affiliate. (b) If any Tax Proceeding described in Section 2.4(a) (other than an adjustment described in Section 2.4(d)) results in (i) Any amount otherwise payable an increase or decrease in a Tax Item of either a TFS Affiliate or a Brillian Affiliate, for a particular tax period, and (ii) a corresponding increase or decrease in a Tax Item of the other party for a different period (other than by an Indemnifying Party to way of Tax carrybacks or on behalf of an Indemnified Party pursuant to this Agreement shall be reduced (at carryovers), the time and in the manner discussed in Section 9.3(f)(ii) below) by any actual party incurring a Tax benefit arising from the payment of the claim that gave rise shall pay to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such party incurring a Tax benefit, then such Indemnified Party shall pay an amount to detriment the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by lesser of the amount of such benefit and the amount of such detriment. The amount of any payments made pursuant to this Section 2.4 shall be determined by employing the highest rate of Tax specified in Section 11(b) of the Code or the corresponding provision of any applicable state or local Tax. The amount of any Tax benefit or detriment shall be determined taking into account interest received from or paid to the relevant Tax Authority. Payments required under this Section 2.4(b) shall be made at the later of (i) such time or times that the Tax benefits is realized as a refund, a reduction of Tax shown on a Return, or a result of a Tax Authority offsetting the amount due, and there (ii) such time or times that the Tax detriment is realized as an additional assessed amount or as an increase of Tax shown on a disallowance of such Return. The party incurring the Tax detriment shall have the right to review the Tax benefit by a taxing authority (based upon a reasonable and good faith determination utilization by the Indemnified Partyother party. (c) such In the event that as a result of a Final Determination or otherwise, TFS is liable for a Tax relating to the Indemnified Party Assigned Employees for which it is not entitled compensated by Brillian under the Master Separation and Distribution Agreement, Brillian shall pay TFS an amount equal to all or such Tax, excluding any portion of such Tax benefitthat relates to penalties. (d) In the event that there is a Final Determination that results in a disallowance of a deduction taken by a TFS Affiliate pursuant to Section 1.6, then the Indemnifying Party Brillian shall pay to TFS an amount equal to such disallowance determined by employing the Indemnified Party the amount highest rate of the Tax benefit that was disallowed. (ii) A Tax benefit will be considered to be realized for purposes of this specified in Section 9.3(f) on (A) the date on which the Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions11(b) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to Code or the contrary, the Indemnified Party shall determine whether, for purposes corresponding provision of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyapplicable state or local law.

Tax Adjustments. (i) Any amount otherwise payable by an Indemnifying Party to or on behalf of an If such Indemnified Party pursuant to this Agreement shall be reduced (at the time and in the manner discussed in Section 9.3(f)(ii) below) by is liable for any actual Tax benefit arising from additional Taxes as a result of the payment of amounts in respect of a Loss, the claim Indemnifying Party will pay to the Indemnified Party in addition to such amounts in respect of the Loss within 10 days after being notified by the Indemnified Party of the payment of such liability (x) an amount equal to such additional Taxes (the “Tax Reimbursement Amount”) plus (y) any additional amounts required to pay additional Taxes imposed with respect to the Tax Reimbursement Amount and with respect to amounts payable under this clause (y), with the result that gave rise the Indemnified Party shall have received from the Indemnifying Party an amount equal to the Loss. (ii) To the extent that the Indemnified Party recognizes a Tax benefit with respect to any payment for Losses made hereunder (a “Tax Benefit”), the Indemnified Party shall pay to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance Benefit (but not in excess of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all indemnification payment or any portion of such Tax benefit, then payments actually received from the Indemnifying Party shall pay with respect to the Indemnified Party the amount of the Tax benefit that was disallowed. (iisuch Losses) A Tax benefit will be considered to be realized for purposes of this Section 9.3(f) on (A) the date on which the Tax benefit is received at such time or times as a refund of Taxes, or (B) and to the extent that the Indemnified Party or any Affiliate of Indemnified Party actually realizes such Tax benefit is not received as Benefit through a refund of Tax, calculated by computing the amount of Taxes but rather is before and after inclusion of any Tax items attributable to such Losses for which indemnification was made and treating such Tax items as the last items claimed as an item that reduces liability for Taxes (on a with and without basis)any taxable period; provided that, the due date (including extensions) of the if any subsequent Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available adjustments are made relating to the Indemnified Party for any taxable period as a result of or in respect settlement of any audit or other administrative proceeding that results in any change in the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation amount of the any Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available Benefit to the Indemnified Party, appropriate payments will be made between the Indemnifying Party and the Indemnified Party to properly reflect such adjustment amount. Buyer, Sellers and Selling Shareholders each agree to provide the others or their respective designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when an amount is payable to, or receivable from, the other party pursuant to this Section 8.3(d)(ii), provided that such review shall in no event relate to the Indemnified Party's determination including copies of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Returnreturns, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyestimated tax payments, schedules, and related supporting documents.

