Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other all Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties Companies or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Buyer as a result of the gross negligence or willful misconduct operations of the Administrative Agent, Lender Companies with respect to any taxable year or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify period ending on or before the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this subsectionAgreement or any breach of any covenant contained in this Article XI, without duplication; provided that and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to making any such demand on the Loan Parties the Administrative Agent agrees Closing (whether or not written) with respect to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorPre-Closing Period.

Tax Indemnification. After the Closing Date, the Stockholders shall indemnify and hold harmless the Company and Buyer from and against: (i) Without limiting any Pre-Closing Taxes, including the provisions Stockholders’ liability for transfer Taxes under Section ‎9.5; and (ii) any increase in Tax liability resulting from the Company being liable for any Taxes of subsection any Person as transferee or successor, by contract or otherwise for any Pre-Closing Tax Period or Interim Period; provided, however, that in the case of clauses (ai) or and (bii) above, the Loan Parties shallStockholders shall be liable only to the extent that such a Tax exceeds the amount, if any, reserved for such Tax on the face of the Final Closing Statement and do hereby indemnify taken into account in determining the Administrative AgentFinal Adjustment Amount. The Stockholders shall reimburse Buyer for any Taxes of the Company that are the responsibility of the Stockholders pursuant to this Section ‎9.2 within thirty (30) business days after payment of such Taxes by Buyer or the Company. For purposes of calculating the liability of the Company for Taxes of any Interim Period, each Lender the portion of any Tax for a Straddle Period that is allocable to the Interim Period shall be deemed to equal: (i) in the case of Taxes based upon or related to income, gain or receipts, the amount that would be payable if the Straddle Period had ended on the Closing Date and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result books of the gross negligence or willful misconduct Company were closed as of the Administrative Agentclose of such date; provided, Lender or L/C Issuerhowever, as determined by a final that depreciation, amortization and nonappealable judgment cost recovery deductions will be taken into account in accordance with the principles of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (iii) below; (ii) in the case of this subsectionTaxes imposed on specific transactions or events, Taxes imposed on specific transactions or events occurring on or before the Closing Date; provided that prior to making and (iii) in the case of Taxes imposed on a periodic basis, or in the case of any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause other Taxes not covered by clauses (i) or (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuerabove, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to Taxes for the Borrower entire Straddle Period multiplied by a Lender or fraction (a) the L/C Issuer numerator of which is the number of calendar days in the period ending on the Closing Date and (with a copy to b) the Administrative Agent), or by denominator of which is the Administrative Agent on its own behalf or on behalf number of a Lender or calendar days in the L/C Issuer, shall be conclusive absent manifest errorentire Straddle Period.

Tax Indemnification. (i) Without limiting Seller shall and hereby does indemnify and hold Buyer and any Affiliate of Buyer and their respective officers and directors, harmless from and against any and all Damages attributable to liabilities of the provisions of subsection Company: (a) or for Taxes attributable to Pre-Closing Tax Periods as determined pursuant to Section 5.1, (b) abovearising from any inaccuracy in or breach of representations or warranties set forth in Section 2.26 or any breach of the covenants in Section 5.1, (c) for Taxes attributable to the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount Company having been a member of any Indemnified affiliated, consolidated, combined, unitary or other similar group (under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law) prior to the Closing Date, (d) for Taxes or Other that are imposed by reason of the Company having liability for Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising another Person as a result of the gross negligence Company being during any Pre-Closing Tax Period a successor or willful misconduct transferee of any other Person or by contract, (e) for Taxes attributable to any of the Administrative Agent, Lender Pre-Closing Affiliate Transactions described in Section 4.4 or L/C Issuer, as determined by a final the deemed sale of assets and nonappealable judgment liquidation of a court of competent jurisdiction. The Loan Parties shall alsothe Company for any applicable Tax purposes pursuant to the Section 338(h)(10) Election, and do hereby(f) for Seller’s proportionate share of any Taxes described in Section 5.2. With respect to any claim for indemnity under this Section 9.4 arising from any inaccuracy in or breach of the representations set forth in Sections 2.26(b)(xvi) or 2.26(b)(xvii), indemnify but subject to the Administrative Agentprovisions of Section 9.3(a)(iii), Buyer shall notify Seller promptly if it becomes aware of any such inaccuracy in or breach in the above representations regardless of whether any Tax Authority or any other third party has made any assertion or taken any action with respect to such inaccuracy in or breach of such representations, and such notice shall make payment contain all material facts relating to such inaccuracy in respect thereof or breach of such representations. Seller shall review such notice and within ten days thirty (30) days, determine, in good faith, whether remediation of such inaccuracy or breach is required, and if it determines remediation is required, shall propose to Buyer the basis upon which such inaccuracy in or breach of such representations shall be remedied. Buyer shall either accept Seller’s proposal or offer an alternative proposal. If Buyer offers an alternative proposal, Seller shall either accept or reject such alternative proposal. If after demand therefornegotiating in good faith, for any amount Seller and Buyer cannot agree whether remediation is required or upon the method of remediation, the period in which a Lender claim or the L/C Issuer for any reason fails action may be made pursuant to pay indefeasibly this Section 9.4 solely with respect to the Administrative Agent as required by clause matter described in the above notice shall be the applicable period of the statute of limitation plus thirty (ii30) days notwithstanding the provisions of this subsection; provided that prior Section 9.3(a)(iii). If the method of remediation has been agreed to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to parties, Seller shall have primary responsibility (with the Administrative Agent reasonable cooperation of Buyer) for the account remediation on behalf of such Lender or the L/C Issuer, as the case Company and may be, during the period employ counsel and other third parties of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionits choice and at its expense. A certificate, prepared in good faith Seller shall keep Buyer informed as to the amount status of such remediation and shall discuss with Buyer and Buyer’s counsel any such payment steps to be taken in the remediation and afford Buyer and Buyer’s counsel the right and a reasonable opportunity to review and comment in advance on any document or liability delivered other written agreement to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or be entered into on behalf of a Lender the Company. Seller shall not (a) send any communication or documents to any policyholders of the L/C IssuerCompany without the consent of Buyer or (b) enter into any agreement with respect to the remediation without the consent of Buyer, which consent may not be unreasonably withheld or delayed (and it shall be conclusive absent manifest errordeemed unreasonable to withhold such consent if such agreement is consistent with the plan of remediation agreed to by Seller and Buyer). Notwithstanding the foregoing, Buyer may, at any time and regardless of whether a method of remediation has been agreed by the parties, assume control of the process of remediating any inaccuracy in or breach of the representations set forth in Sections 2.26(b)(xvi) or 2.26(b)(xvii), and may take any action in connection therewith without the cooperation or consent of Seller; provided, that Buyer and the Company shall have waived any right to indemnification pursuant to this Agreement with respect to such inaccuracy or breach.

Tax Indemnification. (a) The Seller shall be responsible for, shall pay or cause to be paid, and shall indemnify and hold harmless the Buyer from and against any and all Losses for or in respect of each of the following, without duplication: (i) Without limiting any and all liability for Taxes of the provisions Company and each of subsection the Company Subsidiaries for all taxable periods (aor portions thereof) ending on or before the Closing Date (ba "Pre-Closing Tax Period") above, and with respect to any taxable period that begins on or before and ends after the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand thereforClosing Date (a "Straddle Period"), for the full amount of any Indemnified Taxes or Other Taxes portion thereof ending on the Closing Date; (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Sectionii) withheld or deducted by the Loan Parties or the Administrative Agent all liability (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of Treasury Regulation ss. 1.1502-6 or any similar provision of state, local or foreign law or as a transferee or successor by contract or otherwise) imposed on the gross negligence Company or willful misconduct any of the Administrative Agent, Lender Company Subsidiaries for the Taxes of the Seller or L/C Issuer, any other person or entity (other than the Company or any of the Company Subsidiaries) which is or has been an Affiliate of the Company or any of the Company Subsidiaries prior to the Closing Date; (iii) any and all liability for Taxes attributable to the making of Elections (as determined described under Section 8.9(a)) and any Taxes arising out of any failure by a final and nonappealable judgment the Seller to pay such Tax; (iv) all Taxes arising out of a court breach of competent jurisdiction. The Loan Parties shall alsoany representation or warranty set forth in Section 5.17 other than Section 5.17(b), (v) any payment to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contract (whether or not written and in each case covering the sharing of income or income-based taxes reported on a combined, unitary or consolidated Tax Return) to which the Company or any of the Company Subsidiaries was obligated or was a party on or prior to the Closing Date, and do hereby, indemnify the Administrative Agent, (vi) all liability for reasonable legal fees and shall make payment in respect thereof within ten days after demand therefor, other third-party expenses for any amount which a Lender or the L/C Issuer for item attributable to any reason fails to pay indefeasibly to the Administrative Agent as required by item in clause (iii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause through (iiv) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorabove.

