Common use of Tax Indemnification and Other Tax Matters Clause in Contracts

Tax Indemnification and Other Tax Matters. Subject to the provisions of ARTICLE 9 hereof: (a) The Seller shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Company and the Purchaser harmless against, (i) all Taxes that relate to the Pre-Closing Straddle Period or any other period ending on or before the Closing Date, and (ii) any Tax liability arising under Treasury Regulation section 1.1502-6 or equivalent state law provision as a result of the Company being included in a consolidated, combined or unitary federal or state income or franchise tax return prior to the Closing Date. (b) The Purchaser and the Company shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Seller harmless against, all Taxes that relate to the Post-Closing Straddle Period or any taxable period that begins after the Closing Date other than any Tax liability referred to in SECTION 10.1(a)(ii) hereof or for which Seller is responsible pursuant to SECTION 10.2 hereof. (c) Prior to and on the Closing Date, the Company shall continue to make payments of Taxes to the Seller for the Pre-Closing Straddle Period in amounts determined in a manner consistent with the Tax Sharing Agreement. The computation of such Tax payments shall not take into account (and Seller shall indemnify Company against) any Taxes resulting from (i) the transfer of the Excluded Assets, (ii) the section 338(h)(10) election to be made pursuant to SECTION 10.1(g) of this Agreement, (iii) the Company ceasing to be a member of the affiliated group of the Seller for purposes of section 1504 of the Code, and (iv) transactions undertaken by the Company in violation of SECTION 5.5 of this Agreement. (d) Prior to the due date for any Tax Returns filed with respect to the Pre-Closing Straddle Period, which are to be prepared and filed (or caused to be prepared and filed) by the Seller pursuant to SECTION 10.1(f) of this Agreement, the Seller shall deliver (or cause to be delivered) to the Purchaser a schedule (the "TRUE-UP SCHEDULE") showing (x) the amount of Tax to be reported on such Tax Returns which is attributable to the Company and determined in a manner consistent with the Tax Sharing Agreement, exclusive of (A) any Taxes resulting from (i) the transfer of the Excluded Assets, (ii) the section 338(h)(10) election made pursuant to SECTION 10.1(g) of this Agreement, (iii) the Company ceasing to be a member of the affiliated group of the Seller for purposes of section 1504 of the Code, and (iv) transactions undertaken by the Company in violation of SECTION 5.5 of this Agreement, and (B) in the event Seller breaches a representation, warranty or covenant under this Agreement, any Taxes that would not have been payable had there been no such breach, but only to the extent such Taxes have not been excluded pursuant to clause (A)(i) - (iv) of this SECTION 10.1(d), and (y) the amount of Tax payments previously paid by the Company in respect of the Tax period covered by such Tax Returns (in the case of any particular Tax

Tax Indemnification and Other Tax Matters. Subject to the provisions of ARTICLE 9 hereof: (a) The Seller shall be liable forindemnify, shall pay to the appropriate Tax Authorities, save and shall hold the Company harmless each Buyer Indemnitee from and the Purchaser harmless against, against any and all Losses incurred in connection with or arising out of (i) all Taxes that relate to the Pre-Closing Straddle Period inaccuracy or breach of any other period ending on representation or before warranty of or by the Closing Date, Company or Seller contained in Section 4.18 and (ii) any Taxes with respect to all Tax liability arising under Treasury Regulation section 1.1502-6 periods ending on or equivalent state law provision as a result of prior to December 31, 1999. Notwithstanding anything contained herein to the Company being included contrary, all Taxes and filings in a consolidated, combined or unitary federal or state connection therewith (other than corporate income or franchise tax return tax) have been timely paid and/or filed prior to the Closing Date. (b) The