Tax Adjustments. (i) Any amount otherwise amounts payable by an Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement in respect of a Loss shall be reduced adjusted as follows: (at the time and in the manner discussed in Section 9.3(f)(iia) below) by If such Indemnified Party is liable for any actual Tax benefit arising from additional Taxes as a result of the payment of the claim that gave rise to amounts in respect of a Loss, the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall will pay to the Indemnified Party the amount in addition to such amounts in respect of the Loss within 10 days after being notified by the Indemnified Party of the payment of such liability (x) an amount equal to such additional Taxes (the "Tax benefit Reimbursement Amount") plus (y) any additional amounts required to pay additional Taxes imposed with respect to the Tax Reimbursement Amount and with respect to amounts payable under this clause (y), with the result that was disallowedthe Indemnified Party shall have received from the Indemnifying Party, net of the payment of Taxes, an amount equal to the Loss. (iib) A The Indemnified Party shall reimburse the Indemnifying Party an amount equal to the net reduction in any year in the liability for Taxes (that are based upon or measured by income) of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction is actually realized with respect 66 to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of an Indemnifiable Claim, or amounts paid by the Indemnified Party pursuant to this paragraph (a "Net Tax benefit will Benefit"). The amount of any Net Tax Benefit shall be considered to be realized for purposes of this Section 9.3(f) on (A) paid not later than 15 days after the date on which the such Net Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination Benefit shall be reasonable and realized. Any expenses associated with the realization of a Net Tax Benefit or any contest or proceeding with respect to a Net Tax Benefit shall be made in good faithdeemed to reduce such Net Tax Benefit. The Indemnifying Party shall have opportunity Xxxxx agrees to provide Seller or its designated representatives with such assistance and such documents and records reasonably review the Indemnified Party's calculation requested by them that are relevant to their ability to determine whether a Net Tax Benefit has been realized including but not limited to copies of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party)Returns, provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Returnestimated tax payments, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyschedules, and related supporting documents.

Tax Adjustments. (i) Any amount otherwise payable by an the Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement in respect of a Loss shall be reduced adjusted as follows: (at the time and in the manner discussed in Section 9.3(f)(iii) below) by If such Indemnified Party is liable for any actual Tax benefit arising from additional Taxes as a result of the payment of the claim that gave rise to amounts in respect of an Indemnifiable Claim, the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall will pay to the Indemnified Party the amount in addition to such amounts in respect of the Loss within 10 days after being notified by the Indemnified Party of the payment of such liability (x) an amount equal to such additional Taxes (the "Tax benefit Reimbursement Amount") plus (y) any additional amounts required to pay additional Taxes imposed with respect to the Tax Reimbursement Amount and with respect to amounts payable under this clause (y), with the result that was disallowedthe Indemnified Party shall have received from the Indemnifying Party, net of the payment of Taxes, an amount equal to the Loss. (ii) A The Indemnified Party shall reimburse the Indemnifying Party an amount equal to the net reduction in any year in the liability for payment of Taxes (that are based upon or measured by income) of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction has been actually realized with respect to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of a Loss, or amounts paid by the Indemnified Party pursuant to this paragraph (a "net Tax benefit will Benefit"). The amount of any Net Tax Benefit shall be considered to be realized for purposes of this Section 9.3(f) on (A) paid not later than 15 days after the date on which the such Net Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination Benefit shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyrealized.