Tax Indemnification. Pro-Fac shall indemnify the Company, its Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (i) Without limiting all Income Taxes (or the provisions non-payment thereof) of subsection (a) the Company and its Subsidiaries for all taxable periods ending on or (b) above, before the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender Closing Date and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for portion through the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result end of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, Closing Date for any amount which a Lender or taxable period that includes (but does not end on) the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause Closing Date ("Pre-Closing Tax Period"), (ii) all Income Taxes of this subsection; provided that any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to making the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any such demand analogous or similar state, local, or foreign law or regulation, and (iii) any and all Income Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Loan Parties the Administrative Agent agrees to exercise Company or any of its right Subsidiaries as a transferee or successor, by contract or pursuant to clause any law, rule, or regulation, which Income Taxes relate to an event or transaction occurring before the Closing; provided, that Pro-Fac shall be liable under clauses (iii) of this subsection to set off and apply all amounts paid by the Loan Parties through (iii) above only to the Administrative Agent extent that such losses, claims, liabilities, expenses and other damages exceed the Income Tax Reserve. Pro-Fac shall reimburse Buyer for any Income Taxes of the account Company or its Subsidiaries which are the responsibility of Pro-Fac pursuant to this Section 9.1 within fifteen (15) business days after payment of such Lender Income Taxes by Buyer, the Company, or the L/C Issuer, as the case may be, during the period its Subsidiaries or any Affiliate of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly Buyer. The indemnities contained in this Article IX shall not be subject to the Administrative Agent as required by clause (ii) of this subsection. A certificatelimitations contained in Article X other than the monetary limitations contained in Section 10.1(d); provided, prepared in good faith as that such monetary limitations shall not apply to any damages attributable to the amount nondeductibility of any such payment or liability delivered net patronage income of Pro-Fac and the Company for their respective fiscal year ending June 29, 2002 utilized to calculate the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorPermitted Patronage Amount.

Tax Indemnification. Seller shall indemnify, defend, and hold harmless Purchaser from and against any and all Damages for: (i) Without limiting Taxes of or imposed on Seller; (ii) Transfer Taxes required to be paid by Seller pursuant to this Agreement; (iii) Taxes of or imposed upon the Acquired Entities with respect to any Pre-Closing Periods, and for any Straddle Periods but only with respect to the portion of such Straddle Period ending on the Closing Date and as determined in the manner provided in Section 6.7 of this Agreement; (iv) Taxes imposed on the Acquired Entities under Treasury Regulations Section 1.1502-6 (and corresponding provisions of subsection (astate, local, or foreign Law) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of having been a member of any federal, state, local or foreign consolidated, unitary, combined or similar group for any taxable period ending on or before, or that includes, the gross negligence Closing Date, or willful misconduct as a transferee or successor, pursuant to any Tax Indemnification Agreement, or similar contract or arrangement, or otherwise; (v) any breach by Seller of any of the Administrative Agent, Lender covenants and obligations contained in Section 6.7 of this Agreement; (vi) the breach or L/C Issuer, inaccuracy of the representations and warranties set forth in Section 3.14 of this Agreement and (vii) Taxes imposed on or related or attributable to the Excluded Assets or the transfer of the Excluded Assets as determined contemplated by a final and nonappealable judgment Section 2.1. All amounts payable or to be paid under this Section 6.8 shall be paid in immediately available funds within five (5) Business Days after the receipt of a court of competent jurisdictionwritten request from the indemnified party entitled to such payment. The Loan Parties shall also, parties hereto agree to treat any payment made pursuant to this Section 6.8 and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly Article IX as an adjustment to the Administrative Agent Purchase Price for all Tax purposes, except as required by clause (ii) under applicable Law. In no event shall the indemnities provided for in this Section 6.8 be subject to the provisions of Article IX of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorAgreement.

Tax Indemnification. 14.01 In addition to any indemnification obligations arising under Section 16 hereof, Seller hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Agreement, to indemnify, defend and hold Buyer and its affiliates (including, without limitation, each of the Subject Entities) and their respective officers, directors, agents and employees (the "Seller Indemnitees") harmless from and against any damages (including, without limitation, extraordinary or punitive damages), deficiencies, costs, liabilities, claims or expenses, including, without limitation, interest, penalties and reasonable attorneys' fees (individually a "Loss" and collectively the "Losses"), that any of the Seller Indemnitees shall incur or suffer, regardless of whether Buyer had knowledge of such Loss or Losses at the time of the Closing, resulting from or relating to any and all liability for Taxes (i) Without limiting of the provisions of subsection (a) Subject Entities related to any taxable period ending on or (b) above, prior to the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender Closing Date and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for portion ending on the full amount Closing Date of any Indemnified taxable period that includes (but does not end on) such day ("Pre-Closing Tax Period") and (ii) resulting from the Elections contemplated by Section 7.09 of this Agreement. Notwithstanding the foregoing, Seller shall not indemnify any Seller Indemnitee from any liability for Taxes or Other Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including Indemnified Taxes any of the Subject Entities), or Other Taxes imposed any transferee of Buyer or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent any of its affiliates (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as action expressly required by clause applicable law or by this Agreement) (iia "Buyer Tax Act") or attributable to a breach by Buyer of its obligations under this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as Agreement. In the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to taxable period that includes (but does not end on) the Borrower by Closing Date (a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error."Straddle Period"):