Purchaser and In the event that Buyer, the Company or any Subsidiary of the Company receives notice of a claim against the Company or any Subsidiary with regard to a Tax period that ends prior to December 31, 1999 from any taxing authority, the Company shall be liable forpromptly notify Seller of such claim. Notwithstanding the foregoing, the failure to give such notice shall pay not relieve Seller of the obligation to indemnify Buyer, the appropriate Tax Authorities, and shall hold the Seller harmless against, all Taxes that relate to the Post-Closing Straddle Period Company or any taxable period that begins after such Subsidiary, unless the Closing Date other than any Tax liability referred failure to provide such notice shall prelude the contest of such claim. The Company shall at Seller's expense provide, as promptly as practicable, such information and assistance as is reasonably necessary in SECTION 10.1(a)(ii) hereof defense of the claim or for which Seller is responsible pursuant to SECTION 10.2 hereofaudit. (c) Prior to and on the Closing Date, Buyer or the Company shall continue have control over the conduct of any audit or other proceeding with respect to make payments of Taxes to the Seller for the Pre-Closing Straddle Period in amounts determined in a manner consistent with the Tax Sharing Agreement. The computation of such Tax payments shall not take into account (and Seller shall indemnify Company against) any Taxes resulting from (i) the transfer of the Excluded Assets, (ii) the section 338(h)(10) election to be made pursuant to SECTION 10.1(g) Company or any of this Agreement, (iii) the Company ceasing to be a member of the affiliated group of the Seller for purposes of section 1504 of the Code, and (iv) transactions undertaken by the Company in violation of SECTION 5.5 of this Agreementits Subsidiaries. (d) Prior Buyer and the Company, on the one hand, and Seller, on the other hand, agree not to the due date for enter into any agreement or settlement with a Tax Returns filed jurisdiction with respect to any audit or dispute with respect to any Tax as to which Seller is required to indemnify any Buyer Indemnitee pursuant to this Section 9.6 without written consent from the Pre-Closing Straddle Periodother party, which are to shall not be prepared and filed unreasonably withheld. (or caused to be prepared and filede) After the Closing, except as required by law, neither the Seller pursuant to SECTION 10.1(f) Company, any of this Agreementits Subsidiaries, nor Buyer shall, without the Seller shall deliver (or cause to be delivered) to the Purchaser a schedule (the "TRUE-UP SCHEDULE") showing (x) the amount prior written consent of Tax to be reported on such Tax Returns which is attributable to the Company and determined in a manner consistent with the Tax Sharing AgreementSeller, exclusive of (A) any Taxes resulting from (i) the transfer file or permit to be filed any amended Tax Return by or on behalf of the Excluded Assets, Company and/or any such Subsidiary for any period for which the original Tax Return was filed before the Closing or (ii) take any other action affecting the section 338(h)(10) election made pursuant to SECTION 10.1(g) of this AgreementCompany's and/or any such Subsidiary's Taxes for any such period; provided, (iii) however, that the Company ceasing to be a member or any of the affiliated group of the its Subsidiaries or Buyer may take actions described in clauses (i) or (ii) if it would not hold Seller liable for purposes of section 1504 of the Code, and (iv) transactions undertaken by the Company in violation of SECTION 5.5 of this Agreement, and (B) in the event Seller breaches a representation, warranty or covenant under this Agreement, any Taxes that would not have been payable had there been no such breach, but only or other liability to the extent such Taxes have not been excluded pursuant to clause (A)(i) - (iv) of this SECTION 10.1(d), and (y) the amount of Tax payments previously paid by the Company in respect of the Tax period covered by or other liability result solely from any such Tax Returns (in the case of any particular Taxaction.