Tax Adjustments. (i) Any amount otherwise amounts payable by an the Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement in respect of a Loss shall be reduced net of tax effect determined as follows: (at the time and in the manner discussed in Section 9.3(f)(iii) below) by If such Indemnified Party is liable for any actual Tax benefit arising from additional Taxes as a result of the payment of the claim that gave rise to amounts in respect of an Indemnifiable Claim, the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall will pay to the Indemnified Party the amount in addition to such amounts in respect of the Loss within 10 days after being notified by the Indemnified Party of the payment of such liability (x) an amount equal to such additional Taxes (the "Tax benefit Reimbursement Amount") plus (y) any additional amounts required to pay additional Taxes imposed with respect to the Tax Reimbursement Amount and with respect to amounts payable under this clause (y), with the result that was disallowedthe Indemnified Party shall have received from the Indemnifying Party, net of the payment of Taxes, an amount equal to the Loss. (ii) A The Indemnified Party shall reimburse the Indemnifying Party an amount equal to the net reduction in any year in the liability for Taxes (that are based upon or measured by income) of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction is actually realized with respect to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of a Loss, or amounts paid by the Indemnified Party pursuant to this paragraph (a "Net Tax benefit will Benefit"). The amount of any Net Tax Benefit shall be considered to be realized for purposes of this Section 9.3(f) on (A) paid not later than 15 days after the date on which the such Net Tax benefit is received as a refund Benefit shall be realized. For purposes of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basisthis clause 9.4(c)(ii), the due Net Tax Benefit shall be deemed to be actually realized on the date (including extensions) on which such Net Tax Benefit is used to compute an obligation to pay installments of estimated tax or, if earlier, reported earnings; PROVIDED, HOWEVER, that if the amount of any Net Tax Return that reflects Benefit is subsequently affected by reason of any event or events, including, without limitation, any payment of Taxes by such change in liability for Taxes. Notwithstanding anything herein Indemnified Party with respect to the contraryloss of such Net Tax Benefit upon audit or litigation, appropriate adjustments and payments to take into account the increase or decrease in such Net Tax Benefit shall be made between the Indemnified Party shall determine whether, for purposes and the Indemnifying Party within 15 days after such event or events. Any expenses associated with the realization of this Section 9.3, a Net Tax benefit is available Benefit or any contest or proceeding with respect to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination a Net Tax Benefit shall be reasonable deemed to reduce such Net Tax Benefit. Buyer agrees to provide Seller or its designated representatives with such assistance and shall be made in good faith. The Indemnifying Party shall have opportunity such documents and records reasonably requested by them that are relevant to reasonably review the Indemnified Party's calculation their ability to determine whether a Net Tax Benefit has been realized including but not limited to copies of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party)Returns, provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Returnestimated tax payments, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyschedules, and related supporting documents.

Tax Adjustments. For purposes of Section 7.2, if, as a result of any Tax Contest, there is any redetermination of Taxes on a consolidated basis for any Pre-Closing Period, the determination of whether additional United States federal Taxes imposed on the Company or Cygnet (or their respective Affiliates) for any Pre-Closing Period shall be deemed to arise from the income, profits or transactions of, or are otherwise attributable to, the Company or Cygnet (or their respective Affiliates) to the extent relevant shall be made pursuant to the following principles: a. Each party shall compute the difference between (i) Any amount otherwise payable by an Indemnifying Party the recomputed consolidated federal tax liability for each Pre-Closing Period affected, taking into account solely those adjustments which relate to or arise out of the income, profits or activities of such party or its Affiliates, and (ii) the consolidated federal tax liability of the consolidated group for such Tax Period based on behalf of an Indemnified Party pursuant to this Agreement the Tax Return as originally filed (the difference between (i) and (ii) shall be reduced (at referred to herein as a party's "Tax Adjustment"). b. If one party's Tax Adjustment for the time and in Tax Period is greater than or equal to zero, that party shall then be liable for that portion of additional Taxes equal to the manner discussed in Section 9.3(f)(ii) below) amount obtained by any actual multiplying the additional Taxes by a percentage equal to such party's Tax benefit arising from Adjustment divided by the payment aggregate Tax Adjustment of the claim that gave rise parties. c. If one party's Tax Adjustment for the Tax Period is greater than zero (the "Liable Party") and the other party's Tax Adjustment for the Tax Period is less than zero (the "Other Party"), the Liable Party shall be responsible for all of the additional Taxes owed for such Tax Period. In addition, the Liable Party shall make an Indemnification Payment to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Other Party equal to the Other Party's Tax benefit realizedAdjustment for such Tax Period (for this purpose, provided the Tax Adjustment of the Other Party shall be deemed to be positive); provided, however, that in the event an amount payable by the Indemnifying Party is reduced by such Indemnification Payment shall not exceed the amount by which the Liable Party's Tax Adjustment exceeds the additional Taxes for the Tax Period. Further, the Other Party shall be entitled to any refund received in respect of such Tax benefit and there Period. d. If each party's Tax Adjustment for the Tax Period is a disallowance less than or equal to zero, each party shall be entitled to that portion of any refund received in respect of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall pay Period equal to the Indemnified Party amount obtained by multiplying the amount of the refund by a percentage equal to such party's Tax benefit that was disallowedAdjustment divided by the aggregate Tax Adjustment of the parties. (ii) A e. Similar principles shall be applied in the context of state, local or foreign Taxes to the extent applicable and the term Tax benefit will be considered to be realized Adjustment for all purposes of this Section 9.3(f) on (A) the date on which the Agreement shall not be confined to federal income Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyliabilities.