Tax Indemnification. (a) The Seller Indemnifying Party shall be liable for, and shall indemnify and hold Buyer and the other Indemnified Parties harmless from, (i) Without limiting all Taxes, including Seller Straddle Period Taxes (as defined below), of the provisions Seller or the Acquired Companies, or relating to either of subsection (a) or (b) above, the Loan Parties shallAcquired Company’s operations, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount attributable to any taxable period or portion of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted a period that ends on or attributable to amounts payable under this Section) withheld or deducted by before the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative AgentClosing Date, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) all sales or use or transfer or transactional Taxes attributable to Seller’s sale of this subsection; provided that prior to making the Interests of the Acquired Companies, and (iii) any such demand Taxes imposed on the Loan Parties the Administrative Agent agrees to exercise its right Seller by reason of income or gain recognition of Seller pursuant to clause the Seller’s sale of the Interests of the Acquired Companies. The Seller Indemnifying Party shall be responsible for reimbursing Buyer for such Taxes within 10 days of receipt of notice from Buyer of the amount of such Taxes. For purposes hereof, Taxes with respect to any taxable period that includes (iibut does not end on) of this subsection to set off and apply all amounts paid by the Loan Parties Closing Date (a “Straddle Period”) shall be apportioned to the Administrative Agent for period ending on or before the account Closing Date (the “Pre-Closing Period”) as follows: (i) the portion of such Lender or the L/C Issuerany real, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause personal and intangible property Taxes (ii“Property Taxes”) of this subsection. A certificate, prepared in good faith as equal to the amount of any such payment or liability delivered to Property Taxes for the Borrower entire Straddle Period multiplied by a Lender or fraction, the L/C Issuer numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of days in the Straddle Period; and (with a copy to ii) any Taxes other than Property Taxes computed as if such Straddle Period ended on the Administrative AgentClosing Date (the “Seller Straddle Period Taxes”), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. Except to the extent paid or deposited prior to the Closing or treated as a liability in the calculation of Closing Working Capital, the Warrantors shall indemnify the Companies, Beneficiary, and each Beneficiary Indemnitee and hold them harmless from and against (ia) Without limiting any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Companies or relating to the business of the Companies for all Pre-Closing Tax Periods; (d) all Taxes of any other member of an affiliated, consolidated, combined or unitary group of which the Companies (or any predecessor of the Companies) is or was a member on or prior to the Closing Date by reason of the Companies’ being a member of such group, other than Beneficiary or its Affiliates; and (e) any and all Taxes of any person imposed on the Companies arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, it being specified that provisions of Section 9.05 hereafter shall apply in connection with such Tax Indemnification provisions. In each of the above cases, together with any incremental out-of-pocket fees and expenses (including reasonable attorneys' and accountants' fees) to the extent incurred in connection therewith. Subject to the provisions of subsection (a) or (b) aboveSection 9.05 hereafter, the Loan Parties shallWarrantors shall reimburse Beneficiary for any Taxes of the Companies that are the responsibility of the Warrantors or the Companies pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Beneficiary or the Companies. The Warrantors may, and do hereby indemnify at their option, satisfy such reimbursement obligation by surrender of Beneficiary Shares valued at the Administrative AgentApplicable Trading Price determined in accordance with Section 2.02(a)(iii). Beneficiary shall promptly deliver to Contributors, each Lender and pro rata in accordance with their respective former holdings of Shares, additional Beneficiary Shares (valued at the L/C IssuerApplicable Trading Price) having an aggregate value equal to thirty-four percent (34%) of any net Tax loss attributable to any Straddle Period. Notwithstanding anything to the contrary in this Section 7.03, and under no circumstances shall make payment Warrantors have any indemnification or other obligation to Beneficiary in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified additional or increased Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable related Liabilities to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts extent arising as a result of the gross negligence any tax election made or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid rescinded by the Loan Parties to Companies or Beneficiary at or after the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorClosing.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Buyer hereby agrees to indemnify and hold Seller and each partner of Seller (each, a "Tax-Indemnified Party") harmless on an After-Tax Basis from and against any and all taxes, fees, duties, impost, levies or charges of whatsoever nature (bother than taxes of general applicability based on income) aboveimposed by the State of Maine or any political subdivision thereof or any taxing authority of such State or political subdivision and all interest, the Loan Parties shallpenalties or similar liabilities with respect thereto (any such amounts, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount "Taxes") solely as a result of any Indemnified Taxes payment made or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted be made by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party Buyer to Seller pursuant to Section 3.01(a)) this Agreement or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence purchase and sale of Seller's right, title and interest in and to the Power Purchase Agreement as contemplated by this Agreement but only to the extent such Taxes are imposed as a result of a Change in Law after the date of this Agreement. Buyer agrees to pay (or willful misconduct reimburse such Tax- Indemnified Party for payment of) any and all Taxes within 45 days of the Administrative Agentdate on which such Tax-Indemnified Party delivers to Buyer the documentation required by the immediately succeeding paragraph. Each Tax-Indemnified Party will (i) notify Buyer in writing within five business days of such Tax-Indemnified Party's receipt of an assessment, Lender notice or L/C Issuer, as determined by request for payment of any such Tax from a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsotaxing authority, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) supply to Buyer not less than twenty business days in advance of the due date therefor calculations, documentation and forms of returns (or, at the option of such Indemnified Party, pertinent portions of or excerpts from such returns) demonstrating the nature, amount and calculation of any Tax which such Tax-Indemnified Party believes Buyer is obligated to pay pursuant to this Section. In no event will Buyer be obligated to pay interest, penalties or late charges due as a result of a Tax-Indemnified Party's failure to file returns or make Tax payments within the time periods required by law unless such failure is the result of the action or inaction of Buyer. Failure of a Tax-Indemnified Party to provide any notice or other item to Buyer as described in this paragraph by the time specified in this or the immediately succeeding paragraph shall not, however, affect such Tax-Indemnified Party's right to indemnification as provided in the first paragraph of this subsection; Section 6.4(a). Each Tax-Indemnified Party will promptly notify Buyer of any event which such Tax-Indemnified Party believes constitutes or may constitute a Change of Law promptly after becoming aware thereof. Buyer may, at its option, require such Tax-Indemnified Party, with funds provided that prior by Buyer, to making make any payment of Tax pursuant to this Section under protest and may at Buyer's sole expense contest the assessment or calculation of such Tax before the relevant taxing authority. Each Tax-Indemnified Party agrees to Buyer exercising direction and control of any such demand on protest and any related proceeding, and will provide reasonable cooperation at Buyer's request and sole expense in the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause conduct thereof. (b) For purposes of Section 6.4(a) above, (i) "Change in Law" shall mean any finally adopted change in law, rule or regulation, or official published interpretation thereof in each instance, and (ii) "After-Tax Basis" shall mean on a basis such that any payment required to be paid on such basis shall, if necessary, be supplemented by a further payment so that the sum of the two payments, after deduction of all taxes, penalties, fines, interest and other charges resulting from the receipt (actual or constructive) of such payments imposed by or under any Federal, state or local governmental authority in the United States or subdivision or any taxing authority of any thereof (assuming for this subsection to set off and apply all amounts paid by purpose that each Tax-Indemnified Party is a tax- paying entity in the Loan Parties State of Maine subject to the Administrative Agent for the maximum applicable corporate income tax rates then in effect), and after taking into account all related tax savings (whether by deduction, credit or otherwise) actually realized as a result of such Lender payments or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender event or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuercircumstance giving rise thereto, shall be conclusive absent manifest error.equal to the payment so required. (c) Each Tax-Indemnified Party agrees not to actively support the adoption of any Change in Law to which the indemnification contained in this Section 6.4 would apply and further agrees that none of its affiliates shall do so. In addition, each partner of Seller agrees that at the request and at the expense of Buyer it will use reasonable efforts to assist in any challenge to any such Change in Law. 6.5

Tax Indemnification. Except to the extent treated as a liability in the calculation of Final Closing Working Capital and except to the extent attributable to Tax periods (ior portions thereof) Without limiting the provisions of subsection prior to April 1, 2014, PCF shall indemnify Parent and each Parent Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.19; (b) aboveany Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIII; (c) all Taxes of the Loan Parties shall, Company and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, its Subsidiaries for the full amount any Pre-Closing Tax Period; (d) all Taxes of any Indemnified Taxes member of an affiliated, consolidated, combined or Other Taxes unitary group of which the Company (including Indemnified Taxes or Other Taxes imposed any predecessor of the Company) is or asserted was a member after March 31, 2014 and on or attributable prior to amounts payable the Closing Date by reason of a liability under this SectionTreasury Regulation Section 1.1502-6 or any comparable or similar provisions of applicable Law; and (e) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication any and all Taxes of any gross-up amount paid person imposed on the Company arising under the principles of transferee or successor liability or by a Loan Party contract, relating to an event or transaction occurring after March 31, 2014 and before the Closing Date. PCF shall reimburse Parent for any Taxes of the Company that are the responsibility of PCF pursuant to this Section 3.01(a)8.03 within fifteen (15) Business Days after PCF agrees in writing to pay such Tax or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as are determined by a final and nonappealable judgment non-appealable order of a court of competent jurisdictionpursuant to Section 12.10 to be payable by PCF pursuant to this Section 8.03. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly Notwithstanding anything to the Administrative Agent as required by clause contrary in this Agreement, the Parent Indemnitees shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes (i) are attributable to Tax periods (or portions thereof) beginning after the Closing Date, (ii) are due to the unavailability in any Tax period (or portion thereof) beginning after the Closing Date of this subsection; provided that any net operating losses, credit or other Tax attributes from a Tax period (or portion thereof) ending on or prior to making the Closing Date, (iii) result from transactions or action taken by Parent or any such demand on the Loan Parties the Administrative Agent agrees to exercise of its right pursuant to clause Affiliates (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent including, for the account avoidance of such Lender or doubt, the L/C Issuer, as Company and its Subsidiaries) after the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required Closing that are not contemplated by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent)Agreement, or by the Administrative Agent on its own behalf or on behalf of (iv) do not arise from a Lender or the L/C Issuer, shall be conclusive absent manifest errorTax Claim.

Tax Indemnification. (a) The Company Stockholders shall be responsible for, and shall indemnify on an after-tax basis, and hold harmless Parent for, out of the Escrow Account and without duplication, any Losses, except to the extent such Losses have been taken into account in calculating the Company’s Tangible Book Value or are addressed by Article XIV (whether or not any payment is made pursuant to Article XIV with respect thereto), attributable to (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed on the Company or asserted on any of its Subsidiaries (x) relating or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any grossPre-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative AgentClosing Period and, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect theretoto any Straddle Period, whether the portion of such Straddle Period deemed to end on and include the Closing Date, (y) relating or not attributable to the income, operations or assets of the Company or any of its Subsidiaries for any Pre-Closing Period and, with respect to any Straddle Period, the portion of such Indemnified Straddle Period deemed to end on and include the Closing Date and/or (z) relating or attributable to any MarCap Property Taxes; (ii) Taxes imposed on the Company or Other Taxes were correctly any of its Subsidiaries under Section 1.1502-6 of the Treasury Regulations (or legally imposed any corresponding or asserted by the relevant Governmental Authoritysimilar provision state, other than any such amounts arising local, or foreign Law or regulation) as a result of the gross negligence being a member or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment successor of a court member of competent jurisdiction. The Loan Parties shall alsoany consolidated, and do herebyunitary, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, combined or similar group for any amount Pre-Closing Period or period that includes the Closing Date; (iii) Taxes of any Person imposed on the Company or any of its Subsidiaries or any other liability imposed under any Tax sharing, Tax indemnity, Tax allocation or similar agreements (whether or not written) under or to which the Company or any of its Subsidiaries was obligated, or was a Lender party, on or the L/C Issuer for any reason fails to pay indefeasibly prior to the Administrative Agent as required by clause Closing Date; and (iiiv) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount breach of any such payment representation or liability delivered to the Borrower by a Lender warranty contained in Section 4.13 or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorany covenant contained in this Article XIII.