Tax Indemnification and Other Tax Matters. Subject to the provisions of ARTICLE 9 Article IX hereof: (a) The Seller shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Company OSL and IGL and the Purchaser harmless against, (i) all Taxes and obligations under the Tax Sharing Agreement that relate to the Pre-Closing Straddle Period or any other taxable period ending on or before the Closing Date. In particular, the Seller shall be liable for, shall pay to the appropriate Tax Authorities, and (iishall hold OSL and IGL and the Purchaser harmless against, all Taxes resulting from the election under section 338(h)(10) any Tax liability arising under Treasury Regulation section 1.1502-6 or equivalent state law provision as a result of the Company being included Code which is agreed to be made pursuant to Section 10.1(g) of this Agreement in a consolidated, combined or unitary federal or state respect of items of income or franchise tax return prior to gain that are properly reportable on the Tax Return of the Seller, OSL, or IGL for the taxable period ending on, and includ ing, the Closing Date; provided, however, that Taxes arising from or related to any such items of income or gain that are properly reportable on the Tax Return of the Purchaser, OSL or IGL for the taxable period commencing with the day following the Closing Date shall be the liability of the Purchaser, OSL or IGL, as the case may be, for which no indemnification from the Seller may be sought under this Agreement. (b) The Purchaser and the Company shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Seller harmless against, all Taxes that relate to any taxable period that ends after the Post-Closing Straddle Period or Date (including any taxable period that begins prior to the Closing Date and ends after the Closing Date other than any Tax liability referred to in SECTION 10.1(a)(ii) hereof or for which Seller is responsible pursuant to SECTION 10.2 hereofDate). (c) Prior to and or on the Closing Date, the Company OSL and IGL shall continue to make payments of Taxes to the Seller for the Pre-Closing Straddle Period in amounts determined in a manner consistent with the Tax Sharing Agreement. The computation of such Such Tax payments shall not take into account (and Seller shall indemnify Company against) include any Taxes resulting from (i) the transfer of the Excluded Assets, (ii) the section 338(h)(10) election to be made pursuant to SECTION Section 10.1(g) of this Agreement, (iii) the Company ceasing to be a member of the affiliated group of the Seller for purposes of section 1504 of the Code, and (iv) transactions undertaken by the Company in violation of SECTION 5.5 of this Agreement. (d) Prior The Seller and the Purchaser shall maintain all records necessary to support the Tax Returns as filed for all Tax years until closed. (e) In the event that OSL or IGL is, becomes entitled to, or receives any refund of Taxes in respect any taxable period ending on or prior to the due date for any Tax Returns filed with respect to the Pre-Closing Straddle PeriodDate, which are to be prepared and filed (or caused to be prepared and filed) by the Seller pursuant to SECTION 10.1(f) of this Agreement, the Seller shall deliver (or cause to be delivered) to the Purchaser a schedule (the "TRUE-UP SCHEDULE") showing (x) the amount of Tax to be reported on such Tax Returns which is attributable to the Company and determined in a manner consistent with the Tax Sharing Agreement, exclusive of (A) any Taxes resulting from (i) the transfer of Purchaser, OSL, IGL and the Excluded Assets, Seller shall cooperate with each other and take all reasonable actions necessary to obtain such refund and (ii) the section 338(h)(10) election made pursuant to SECTION 10.1(g) amount thereof, plus any interest related thereto shall be the property of this Agreement, (iiiand paid over to) the Company ceasing Seller. (f) The Seller shall be responsible for, prepare, and have ultimate discretion with respect to, all Tax Returns required or permitted by applicable law to be a member of filed by OSL or IGL (or by the affiliated group of Seller on its behalf) with respect to taxable periods ending on or before the Closing Date. The Purchaser, OSL and IGL shall (i) cooperate with the Seller for purposes the purpose of section 1504 making any election under applicable law to permit each of OSL and IGL to end at the end of the Code, and (iv) transactions undertaken by the Company in violation of SECTION 5.5 of this Agreement, and (B) in the event Seller breaches a representation, warranty or covenant under this Agreement, any Taxes Closing Date all taxable periods that would not have been payable had there been no such breach, but only begun prior to the extent such Taxes Closing Date that have not been excluded pursuant to clause (A)(i) - (iv) of this SECTION 10.1(d), otherwise ended and (y) the amount of Tax payments previously paid by the Company in respect of the Tax period covered by such Tax Returns (in the case of any particular Tax43