Tax Adjustments. (i) Any amount otherwise amounts payable by an Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement in respect of a Loss shall be reduced adjusted as follows: (at the time and in the manner discussed in Section 9.3(f)(iia) below) by If such Indemnified Party is liable for any actual Tax benefit arising from additional Taxes as a result of the payment of the claim that gave rise to amounts in respect of a Loss, the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall will pay to the Indemnified Party the amount in addition to such amounts in respect of the Loss within 10 days after being notified by the Indemnified Party of the payment of such liability (x) an amount equal to such additional Taxes (the "Tax benefit Reimbursement Amount") plus (y) any additional amounts required to pay additional Taxes imposed with respect to the Tax Reimbursement Amount and with respect to amounts payable under this clause (y), with the result that was disallowedthe Indemnified Party shall have received from the Indemnifying Party, net of the payment of Taxes, an amount equal to the Loss. (iib) A The Indemnified Party shall reimburse the Indemnifying Party an amount equal to the net reduction in any year in the liability for Taxes (that are based upon or measured by income) of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction is actually realized with respect to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of an Indemnifiable Claim, or amounts paid by the Indemnified Party pursuant to this paragraph (a "Net Tax benefit will Benefit"). The amount of any Net Tax Benefit shall be considered to be realized for purposes of this Section 9.3(f) on (A) paid not later than 15 days after the date on which the such Net Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination Benefit shall be reasonable and realized. Any expenses associated with the realization of a Net Tax Benefit or any contest or proceeding with respect to a Net Tax Benefit shall be made in good faithdeemed to reduce such Net Tax Benefit. The Indemnifying Party shall have opportunity Buyer agrees to provide Seller or its designated representatives with such assistance and such documents and records reasonably review the Indemnified Party's calculation requested by them that are relevant to their ability to determine whether a Net Tax Benefit has been realized including but not limited to copies of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party)Returns, provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Returnestimated tax payments, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyschedules, and related supporting documents.

Tax Adjustments. (a) Except as otherwise provided in this Agreement, PFI shall be liable for any Tax increase, and shall be entitled to any refund or other benefit, that results from any Tax Proceeding relating to any Tax Return of the PFI Consolidated Group. Except as otherwise provided in this Agreement, TWG and WMC shall be liable for any Tax increase, and shall be entitled to any Tax refund or other benefit, that results from any Tax Proceeding relating to any Tax Return of TWG and WMC other than a Tax Return of the PFI Consolidated Group. (b) If any Tax Proceeding described in Section 3.4(a) results in (i) Any amount otherwise payable an increase or decrease in a Tax Item of PFI, TWG or WMC for a particular tax period, and (ii) a corresponding increase or decrease in a Tax Item of the other parties for a different period (other than by an Indemnifying Party to way of Tax carrybacks or on behalf of an Indemnified Party pursuant to this Agreement shall be reduced (at carryovers), the time and in the manner discussed in Section 9.3(f)(ii) below) by any actual party incurring a Tax benefit arising from the payment of the claim that gave rise shall pay to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such parties incurring a Tax benefit, then such Indemnified Party shall pay an amount to detriment the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by lesser of the amount of such benefit and the amount of such detriment. The amount of any payments made pursuant to this Section 3.4 shall be determined by employing the highest rate of Tax specified in Section 11(b) of the Code or the corresponding provision of any applicable state or local Tax. The amount of any Tax benefit or detriment shall be determined taking into account interest received from or paid to the relevant Tax Authority. Payments required under this Section 3.4(b) shall be made at the later of (i) such time or times that the Tax benefits is realized as a refund, a reduction of Tax shown on a Return, or a result of a Tax Authority offsetting the amount due, and (ii) such time or times that the Tax detriment is realized as an additional assessed amount or as an increase of Tax shown on a Return. The party incurring the Tax detriment shall have the right to review the Tax benefit utilization by the other party. (c) In the event that there is a Final Determination that results in a disallowance of such Tax benefit a deduction taken by a taxing authority (based upon a reasonable PFI pursuant to Section 2.5, TWG and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party WMC shall pay to PFI an amount equal to such disallowance determined by employing the Indemnified Party the amount highest rate of the Tax benefit that was disallowed. (ii) A Tax benefit will be considered to be realized for purposes of this specified in Section 9.3(f) on (A) the date on which the Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions11(b) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to Code or the contrary, the Indemnified Party shall determine whether, for purposes corresponding provision of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyapplicable state or local law.