Tax Indemnification. (i) Without limiting The Seller shall indemnify and hold the provisions of subsection Purchaser harmless against any (a) Taxes imposed on any of the Companies with respect to any taxable period (or portion thereof) ending on or before the Closing Date (each, a “Pre-Closing Tax Period”) (not including Transfer Taxes allocated as provided in Section 10.3); (b) aboveall Taxes resulting from the Conversion; and (c) income, franchise or other similar Taxes imposed on any of the Companies as a member of an “affiliated group” (within the meaning of Section 1504(a) of the Code) that arise under Treasury Regulation § 1.1502-6(a) or any comparable provision of applicable state, local or non-U.S. Tax law. Notwithstanding anything to the contrary and for the avoidance of doubt, except to the extent of any breach of any representation or warranty by the Seller in Section 3.9, the Loan Parties shall, and do hereby Seller shall not be liable to indemnify the Administrative AgentPurchaser with respect to claims relating to the amount, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount value or condition of any Indemnified Tax asset or attribute of the Companies, or the ability of Purchaser to utilize such Tax assets or attributes following the Closing or for any liabilities for Taxes included in the calculation of Closing Working Capital. In the case of any taxable period that includes but does not end on the Closing Date (each, a “Straddle Period”), the Taxes imposed upon the Companies allocable to the Pre-Closing Tax Period shall be computed on an interim closing of the books basis as if such taxable period ended on and included the Closing Date; provided, however, that exemptions, allowances or Other Taxes deductions that are calculated on an annual basis (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(adepreciation and amortization deductions)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of with respect to property placed in service after the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsoClosing, and do hereby, indemnify Taxes imposed on a periodic basis (such as property Taxes) shall be allocated between the Administrative Agent, period ending on and shall make payment including the Closing Date and the period after the Closing Date in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly proportion to the Administrative Agent as required by clause (ii) number of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest erroreach period.

Tax Indemnification. Sellers shall indemnify, defend and hold harmless Purchaser and its Affiliates (i) Without limiting the provisions of subsection (a) or (b) aboveincluding, after Closing, the Loan Parties shall, Companies) from and do hereby indemnify the Administrative Agent, each Lender against any and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount all Losses that Purchaser or any of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case its Affiliates may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising suffer as a result of the gross negligence or willful misconduct any liability of any of the Administrative Agent, Lender or L/C Issuer, as determined by a final Companies for (i) any unpaid Taxes of the Companies with respect to Tax periods ending before the Closing Date and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) any unpaid Taxes of this subsection; provided that prior the Companies and any unpaid Taxes with respect to making the Purchased Assets with respect to any Tax period beginning before and ending after the Closing Date (a “Straddle Period”) to the extent allocable (as determined in Section 9.1(b)) to the portion of such demand period ending before the Closing Date (the “Pre-Closing Tax Period”), except to the extent such Taxes are reflected on the Loan Parties Post Closing Equity Schedule. In the Administrative Agent agrees event Sellers are required to exercise its right pursuant to clause (iimake a payment under this Section 9.1(a) as a result of this subsection to set off an adjustment made by a taxing authority, and apply all amounts paid by such adjustment results in a decrease in the Loan Parties Tax liability of the Companies, Purchaser or any Affiliate of Purchaser with respect to the Administrative Agent Companies for any Tax period beginning after the Closing Date or for the account portion of such Lender or any Straddle Period beginning after the L/C IssuerClosing Date, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails then Purchaser shall pay to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to Sellers the amount of any such payment or reduction in Tax liability delivered when such reduction is actually realized. The Losses with respect to the Borrower by a Lender or the L/C Issuer (with a copy which Purchaser and its Affiliates may be entitled to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorindemnification pursuant to this Section 9.1 are sometimes referred to hereinafter as “Tax Losses.”

Tax Indemnification. Sellers shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and against (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender Companies for all Pre-Closing Tax Periods and the L/C Issuerportion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, and shall make payment in respect thereof within thirty days after demand thereforwhich, for this purpose, shall include items that would be Tax Incentives but for the full amount fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Indemnified Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or Other Taxes transaction occurring on or before the Closing; (including Indemnified Taxes or Other iv) any and all Taxes imposed on any Company or asserted on any Seller (or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties Acquiror as a method of collecting Taxes of any Company or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant Seller) arising or deemed to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising have arisen as a result of the gross negligence or willful misconduct Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the Administrative Agentsale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, Lender but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or L/C Issuerincreased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as determined by a final and nonappealable judgment result of a court or in connection with (X) the issue or transfer on or before the Closing Date of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment securities or an interest in respect thereof within ten days after demand therefor, for securities to (i) any amount which a Lender employee or the L/C Issuer for director of any reason fails to pay indefeasibly to the Administrative Agent as required by clause Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this subsection; provided that Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to making any such demand on expiration, a notice alleging the Loan Parties facts giving rise to the Administrative Agent agrees to exercise its right indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to clause this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (iix) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this subsection to set off and apply all amounts paid by the Loan Parties Section 7.2(a) shall not be subject to the Administrative Agent for limitations set forth in Section 10.4 (other than the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (iilimitations set forth in Section 10.4(a)(v) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agentand Sections 10.4(b), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer(c) (as applicable), shall be conclusive absent manifest error(d), (e) and (j)).

Tax Indemnification. (a) After the Closing, the Sellers’ Representative, on behalf of each Seller, shall indemnify, defend and hold harmless, without duplication, the Purchasers’ Indemnified Parties from and against: (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed on any of the Target Companies by reason of being a member of an affiliated, consolidated, unitary, or asserted combined group for a taxable period ending on or attributable to amounts payable before the Closing Date, or as a transferee or successor under this Section) withheld any Tax allocation, sharing or deducted assumption agreement or by the Loan Parties or the Administrative Agent (without duplication operation of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or Law with respect theretoto such period, whether or not such Indemnified (ii) any Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than on any such amounts arising as a result of the gross negligence Target Companies, or willful misconduct for which any of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand thereforTarget Companies may otherwise be liable, for any taxable period ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (iii) any Taxes or Losses imposed on or incurred by the Purchasers’ Representative or any member of the Purchasers’ Group or any of the Target Companies arising out of or resulting from (A) any inaccuracy in or breach of any representation or warranty under Section 3.9 (Taxes) (in each case determined as to occurrence and amount which a Lender without regard to any materiality, material adverse effect or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; similar qualifiers), provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of such Taxes or Losses resulting from such inaccuracy or breach are in excess of USD 75,000, or (B) any such payment breach or liability delivered to non-performance of any covenant or agreement in Section 5.1(a)(xi) (Conduct of the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative AgentTarget Business), or in this Article VII (Tax Matters), (iv) any Taxes resulting from or relating to the Pre-Closing Reorganization Transactions or any other restructuring simultaneous with or prior to the Closing Date involving any of the Target Companies, and (v) Sellers’ portion of any Transfer Taxes as determined in Section 7.1 (Transfer Taxes). Notwithstanding anything to the contrary contained in this Agreement, the Sellers’ Representative shall have no indemnification obligation under this Section 7.6 (Tax Indemnification) to the extent any Tax or Loss giving rise to such indemnification obligation would not have arisen but for any amendment of any Tax Return or change in any Tax election or Tax method of accounting of the Target Companies by any member of the Administrative Agent on its own behalf or on behalf of a Lender or Purchasers’ Group after the L/C Issuer, shall be conclusive absent manifest errorClosing.

Tax Indemnification. (i) Without limiting the provisions of subsection Sellers, jointly and severally, agree to indemnify any Buyer Indemnitee for, and to hold such Buyer Indemnitee harmless from and against: (a) any Losses of such Buyer Indemnitee attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (b) aboveany Losses of such Buyer Indemnitee attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; and (c) all Pre-Closing Taxes (including, without limitation, all Pre-Closing Taxes related to the NJ Tax Matter or issues arising under or out of the NJ Tax Matter); provided, however, that no Buyer Indemnitee shall be entitled to indemnification under this Section 6.03 for any Losses or Taxes that were a deduction from Working Capital set forth in Section 2.03; provided, further, that any amount payable under this Section 6.03 by Sellers shall be reduced by an amount equal to any Tax benefit realized by such Buyer Indemnitee arising from or related to the incurrence or payment of such Losses or Taxes, and increased by any Tax detriment associated with the receipt, or right to receive indemnification hereunder; and to the extent the Buyer Indemnitee recognizes a Tax benefit in a year after the receipt of the indemnification payment pursuant to this Section 6.03, the Loan Parties shall, and do hereby indemnify Buyer Indemnitee shall pay the Administrative Agent, each Lender and amount of such Tax benefit to the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for Indemnifying Party as such Tax benefits are recognized by the full Buyer Indemnitee. The amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid “Tax benefit” recognized by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or Buyer Indemnitee with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties to each Tax year shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to be the amount of the relevant deduction, expense, loss, or similar Tax item that accrues to a Buyer Indemnitee for the applicable Tax year multiplied by the effective tax rate of the Buyer Indemnitee for such Tax year. Notwithstanding anything in this Article VI, neither a Buyer Indemnitee nor its successors or assigns shall have any right or entitlement to indemnification for any Losses or Taxes to the extent that such Buyer Indemnitee or its successors and assigns had already recovered for the Losses or Taxes with respect to the same matter pursuant to any other provision of this Agreement, and such Buyer Indemnitee shall be deemed to have waived and released any claims for such Losses or Taxes and shall not be entitled to assert any such payment claim for indemnification for such Losses or liability delivered Taxes. Sellers shall reimburse Buyer for any Taxes of any of the Acquired Companies or relating to the Borrower Business or any of the Assets that are the responsibility of Sellers pursuant to this Section 6.03 within ten Business Days after payment of such Taxes by a Lender Buyer or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorAcquired Companies.