Tax Indemnification and Other Tax Matters. Subject to the provisions of ARTICLE 9 hereof: (a) The Notwithstanding the terms of the Tax Sharing Agreement, the Seller shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Company and the Purchaser harmless against, (i) all Taxes that relate to the Pre-Closing Straddle Period or any other taxable period ending on or before the Closing Date, and (ii) any Tax liability arising under Treasury Regulation section 1.1502-6 or equivalent state law provision as a result Date that have not been accrued on the books of the Company being included in a consolidated, combined or unitary federal or state income or franchise tax return prior to the Closing Dateits subsidiaries. (b) The Purchaser and the Company shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Seller harmless against, all Taxes that relate to any taxable period that ends after the Post-Closing Straddle Period or Date (including any taxable period that begins prior to the Closing Date and ends after the Closing Date other than any Tax liability referred to in SECTION 10.1(a)(ii) hereof or for which Seller is responsible pursuant to SECTION 10.2 hereofDate). (c) Prior to and or on the Closing Date, the Company shall continue to make payments of Taxes to the Seller for the Pre-Closing Straddle Period in amounts determined in a manner consistent with the Tax Sharing Agreement. The computation of such ; provided, however, that the Tax payments Sharing Agreement as to the Company and its subsidiaries shall not take into account (and Seller shall indemnify Company against) any Taxes resulting from (i) the transfer be terminated as of the Excluded Assets, (ii) the section 338(h)(10) election to be made pursuant to SECTION 10.1(g) of this Agreement, (iii) Closing Date such that the Company ceasing or its subsidiaries shall be bound thereby and have liability thereunder for amounts due in respect of taxable periods prior to be a member of and including the affiliated group of the Seller Closing Date but not for purposes of section 1504 of the Code, and (iv) transactions undertaken by the Company in violation of SECTION 5.5 of this Agreementtaxable periods subsequent to such date. (d) Prior The Seller and the Purchaser shall maintain all records necessary to support the Tax Returns as filed for all Tax years until closed. (e) In the event that the Company is, becomes entitled to, or receives any other refund of Taxes in respect any taxable period ending on or prior to the due date for any Tax Returns filed with respect to the Pre-Closing Straddle PeriodDate, which are to be prepared and filed (or caused to be prepared and filed) by the Seller pursuant to SECTION 10.1(f) of this Agreement, the Seller shall deliver (or cause to be delivered) to the Purchaser a schedule (the "TRUE-UP SCHEDULE") showing (x) the amount of Tax to be reported on such Tax Returns which is attributable to the Company and determined in a manner consistent with the Tax Sharing Agreement, exclusive of (A) any Taxes resulting from (i) the transfer of Purchaser, the Excluded Assets, Company and the Seller shall cooperate with each other and take all reasonable actions necessary to obtain such refund and (ii) the section 338(h)(10amount thereof, plus any interest related thereto shall be the property of (and paid over to) the Seller. (f) The Seller shall be responsible for, prepare, and have ultimate discretion with respect to, all Tax Returns required or permitted by applicable law to be filed by the Company (or by the Seller on its behalf) with respect to taxable periods ending on or before the Closing Date. The Purchaser and the Company shall (i) cooperate with the Seller for the purpose of making any election made pursuant under applicable law to SECTION 10.1(gpermit the Company to end on the Closing Date all taxable periods that have begun prior to the Closing Date that have not otherwise ended and (ii) provide access during normal business hours to all relevant books and records for purposes of preparing any Tax Returns in respect thereof. (g) The Purchaser or the Company shall promptly (i) notify the Seller of the commencement of any Audit by a Tax Authority concerning any Tax for which the Seller may be responsible under Section 10.1(a) of this Agreement, Agreement (iiia "Tax Claim") and (ii) furnish the Seller with copies of any correspondence received from any Tax Authority related thereto. The Seller shall promptly (i) notify the Purchaser or the Company ceasing to be a member of the affiliated group commencement of any Audit by a Tax Authority concerning any Tax for which the Seller for purposes of section 1504 of the Code, and (iv) transactions undertaken by Purchaser or the Company in violation of SECTION 5.5 of this Agreement, and (B) in the event Seller breaches a representation, warranty or covenant may be responsible under this Agreement, any Taxes that would not have been payable had there been no such breach, but only to the extent such Taxes have not been excluded pursuant to clause (A)(i) - (ivSection 10.1(b) of this SECTION 10.1(d), Agreement and (yii) furnish the amount of Tax payments previously paid by Purchaser or the Company in respect of the Tax period covered by such Tax Returns (in the case with copies of any particular Taxcorrespondence received from any Tax Authority related thereto; provided,