Tax Adjustments. For purposes of Section 7.2, if, as a result of any Tax Contest, there is any redetermination of Taxes on a consolidated basis for any Pre-Closing Period, the determination of whether additional United States federal Taxes imposed on the Company or Cygnet (ior their respective Affiliates) Any amount for any Pre-Closing Period shall be deemed to arise from the income, profits or transactions of, or are otherwise payable by an Indemnifying Party attributable to, the Company or Cygnet (or their respective Affiliates) to the extent relevant shall be made pursuant to the following principles: (a) Each party shall compute the difference between (A) the recomputed consolidated federal tax liability for each Pre-Closing Period affected, taking into account solely those adjustments which relate to or arise out of the income, profits or activities of such party or its Affiliates, and (B) the consolidated federal tax liability of the consolidated group for such Tax Period based on behalf of an Indemnified Party pursuant to this Agreement the Tax Return as originally filed (the difference between (A) and (B) shall be reduced referred to herein as a party's "Tax Adjustment"). (at b) If one party's Tax Adjustment for the time and in Tax Period is greater than or equal to zero, that party shall then be liable for that portion of additional Taxes equal to the manner discussed in Section 9.3(f)(ii) below) amount obtained by any actual multiplying the additional Taxes by a percentage equal to such party's Tax benefit arising from Adjustment divided by the payment aggregate Tax Adjustment of the claim that gave rise parties. (c) If one party's Tax Adjustment for the Tax Period is greater than zero (the "Liable Party") and the other party's Tax Adjustment for the Tax Period is less than zero (the "Other Party"), the Liable Party shall be responsible for all of the additional Taxes owed for such Tax Period. In addition, the Liable Party shall make an Indemnification Payment to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Other Party equal to the Other Party's Tax benefit realizedAdjustment for such Tax Period (for this purpose, provided the Tax Adjustment of the Other Party shall be deemed to be positive); provided, however, that in the event an amount payable by the Indemnifying Party is reduced by such Indemnification Payment shall not exceed the amount by which the Liable Party's Tax Adjustment exceeds the additional Taxes for the Tax Period. Further, the Other Party shall be entitled to any refund received in respect of such Tax benefit and there Period. (d) If each party's Tax Adjustment for the Tax Period is a disallowance less than or equal to zero, each party shall be entitled to that portion of any refund received in respect of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall pay Period equal to the Indemnified Party amount obtained by multiplying the amount of the refund by a percentage equal to such party's Tax benefit that was disallowedAdjustment divided by the aggregate Tax Adjustment of the parties. (iie) A Similar principles shall be applied in the context of state, local or foreign Taxes to the extent applicable and the term Tax benefit will be considered to be realized Adjustment for all purposes of this Section 9.3(f) on (A) the date on which the Agreement shall not be confined to federal income Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyliabilities.

Tax Adjustments. (i) Any amount otherwise amounts payable by an the Indemnifying Party to or on behalf of an Indemnified Party in respect of an Indemnifiable Loss shall be adjusted as follows. The Indemnified Party shall reimburse the Indemnifying Party an amount equal to the present value amount of the net reduction in any year in the liability for Income Taxes of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction will be realized (either through the reduction of a Tax liability or the increase of a Tax loss or credit) with respect to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of an Indemnifiable Loss, or amounts paid by the Indemnified Party pursuant to this Agreement paragraph (a "Net Tax Benefit"). The present value amount of the Net Tax Benefit shall be reduced determined by: (at the time and in the manner discussed in Section 9.3(f)(iii) below) by any actual Tax benefit arising from the payment of the claim that gave rise to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party using a discount rate equal to the mid-term applicable federal rate in effect on the date by which the payment subject to the Net Tax benefit Benefit adjustment is due, (ii) discounting back to the date by which the payment subject to the Net Tax Benefit adjustment is due and (iii) using reasonable assumptions regarding the date (or dates) on which such Net Tax Benefit will be realized, provided that in the event which assumptions must be verified by an amount payable independent certified public accountant chosen by the Indemnifying Party is reduced if requested by the amount of Indemnifying Party. Buyer agrees to provide Seller or their designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when a Net Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall pay to the Indemnified Party the amount of the Tax benefit that was disallowed. (ii) A Tax benefit Benefit will be considered realized, including but not limited to be realized for purposes copies of this Section 9.3(f) on (A) the date on which the Tax benefit is received as a refund of TaxesReturns, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with estimated tax payments, schedules, and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyrelated supporting documents.