Tax Indemnification. (i) Without limiting Notwithstanding any provision of this Agreement to the provisions of subsection (a) or (b) abovecontrary, the Loan Parties shall, Shareholders shall be jointly and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuerseverally liable, and shall make payment in respect thereof within thirty days after demand thereforpay, for the full amount of any Indemnified Taxes or Other Taxes indemnify, and hold harmless (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted any Tax owed by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Purchaser as a result of this indemnification payment) Purchaser and the gross negligence or willful misconduct Company for (i) except to the extent reserved for on the Closing Date Balance Sheet, all liability for Taxes of the Administrative Agent, Lender or L/C Issuer, Company (including Taxes owed by Purchaser as determined by a final and nonappealable judgment result of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand thereforsuch indemnification payment), for any amount which a Lender all periods or the L/C Issuer for any reason fails portions thereof ending on or prior to pay indefeasibly to the Administrative Agent as required by clause April 15, 1999; (ii) except to the extent reserved for on the Closing Date Balance Sheet, all liability for Taxes of any affiliated, consolidated, unitary or combined group or any member thereof, which affiliated, consolidated, unitary or combined group includes or has included the Company for any period or portion thereof that ends prior to or that includes the date of this subsectionAgreement, which liability is assessed against the Company by reason of the Company being liable for all or part of the Taxes of any such affiliated, consolidated, unitary or combined group or any member thereof; provided that and (iii) all liability for Taxes of the Company for all taxable periods beginning before April 15, 1999 and ending after such date but only with respect to the portion of such period ending on April 15, 1999. Any Taxes under (iii) for a period commencing prior to making any such demand but ending after April 15, 1999 will be apportioned, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, on the Loan Parties basis of the Administrative Agent actual activities, taxable income or taxable loss of the Company during the periods before and after April 15, 1999, based upon a closing of the books and determined as if such period ended with respect to the Shareholders on April 15, 1999 and commenced with respect to the Purchaser on April 16, 1999. The Purchaser agrees to exercise its right indemnify the Shareholders for any additional Tax owed by the Shareholders (including Tax owed by the Shareholders due to this indemnification payment) resulting from any transaction initiated by Purchaser and not in the ordinary course of business occurring on the date of this Agreement. The Purchaser and the Shareholders agree to report all transactions initiated by the Purchaser and not in the ordinary course of business occurring on the date of this Agreement on the Purchaser's federal income Tax Return to the extent permitted by ss. 1.1502-76(b)(1)(ii)(B) of the Treasury Regulations promulgated pursuant to clause the Code. Any refund of Taxes received, or reduction of Taxes realized by Shareholders, or any Affiliate of Shareholders, that is directly attributable to Taxes paid or losses or credits generated by the Company with respect to any period or portion thereof ending after April 15, 1999 is to be paid to Purchaser within thirty (ii30) days after the receipt or credit thereof. Shareholders shall comply with Purchaser's requests in obtaining such refunds, including, but not limited to, the filing of this subsection amended returns and claims for refund. Any refund of Taxes received by Purchaser, or any Affiliate of Purchaser, that is directly attributable to set off and apply all amounts Taxes paid by the Loan Parties Company with respect to any period or portion thereof ending on or before April 15, 1999 is to be paid to Shareholders within thirty (30) days after the Administrative Agent receipt or credit thereof. Purchaser shall comply with Shareholders' requests in obtaining such refunds, including, but not limited to, the filing of amended returns and claims for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorrefund.

Tax Indemnification. The Parent Indemnified Persons, from and after the Closing, shall be entitled to indemnification from the Company Stockholders (on a joint and several basis) against, and the Parent Indemnified Persons shall be entitled to be held harmless from and against, any Losses suffered by such Parent Indemnified Persons resulting from, arising out of, relating to, or caused by (i) Without limiting all Taxes incurred by the provisions Company (A) for any Tax year or Tax period ending on or before the Closing Date, and (B) in the case of subsection a Straddle Period, to the extent apportioned to the Pre-Closing Period under Section 5.3(a) and (aii) any Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, if the Taxes relate to an event or transaction occurring during a Pre-Closing Period; provided, however, that the indemnification obligation of the Company Stockholders shall (x) only be applicable to the extent Losses attributable to clauses (i) and (ii) above exceed the amount, if any, accounted for in the Estimated Closing Statement and taken into account in determining the Post-Closing Adjustment in Section 2.10, and (y) not apply with respect to (A) any transactions occurring on the Closing Date, but after the Closing, outside the Ordinary Course of Business (unless explicitly contemplated by this Agreement) or (bB) aboveLosses arising from a breach by Parent of Section 5.3(i). From and after the Closing Date, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C IssuerParent shall be responsible for, and shall make payment in respect thereof within thirty days after demand thereforhold the Stockholder Indemnified Persons harmless from and against, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed on the Company (i) for any Tax year or asserted on or attributable Tax period beginning after the Closing Date (other than a Straddle Period) and (ii) in the case of a Straddle Period, to amounts payable under this Section) withheld or deducted by the Loan Parties or extent apportioned to the Administrative Agent (without duplication of any grossPost-up amount paid by a Loan Party Closing Period pursuant to Section 3.01(a5.3(a); provided, however, that Parent shall not be responsible for, or required to hold the Stockholder Indemnified Persons harmless from and against, any Taxes for which any Company Stockholder is responsible under this Agreement (including pursuant to the other parts of this Section 5.3(b). The indemnification obligations contained in this Section 5.3(b) or paid by shall survive the Administrative AgentClosing and shall continue in full force and effect until thirty (30) days after the applicable statute of limitations, such Lender or the L/C Issuergiving effect to any extensions thereof, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or has expired with respect thereto, whether or not to each such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorTax.

Tax Indemnification. The Stockholder shall indemnify the Company, its Subsidiaries, the Purchaser and each affiliate of the Purchaser and hold them harmless from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (abut does not end on) the Closing Date ("Pre-Closing Tax Period"), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (bor any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, the Loan Parties shallStockholder shall be liable only to the extent that such Taxes exceed the amount, and do hereby indemnify the Administrative Agentif any, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, reserved for the full amount of any Indemnified Taxes or Other such Taxes (including Indemnified excluding any reserve for deferred Taxes or Other Taxes imposed or asserted established to reflect timing differences between book and Tax income) on or attributable the face of the Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the adjustment to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party purchase price pursuant to Section 3.01(a)4.7. The Stockholder shall reimburse the Purchaser for any Taxes of the Company or its Subsidiaries that are the responsibility of the Stockholder pursuant to this Section 4.8 within fifteen (15) or paid business days after payment of such Taxes by the Administrative AgentPurchaser, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent)Company, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorSubsidiaries.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) Without limiting any liability for Taxes of the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom Company or with respect thereto, whether to the assets or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result activities of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, Company for any amount which a Lender taxable year or period that ends on or before the L/C Issuer for Closing Date and, with respect to any reason fails Straddle Period, the portion of such Straddle Period deemed to pay indefeasibly to end on and include the Administrative Agent as required by clause Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this subsection; provided Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to making any the Closing Date, unless such demand elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Loan Parties Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the Administrative Agent agrees to exercise its right pursuant to clause procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (iiexcept that clauses (iii) and (iv) of this subsection Section 9.4(b) shall not apply). With respect to set off and apply all amounts paid by any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Loan Parties to the Administrative Agent Tax liability for the account portion of such Lender the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agentdelayed unreasonably), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. (a) Seller shall indemnify, defend and hold Buyer and its Affiliates (including after the Closing, the Transferred Subsidiaries) harmless from and against any liability for, without duplication, (i) Without limiting the provisions of subsection (a) Taxes imposed on or (b) abovewith respect to any Transferred Subsidiary, the Loan Parties shall, and do hereby indemnify Devices & Services Business or any of the Administrative Agent, each Lender Purchased Assets for any Pre-Closing Tax Period and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount portion of any Indemnified Taxes or Other Taxes Straddle Period ending on the Closing Date (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party as determined pursuant to Section 3.01(a8.3(c)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom (ii) Taxes imposed on or with respect theretoto any Transferred Subsidiary as a result of the membership of such Transferred Subsidiary in an affiliated, whether consolidated, combined, unitary, or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by similar group with respect to any affiliation in existence at any time prior to the relevant Governmental Authority, Closing (other than with respect to another Transferred Subsidiary); (iii) Taxes imposed on any Transferred Subsidiary as transferee or successor, by Contract or otherwise as a result of a relationship or contractual arrangement entered into or in existence prior to the Closing, except to the extent that the liability for such amounts Taxes is to another Transferred Subsidiary or to the Buyer or its Affiliates; (iv) Taxes imposed with respect to any Excluded Assets; (v) Seller’s share of any Transfer Taxes; (vi) Taxes (other than Transfer Taxes) imposed with respect to the Internal Restructuring (or any deviations therefrom); (vii) Taxes (other than Transfer Taxes) arising as a result of the gross negligence or willful misconduct sale of any of the Administrative AgentTransferred Subsidiaries, Lender the Devices & Services Business or L/C Issuer, as determined by a final any of the Purchased Assets pursuant to this Agreement; and nonappealable judgment (viii) any Losses incurred in connection with items specified in clauses (i) through (vii) of a court of competent jurisdictionthis Section 8.3(a). The Loan Parties obligations of Seller pursuant to this Section 8.3(a) shall also, survive until the later of (i) the expiration of the applicable statute of limitations (giving effect to any valid extensions) plus 30 days and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) the final resolution of this subsection; provided that prior to making any such demand on applicable Tax Claim. Notwithstanding the Loan Parties the Administrative Agent agrees to exercise its right foregoing, no indemnification shall be required pursuant to clause this Section 8.3(a) with respect to (i) a Tax to the extent that such Tax was taken into account in calculating Net Working Capital, and (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by when taken into account, such Tax reduced the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorPurchase Price pursuant to Section 2.10(h).

Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C IssuerSeller shall be liable for, and shall make payment in respect thereof within thirty days after demand thereforindemnify, for defend, and hold the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Purchaser Parties harmless against all Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom Company or with respect theretoto the Acquired Business for all taxable periods (or portions thereof) ending on or prior to the Closing Date, whether except to the extent such Taxes are Permitted Liabilities. (ii) Purchaser and the Company shall be liable for, and shall indemnify, defend, and hold the Seller Parties harmless against all Taxes imposed on the Company or not such Indemnified with respect to the Acquired Business for all taxable periods (or portions thereof) ending after to the Closing Date and for any Taxes that are Permitted Liabilities. (iii) For purposes of Section 6.1(a) and this Section 6.1(c), the portion of any Taxes that are payable with respect to a taxable period beginning on or Other prior to the Closing Date and ending after the Closing Date (a “Straddle Period”) that shall be allocated to Seller is: (A)in the case of Taxes were correctly that are either (1) based upon or legally related to income or receipts or (2) imposed in connection with any sale or asserted by the relevant Governmental Authorityother transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; and (B)in the case of Taxes imposed on a periodic basis with respect to the assets or otherwise measured by the level of any item, shall be the product of (1) the amount of such amounts arising Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), and (2) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 6.1(c)(iii) taking into account the type of the Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 6.1(c)(iii) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (iv) Seller shall be entitled to any credit or refund of Taxes of the Company for any taxable period (or portion thereof) ending on or prior to the Closing Date, net of any Taxes borne by Purchaser or the Company as a result of its receipt of such credit or refund. (v) For the gross negligence or willful misconduct avoidance of doubt, the Administrative Agentrules and procedures of Article V above shall apply to the indemnification covenants set forth in this Section 6.1. Membership Interest Purchase Agreement Page 36 of 71 Xxxxx Xxxxxxx, Lender or L/C IssuerSingular Payments, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsoLLC, and do herebyPayment Data Systems, indemnify Inc. (d) Certain Taxes. Seller shall bear and pay 100% of all transfer Taxes incurred in connection with this Agreement. Purchaser and Seller will cooperate in the Administrative Agent, preparation and shall make payment in filing of all necessary Tax Returns with respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any all such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errortransfer Taxes.

Tax Indemnification. (a) The Company Stockholders hereby agree to indemnify and hold harmless the Parent Indemnitees from and against any Losses relating to: (i) Without limiting Taxes imposed on or payable by the provisions Company and any of subsection (a) or (b) aboveits Subsidiaries with respect to any Pre-Closing Tax Period, including the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount portion of any Indemnified Straddle Period ending on the Closing Date as determined in Section 8.3; (ii) Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, Company and any penaltiesof its Subsidiaries under Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any corresponding or similar provision under state, interest and reasonable expenses arising therefrom local or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising foreign Law) as a result of membership in an affiliated, consolidated, combined or unitary group on or before the gross negligence Closing Date; (iii) Taxes relating to the failure of any representation or willful misconduct warranty contained in this Agreement or any certificate delivered pursuant hereto with respect to Taxes to be true, correct and complete in all respects or the failure of the Administrative Agent, Lender or L/C Issuer, Company Stockholders to perform any covenant contained in this Agreement relating to Taxes; (iv) Transfer Taxes as determined by a final in Section 8.1; and nonappealable judgment (v) legal and accounting fees and expenses attributable to any item in the foregoing clauses (together, the “Excluded Taxes”); provided that the Company Stockholders shall be liable only to the extent that such Taxes are in excess of a court the amount, if any, reserved for such Taxes (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of competent jurisdiction. The Loan Parties shall alsothe balance sheet of the Company included in the Unaudited Financial Statements (rather than in any notes thereto), and do herebythat the Company Stockholders’ indemnification obligations for Losses relating to Excluded Taxes shall be recovered (i) first, indemnify from the Administrative AgentEscrow Fund, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) second, as a condition to and in consideration for Parent’s payment of the Merger Consideration (as acknowledged by the Consenting Company Stockholders in their respective Stockholder Support Agreements and Joinders) and notwithstanding anything to the contrary set forth in this subsection; provided that prior Agreement, from the Consenting Company Stockholders directly, severally and not jointly, in accordance with each such Consenting Company Stockholder’s Indemnification Pro Rata Portion (with each Consenting Company Stockholder being solely responsible for its Indemnification Pro Rata Portion of such Loss). Notwithstanding anything to making any such demand the contrary in this Agreement (including this Section 8.4 or Article VII), (i) the Company Stockholders shall have no liability under this Agreement (including via the Escrow Agreement) with respect to (and Parent shall pay or cause to be paid) Taxes incurred as a result of actions outside the ordinary course taken on the Loan Parties Closing Date after the Administrative Agent agrees to exercise its right pursuant to clause Closing that are not contemplated by this Agreement or are taken without the consent of the Company Stockholders (or Stockholders’ Representative), and (ii) of this subsection to the limitations set off and forth in Section 7.6 shall not apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, indemnification obligations with respect to Excluded Taxes (as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of set forth in this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative AgentSection 8.4), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. Except to the extent that a Tax liability is accrued on the books of the Company and the Company Subsidiaries and taken into account in determining the Purchase Price pursuant to Section 2.3 hereof, each Seller shall jointly and severally indemnify the Company, the Company Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and against, any loss, claim, liability, expense, or other Damage attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection (a) any of the Company or (b) above, the Loan Parties shall, and do hereby indemnify Company Subsidiaries for all taxable periods ending on or before the Administrative Agent, each Lender Closing Date and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for portion through the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result end of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, Closing Date for any amount which a Lender or taxable period that includes (but does not end on) the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause Closing Date (“Pre-Closing Tax Period”); (ii) all Taxes arising out of this subsectiona breach of the representations, warranties or covenants contained in Section 3.23; provided that (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company or the Company Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to making the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any such demand analogous or similar state, local or foreign law or regulation; and (iv) any and all Taxes of any other Person (other than the Company or the Company Subsidiaries) imposed on the Loan Parties the Administrative Agent agrees to exercise its right Company or any Company Subsidiary as a transferee or successor, by Contract or pursuant to clause (ii) any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing. Sellers shall reimburse Buyer for any Taxes of the Company or any Company Subsidiary that are the responsibility of Sellers pursuant to this subsection Section 8.1 within ten Business Days of notice of payment of such Taxes from Buyer. Sellers’ obligations pursuant to set off and apply all amounts paid by the Loan Parties this Article 8 shall not be subject to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared limitations set forth in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorArticle 9.