Tax Adjustments. (i) Any amount otherwise amounts payable by an the Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement in respect of a Loss shall be reduced (at the time and in the manner discussed in Section 9.3(f)(ii) below) by adjusted as follows: 1. If such Indemnified Party is liable for any actual Tax benefit arising from additional Taxes as a result of the payment of the claim that gave rise to amounts in respect of an indemnifiable claim, the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall will pay to the Indemnified Party in addition to such amounts in respect of the Loss within 10 days after being notified by the Indemnified Party of the payment of such liability (x) an amount equal to such additional Taxes (the "TAX REIMBURSEMENT AMOUNT") plus (y) any additional amounts required to pay additional Taxes imposed with respect to the Tax Reimbursement Amount and with respect to amounts payable under this clause (y), with the result that the Indemnified Party shall have received from the Indemnifying Party, net of the payment of Taxes, an amount equal to the Loss. 2. The Indemnified Party shall reimburse the Indemnifying Party an amount equal to the net reduction in any year in the liability for Taxes (that are based upon or measured by income) of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction is actually realized with respect to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of a Loss, or amounts paid by the Indemnified Party pursuant to this paragraph (a "NET TAX BENEFIT"). The amount of the any Net Tax benefit that was disallowed. (ii) A Tax benefit will Benefit shall be considered to be realized for purposes of this Section 9.3(f) on (A) paid not later than 15 days after the date on which the such Net Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination Benefit shall be reasonable and realized. Any expenses associated with the realization of a Net Tax Benefit or any contest or proceeding with respect to a Net Tax Benefit shall be made in good faith. The Indemnifying Party shall have opportunity deemed to reasonably review the Indemnified Party's calculation of the reduce such Net Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified PartyBenefit.

Tax Adjustments. All real property Taxes, personal property Taxes and similar ad valorem Taxes imposed upon or assessed directly against the Purchased Assets (i“Property Taxes”) Any amount otherwise payable by an Indemnifying Party to or for the taxable period in which the Closing occurs (the “Proration Period”) will be apportioned and prorated between the Seller, on behalf the one hand, and the Buyer, on the other hand, as of an Indemnified Party pursuant to this Agreement the Closing Date with the Buyer bearing the expense of the Buyer’s proportionate share of such Property Taxes, which shall be reduced (at the time and in the manner discussed in Section 9.3(f)(ii) below) by any actual Tax benefit arising from the payment of the claim that gave rise to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realizedproduct obtained by multiplying (a) a fraction, provided that the numerator being the number of days in the event an amount payable Proration Period following the Closing Date and the denominator being the total number of days in the Proration Period, by the Indemnifying Party is reduced by (b) the amount of such Tax benefit Property Taxes, and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that Seller shall bear the Indemnified Party is not entitled to all or any remaining portion of such Property Taxes. In the event that either the Seller or the Buyer shall, after the Closing Date, provide the other Party with evidence of having made a payment for which it is entitled to reimbursement under this Section 7.4, the other Party shall make such reimbursement promptly, but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Each Party shall timely and duly cause to be filed all Tax benefitReturns and other documentation with respect to all Property Taxes subject to this Section 7.4 that are required by applicable Law to be filed by such Party, then the Indemnifying Party and shall pay to the Indemnified Party the amount of the Tax benefit that was disallowed. (ii) A Tax benefit will be considered relevant Governmental Entity all such Property Taxes required to be realized paid by such Party (subject to any reimbursement provided for purposes herein). Within ten days after receipt of this Section 9.3(f) on (A) the date on which the Tax benefit is received as a refund of Taxesany Property Taxes that were subject to proration under this Section 7.4, or (B) the Party that receives any such refund shall remit to the extent that other Party its share, if any, of such refund, with each Party’s share to be calculated on the Tax benefit is not received same basis as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyabove.

Tax Adjustments. (i) Any amount otherwise payable by an Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement shall be reduced (at the time and in the manner discussed in Section 9.3(f)(ii) below) by any actual Tax benefit arising from the payment of the claim that gave rise to the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall pay to the Indemnified Party the amount of the Tax benefit that was disallowed. (ii) A Tax benefit will be considered to be realized for purposes of this Section 9.3(f) on (A) the date on which the Tax benefit is received as a refund of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claimindemnifiable claim, provided that such determination shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity to reasonably review the Indemnified Party's calculation of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Party.