Tax Indemnification. Sellers shall, jointly and severally, except as otherwise set forth in Section 3.24, indemnify the Company, Buyer, and each Buyer Indemnitee (ias defined in Section 8.01) Without limiting the provisions of subsection and hold them harmless from and against (a) any loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.19; (b) aboveany Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in this ARTICLE VI; (c) any Loss attributable to any and all Taxes of or imposed on the Company or relating to the business of the Company for all Tax periods ending on or prior to the Closing Date; (d) any Loss attributable to any and all Taxes of or imposed on the Company or relating to the business of the Company for the portion of any Straddle Period that ends on the Closing Date (determined in accordance with the principles of Section 6.02); (e) any Loss attributable to any and all Taxes of any member of an affiliated, consolidated, combined, unitary or similar group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (f) any Loss attributable to any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability, by contract or otherwise, relating to an event or transaction occurring before the Closing; (g) any Loss attributable to any and all payroll or similar Taxes for all Tax periods (or portions thereof) ending on or before the Closing Date that are deferred under Section 2302 of the CARES Act, the Loan Parties shallPresident’s Memorandum of August 8, 2020 Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, IRS Notice 2020-65 or IRS Notice 2021-11 (or, in each case, any analogous provision of applicable state, local or foreign Law) until after the Closing Date; (g) any and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified all Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party Buyer pursuant to Section 3.01(a)2.03. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) or paid incurred in connection therewith, Sellers shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers, individually, (but jointly and severally if the responsibility of the Company) pursuant to this Section 6.05 within ten business days after payment of such Taxes by the Administrative Agent, such Lender Buyer or the L/C IssuerCompany (collectively, as the case may beLosses relating to Taxes referred to in this Section 6.05, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent“Seller Taxes”), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. (i) Without limiting Seller shall indemnify, defend and hold Buyer and its Affiliates harmless from and against all liability for (A) Taxes imposed on the provisions Transferred Company, or for which the Transferred Company may otherwise be liable, as a result of subsection having been a member of an Affiliated Group (aincluding Taxes for which the Transferred Company may be liable pursuant to Treasury Regulations Section 1.1502-6 or 1.338(h)(10)-1(d)(2) and any Taxes resulting from the Transferred Company ceasing to be a member of any Affiliated Group), (B) Taxes imposed on the Transferred Company, or (b) above, for which the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand thereforTransferred Company may otherwise be liable, for the full amount of any Indemnified Taxes or Other Taxes Pre-Closing Tax Period (including Indemnified (x) any Taxes attributable, relating, or Other with respect, to any transfer, assignment and/or conveyance contemplated by Section 6.07 and (y) any Taxes imposed as a result of, or asserted on relating or attributable to, any obligation of the Transferred Company under any Tax allocation, Tax indemnity or Tax sharing agreement entered into prior to amounts payable under this Section) withheld the Principal Closing, or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence Transferred Company being a transferee or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by successor in a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly transaction occurring prior to the Administrative Agent as required Principal Closing), (C) Taxes that are Excluded Liabilities, (D) Taxes arising out of, attributable to, relating to, or resulting from, a breach by clause Seller or its Affiliates of any of its covenants or agreements in this Agreement, (iiE) any Taxes resulting from any action of this subsection; provided that Seller or any of its Affiliates (including prior to making the Principal Closing Date, the Transferred Company) that causes the Section 338(h)(10) Election to be invalid and (F) any such demand on the Loan Parties the Administrative Agent agrees to exercise its right Taxes described in Section 2.02(i); provided, however, that Seller’s indemnity obligation for Taxes pursuant to clause (iithis Section 7.08(d) of this subsection to set off and apply all amounts paid shall be reduced by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered refunds of Taxes with respect to Pre-Closing Tax Periods to the Borrower extent received after the Applicable Closing Date by a Lender Buyer or any of its Affiliates (including the L/C Issuer (with a copy Transferred Company) and not remitted to Seller prior to the Administrative Agent), or by date on which Seller is required to make the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorapplicable indemnity payment hereunder.

Tax Indemnification. (a) After the Closing, Sellers shall be liable for and pay, and Sellers shall indemnify and hold harmless Buyer and its Affiliates from and against, any and all Loss due to: (i) Without limiting any Taxes imposed on or with respect to Sellers or any of their respective Affiliates (other than the provisions Millennium Inorganic Companies), or for which Sellers or any of subsection their respective Affiliates (aother than the Millennium Inorganic Companies) may otherwise be liable, attributable to any and all taxable years or periods (bexcluding any United States Income Taxes of the Sellers or their Affiliates with respect to the Millennium Inorganic Companies pursuant to Sections 951 through 964 of the Code attributable to transactions or other activities of Buyer or its Affiliates entered into or occurring after the Closing); (ii) aboveany Taxes imposed on or with respect to the Millennium Inorganic Companies attributable to any Pre-Closing Tax Period or resulting from any transaction in a Pre-Closing Tax Period (excluding Taxes attributable to transactions or other activities of Buyer or its Affiliates entered into or occurring after the Closing on the Closing Date that are not expressly contemplated by this Agreement, to the Loan Parties shall, and extent such transactions or activities are not entered into or do hereby indemnify not occur in the Administrative Agent, each Lender and ordinary course of business); (iii) any Income Taxes for which the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount Millennium Inorganic Companies may be liable as a result of having been a member of any Indemnified Taxes or Other Taxes Seller Company Group before the Closing Date (including Indemnified United States Income Taxes for which the Millennium Inorganic Companies are or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party may be liable pursuant to Section 3.01(a)) 1.1502-6 of the Treasury Regulations or paid by similar provisions of state or local Law as a result of EXECUTION VERSION having been a member of any Seller Company Group, and any United States Income Taxes resulting from any of the Administrative Agent, such Lender or the L/C IssuerMillennium Inorganic Companies ceasing to be a member of any Seller Company Group, as the case may be); and (iv) any Taxes resulting from a breach of Sellers’ representations and warranties in Section 4.17; provided, however, that Sellers shall not be liable for or pay, and shall not indemnify or hold Buyer and its Affiliates harmless from or against, any penaltiesLoss (w) due to VAT Accruals or any Taxes that are included in the determination of the amount of Closing Date Net Working Capital, interest and reasonable expenses arising therefrom or (x) with respect theretoto Millennium Inorganic Chemicals do Brazil S.A. in excess of 72% of the amount of such Loss, whether (y) arising from a failure by Buyer to take any reasonable actions requested by Sellers after Closing to minimize the amount of such Loss (with Sellers to reimburse Buyer for any net out of pocket costs to Buyer and its Affiliates of taking such actions) or (z) to the extent such Loss does not such Indemnified Taxes exceed the present value of any credit, offset, deduction or Other Taxes were correctly similar item to which Buyer or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising its Affiliates are entitled as a result of the gross negligence or willful misconduct of the Administrative AgentLoss (for example, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on extent the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off Loss arises from a deduction being disallowed for one tax period and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender allowed in a later tax period or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agentperiods), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. (i) Without limiting Seller shall, without duplication, indemnify, defend and hold Buyer and its Affiliates harmless from and against all Losses from liabilities for Pre-Closing Taxes; provided that, notwithstanding the provisions foregoing, Seller shall not be required to indemnify, defend or hold harmless Buyer or any of subsection its Affiliates (aincluding the Transferred Company) from any Loss on account of any liability for Taxes (i) to the extent attributable to a Buyer Tax Act, (ii) that are Transfer Taxes, (iii) to the extent such Taxes were taken into account in determining Working Capital or (biv) aboveto the extent that Seller paid such Taxes in accordance with Section 7.06(a)(iii). For purposes of this Section 7.06, “Buyer Tax Act” shall mean (A) a breach by Buyer or its Affiliates (including the Loan Parties shallTransferred Company) of any of its covenants or agreements in this Agreement, and do hereby indemnify the Administrative Agent(B) any election under federal, each Lender state, local or non-U.S. Tax Law effective for any Pre-Closing Tax Period (and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or costs attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising election shall be borne solely by Buyer) that is made after the Closing Date, except for any such election required by Law as in effect at the time of Closing, including as a result of a determination within the gross negligence or willful misconduct meaning of Section 1313(a) of the Administrative AgentCode (or any similar provision of state, Lender local or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsonon-U.S. Tax Law), and do hereby, indemnify (C) any other action taken outside of the Administrative Agent, and shall make payment in Ordinary Course of Business on the Closing Date after the Closing; adopting or changing any Tax accounting method or period with respect thereof within ten days after demand therefor, to any Pre-Closing Tax Period; filing any amended Tax Return of the Transferred Company relating to any Pre-Closing Tax Period; filing any Tax Return of the Transferred Company outside the Ordinary Course of Business relating to any Pre- Closing Tax Period; making any voluntary disclosure with respect to Taxes or Tax Returns of the Transferred Company or otherwise voluntarily approaching a Governmental Entity with respect to Taxes or Tax Returns of the Transferred Company relating to any Pre-Closing Tax Period; applying for any amount which a Lender Tax ruling that affects the Pre- Closing Tax Period; consenting to any extension or waiver of the L/C Issuer limitation period 79 applicable to any Tax claim or assessment relating to any Pre-Closing Tax Period; entering into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of applicable state, local or non-U.S. Law) with respect to any Taxes or Tax Returns relating to any Pre-Closing Tax Period; or assuming or agreeing to indemnify any liability for any reason fails to pay indefeasibly Taxes of another Person. Notwithstanding anything to the Administrative Agent as contrary in the foregoing clause (C), the actions described in clause (C) do not include an election described in clause (B), any action expressly required by clause the terms of this Agreement or any action contemplated or undertaken in accordance with Section 7.06. (ii) Buyer and its Affiliates (including the Transferred Company) shall indemnify, defend and hold Seller and its Affiliates harmless from and against all (A) liabilities for Taxes of this subsectionor in respect of the Transferred Company or the Transferred Assets relating to a Post-Closing Period, and (B) liabilities for Transfer Taxes. (iii) In the case of any Straddle Tax Period: (A) Any Taxes imposed in respect of the Transferred Assets and the periodic Taxes of the Transferred Company that are not based on income or receipts (e.g., property or ad valorem Taxes) for the Pre-Closing Tax Period shall be pro-rated between the Pre-Closing Tax Period and the Post- Closing Tax Period in the same ratio as the number of days in the Pre- Closing Tax Period bears to the number of days in the Post-Closing Tax Period; and (B) Taxes of the Transferred Company for the Pre-Closing Tax Period, other than Taxes described in Section 7.06(d)(iii)(A) above, shall be computed as if such Tax period ended as of the close of business on the Closing Date, provided that prior any determinations made on a time basis, such as depreciation, shall be pro-rated on a per diem basis. (iv) Seller’s obligation to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right make an indemnity payment pursuant to clause (iithis Section 7.06(d) of this subsection to set off and apply all amounts paid shall be reduced by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered refunds of Taxes with respect to Pre- Closing Tax Periods to the Borrower extent received after the Closing Date by a Lender Buyer or any of its Affiliates (including the L/C Issuer (with a copy Transferred Company) and not remitted to Seller prior to the Administrative Agentdate on which Seller is otherwise required to make the applicable indemnity payment hereunder. (v) The indemnification obligations under Section 7.06(d)(i) shall survive the Closing until the date that is thirty (30) days after the expiration of the applicable statute of limitations (including extensions or waivers) with respect to the assessment of the Taxes subject to the indemnification obligation, and shall thereafter expire and be of no force or effect. (e), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. (i) Without limiting In addition to the provisions indemnification obligations set forth in Section 9.2 above, the Effective Time Holders shall severally, in accordance with their Pro Rata Portion, indemnify the Acquiror Indemnified Persons and hold them harmless from and against any Damages resulting from or arising out of subsection (a) all Taxes (or the non-payment thereof) of Target for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (b) aboveall Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target (or any predecessor of Target) is or was a member on or prior to the Loan Parties shallClosing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and do hereby indemnify the Administrative Agent, each Lender (c) any and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount all Taxes of or imposed on Acquiror or any Indemnified Taxes or Other Taxes of its Affiliates (including Indemnified Taxes Target or Other Taxes imposed any of its Subsidiaries) for any taxable year of such Acquiror or asserted on or attributable to amounts payable under this Section) withheld or deducted by Affiliate that includes the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Closing Date as a result of the gross negligence an inclusion under Section 951(a) or willful misconduct 951A of the Administrative Agent, Lender Code (or L/C Issuer, any similar provision of state or local law) attributable to (i) “subpart F income,” within the meaning of Section 952 of the Code (or any similar provision of state or local law) determined as determined by a final and nonappealable judgment if the taxable year of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender Target or the L/C Issuer for any reason fails to pay indefeasibly to applicable Subsidiary and the Administrative Agent as required by clause applicable foreign corporation ended on the Closing Date, (ii) the holding of this subsection; provided that “United States property,” within the meaning of Section 956 of the Code (or any similar provision of state or local Applicable Law) on or prior to making the Closing Date that is attributable to Target or any such demand of its Subsidiaries, or (iii) “global intangible low-taxed income” as defined in Section 951A of the Code determined as if the taxable year of Target or the applicable Subsidiary and the applicable foreign corporation ended on the Loan Parties Closing Date and, in each case, taking into account any net operating losses or similar Tax attributes of the Administrative Agent agrees Target and its Subsidiaries that would have been available to exercise offset such inclusion if the taxable years of Target and its right Subsidiaries had ended on the Closing Date, (d) any and all Taxes of any Person imposed on Target as a transferee or successor, by contract or pursuant to clause (ii) any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing, provided, however, that for the avoidance of this subsection to set off doubt, the employer’s share of all employment, payroll and apply all amounts paid similar Taxes incurred by the Loan Parties Target in relation to the Administrative Agent for the account Change of Control Liability, whether such Lender Taxes are incurred prior to, at, or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C IssuerEffective Time, shall be conclusive absent manifest errortreated as arising in the Pre-Closing Tax Period and shall be a Transaction Expense and (e) any and all Taxes of any Person imposed on Target or Acquiror in connection with the Spinoza Purchase Agreement and the transactions contemplated thereby. The liability of each Effective Time Holder under this Section 9.9 shall not exceed the portion of the Merger Consideration actually received by each Effective Time Holder. To the extent that any Damages claimed in an Officer’s Certificate pursuant to this Section 9.9 overlaps with a claim for Damages pursuant to Section 9.2, the provisions set forth in this Section 9.9 and the provisions applicable to this Section 9.9 shall govern and control.