Tax Adjustments. (i) Any amount otherwise amounts payable by an the Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement in respect of a Loss shall be reduced adjusted as follows: (at the time and in the manner discussed in Section 9.3(f)(iii) below) by If such Indemnified Party is liable for any actual Tax benefit arising from additional Taxes as a result of the payment of the claim that gave rise to amounts in respect of an Indemnifiable Claim, the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall will pay to the Indemnified Party the amount in addition to such amounts in respect of the Loss within 10 days after being notified by the Indemnified Party of the payment of such liability (x) an amount equal to such additional Taxes (the "TAX REIMBURSEMENT AMOUNT") plus (y) any additional amounts required to pay additional Taxes imposed with respect to the Tax benefit Reimbursement Amount and with respect to amounts payable under this clause (y), with the result that was disallowedthe Indemnified Party shall have received from the Indemnifying Party, net of the payment of Taxes, an amount equal to the Loss. (ii) A The Indemnified Party shall reimburse the Indemnifying Party an amount equal to the net reduction in any year in the liability for Taxes (that are based upon or measured by income) of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction is actually realized with respect to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of a Loss, or amounts paid by the Indemnified Party pursuant to this paragraph (a "NET TAX BENEFIT"). The amount of any Net Tax benefit will Benefit shall be considered to be realized for purposes of this Section 9.3(f) on (A) paid not later than 15 days after the date on which the such Net Tax benefit is received as a refund Benefit shall be realized. For purposes of Taxes, or this clause (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basisii), the due Net Tax Benefit shall be deemed to be actually realized on the date (including extensions) on which such Net Tax Benefit is used to compute an obligation to pay installments of estimated tax or, if earlier, reported earnings; PROVIDED, HOWEVER, that if the amount of any Net Tax Return that reflects Benefit is subsequently affected by reason of any event or events, including, without limitation, any payment of Taxes by such change in liability for Taxes. Notwithstanding anything herein Indemnified Party with respect to the contraryloss of such Net Tax Benefit upon audit or litigation, appropriate adjustments and payments to take into account the increase or decrease in such Net Tax Benefit shall be made between the Indemnified Party shall determine whether, for purposes and the Indemnifying Party within 15 days after such event or events. Any expenses associated with the realization of this Section 9.3, a Net Tax benefit is available or any contest or proceeding with respect to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination a Net Tax Benefit shall be reasonable deemed to reduce such Net Tax Benefit. Buyer agrees to provide Seller or its designated representatives with such assistance and shall be made in good faith. The Indemnifying Party shall have opportunity such documents and records reasonably requested by them that are relevant to reasonably review the Indemnified Party's calculation their ability to determine whether a Net Tax Benefit has been realized, including but not limited to copies of the any Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party)Returns, provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Returnestimated tax payments, provided such review of the Tax Return does not materially adversely affect the Indemnified Partyschedules, and related supporting documents.

Tax Adjustments. (i) Any amount otherwise amounts payable by an the Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement in respect of a Loss shall be reduced (at the time and in the manner discussed in Section 9.3(f)(ii) below) by any actual Tax benefit arising from the payment of the claim that gave rise to adjusted as follows. The Indemnified Party shall reimburse the Indemnifying Party making an indemnity payment. If an Indemnified Party realizes any such Tax benefit, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that present value amount of the net reduction in any year in the event an amount payable liability for Taxes of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction will be realized (either through the reduction of a Tax liability or the increase of a Tax loss or credit) with respect to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of a Loss for which the Indemnified Party is indemnified by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination pursuant to this Agreement, or amounts paid by the Indemnified PartyParty pursuant to this paragraph (a "Net Tax Benefit"). The present value amount of the Net Tax Benefit shall be determined by: (i) using a discount rate equal to the mid-term applicable federal rate (under Section 1274(d) of the Code) in effect on the date by which the payment subject to the Net Tax Benefit adjustment is due, (ii) discounting back to the date by which the payment subject to the Net Tax Benefit adjustment is due and (iii) using reasonable assumptions regarding the date (or dates) on which such that the Indemnified Party is not entitled to all or any portion of such Net Tax benefitBenefit will be realized, then which assumptions must be verified by an independent certified public accountant chosen by the Indemnifying Party if requested by the Indemnifying Party. Each party agrees to provide the other party or their designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when a Net Tax Benefit will be realized, including but not limited to copies of Tax Returns, estimated tax payments, schedules, and related supporting documents. In the event the parties are unable to agree on the amount, the parties shall pay to the Indemnified Party the amount of engage the Tax benefit that was disallowed. (ii) A Tax benefit will be considered Arbitrator to be realized for purposes of this Section 9.3(f) on (A) resolve the date on which the Tax benefit is received as a refund of Taxesmatter, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes. Notwithstanding anything herein to the contrary, the Indemnified Party shall determine whether, for purposes of this Section 9.3, a Tax benefit is available to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination whose decision shall be reasonable final and shall be made in good faith. The Indemnifying Party shall have opportunity binding upon the parties and not subject to reasonably review the Indemnified Party's calculation or challenge of the Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified Partykind.

Tax Adjustments. (i) Any amount otherwise amounts payable by an the Indemnifying Party to or on behalf of an Indemnified Party pursuant to this Agreement in respect of a Loss shall be reduced (at the time and in the manner discussed in Section 9.3(f)(ii) below) by any actual Tax benefit arising from the payment of the claim that gave rise to the Indemnifying Party making an indemnity payment. adjusted as follows: If an Indemnified Party realizes is liable for any such Tax benefitadditional Taxes as a result of the payment of amounts in respect of an Indemnifiable Claim, then such Indemnified Party shall pay an amount to the Indemnifying Party equal to the Tax benefit realized, provided that in the event an amount payable by the Indemnifying Party is reduced by the amount of such Tax benefit and there is a disallowance of such Tax benefit by a taxing authority (based upon a reasonable and good faith determination by the Indemnified Party) such that the Indemnified Party is not entitled to all or any portion of such Tax benefit, then the Indemnifying Party shall will pay to the Indemnified Party in addition to such amounts in respect of the Loss within 10 days after being notified by the Indemnified Party of the payment of such liability (x) an amount equal to such additional Taxes (the "Tax Reimbursement Amount") plus (y) any additional amounts required to pay additional Taxes imposed with respect to the Tax Reimbursement Amount and with respect to amounts payable under this clause (y), with the result that the Indemnified Party shall have received from the Indemnifying Party, net of the payment of Taxes, an amount equal to the Loss; and The Indemnified Party shall reimburse the Indemnifying Party an amount equal to the net reduction in any year in the liability for Taxes (that are based upon or measured by income) of the Indemnified Party or any member of a consolidated or combined tax group of which the Indemnified Party is, or was at any time, part, which reduction is actually realized with respect to any period after the Closing Date and which reduction would not have been realized but for the amounts paid (or any audit adjustment or deficiency with respect thereto, if applicable) in respect of a Loss, or amounts paid by the Indemnified Party pursuant to this paragraph (a "Net Tax Benefit"). The amount of the any Net Tax benefit that was disallowed. (ii) A Tax benefit will Benefit shall be considered to be realized for purposes of this Section 9.3(f) on (A) paid not later than 15 days after the date on which the such Net Tax benefit is received as a refund Benefit shall be realized. For purposes of Taxes, or (B) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (on a with and without basisthis clause 10.4(d)(ii), the due Net Tax Benefit shall be deemed to be actually realized on the date (including extensions) on which such Net Tax Benefit is used to compute an obligation to pay in stallments of estimated tax or, if earlier, reported earnings; PROVIDED, HOWEVER, that if the amount of any Net Tax Return that reflects Benefit is subsequently affected by reason of any event or events, including, without limitation, any payment of Taxes by such change in liability for Taxes. Notwithstanding anything herein Indemnified Party with respect to the contraryloss of such Net Tax Benefit upon audit or litigation, appropriate adjustments and payments to take into account the increase or decrease in such Net Tax Benefit shall be made between the Indemnified Party shall determine whether, for purposes and the Indemnifying Party within 15 days after such event or events. Any expenses associated with the realization of this Section 9.3, a Net Tax benefit is available Benefit or any contest or proceeding with respect to the Indemnified Party in respect of the relevant Indemnifiable Claim, provided that such determination a Net Tax Benefit shall be reasonable and shall be made in good faith. The Indemnifying Party shall have opportunity deemed to reasonably review the Indemnified Party's calculation of the reduce such Net Tax benefit realized (including a calculation pursuant to which it is determined that there is no Tax benefit available to the Indemnified Party), provided that such review shall in no event relate to the Indemnified Party's determination of how to report any items on its Tax Return. The Indemnifying Party's review of the Indemnified Party's calculation may include review of relevant parts of the Indemnified Party's Tax Return, provided such review of the Tax Return does not materially adversely affect the Indemnified PartyBenefit.