Tax Indemnification. The Shareholder hereby covenants and agrees to indemnify, defend and hold harmless the Purchaser, its Affiliates (including the Company) and the successors to the foregoing (and their respective shareholders, officers, directors, employees and agents) against (i) Without limiting all Losses with respect to any claims that may be asserted by any party based upon the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount breach of any Indemnified representation or warranty made with respect to Taxes or Other Taxes (in this Agreement, including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party those made pursuant to Section 3.01(a)3.9, (ii) all Taxes imposed on or paid by asserted against the Administrative Agentproperties, income or operations of the Company for all Pre-Closing Periods to the extent such Lender Taxes have not been fully reserved for in the financial statements of the Company as of the last day of the month preceding the Closing Date, (iii) all Taxes imposed on the Company, or for which the L/C IssuerCompany may be liable, as the case may bea result of any transaction contemplated by this Agreement, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising including as a result of the gross negligence making of a 338(h)(10) election, (iv) any and all income Taxes of any member of an affiliated, consolidated, combined, or willful misconduct unitary group of which Company or any of its Subsidiaries (or any predecessor of any of the Administrative Agentforegoing) is or was a member on or prior to the Closing Date, Lender including pursuant to Treasury Regulation § 1.1502-6 or L/C Issuerany analogous or similar state, local, or foreign law or regulation, and (v) any and all income Taxes of any Person (other than Company and its Subsidiaries) imposed on Company or any of its Subsidiaries as determined a transferee or successor, by a final and nonappealable judgment of a court of competent jurisdictioncontract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing. The Loan Parties Purchaser shall alsopromptly give the Shareholder or its respective representatives written notice of all Taxes, Losses, claims and do herebyexpenses which the Purchaser has reasonably determined may give rise to a right of indemnification under this Section 10.7(a), indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which including a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) computation of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any the claimed indemnification with sufficient detail and particularity to enable the Shareholder to reasonably determine the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorrequired indemnification.

Tax Indemnification. Except for Transaction Taxes described in Section 9.7(a), Seller shall indemnify the Company, the Subsidiaries, Buyer, Surviving Corporation and each Buyer Affiliate and hold them harmless from and against (i1) Without limiting all Taxes (or the provisions non-payment thereof) of subsection the Company and the Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date and, with respect to U.S. federal income taxes, all taxable periods during which any Subsidiary was a member of the consolidated group that included Seller or Parent (“Pre-Closing Tax Period”) (including, for the avoidance of doubt, (a) any and all Income Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company, any of the Subsidiaries or any of the Contributing Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (or any analogous or similar state, local, or foreign Law or regulation), and (b) aboveany and all Taxes of any Person (other than the Company and the Subsidiaries) imposed on the Company or any of the Subsidiaries as a transferee or successor, by contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing), and (2) Taxes, to the extent not otherwise provided for in this Article IX, attributable to breach of a representation set forth in Section 3.4 and any and all Taxes arising from the Contribution Transaction. Buyer shall indemnify Seller, the Loan Parties shallParent and each of their Affiliates and hold them harmless from and against all Transaction Taxes as described in Section 9.7(a) and all other Taxes of the Company, the Subsidiaries, Merger Sub and do hereby indemnify Surviving Corporation for all taxable periods and portions ending after the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes Closing Date (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as for those Taxes for a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, Straddle Period that are for Seller’s account as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agentunder Section 9.2 hereof), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. Subject to Section 6.3.5.2(b), Sellers shall jointly and severally indemnify the Buyer Indemnified Parties and hold them harmless from and against any Losses attributable to (a) any Taxes (or the non-payment thereof) (other than those Taxes identified in the penultimate sentence of Section 6.7.2(b) as the responsibility of Buyer and the Company) of the Company for all the taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Sec. 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (c) any Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule or regulations, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (a), (b) and (c) above, Sellers shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing difference between book and Tax income) on the face of the Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the adjustment to the Purchase Price pursuant to Sections 2.2.3 and 2.2.4. Sellers shall jointly and severally reimburse for any Taxes of the Company that are the responsibility of any one or more Sellers within 15 Business Days after payment of such Taxes by any one or more Buyer Indemnified Parties. Buyer shall indemnify and defend the Seller Indemnified Parties and hold them harmless from and against any and all Losses attributable to (i) Without limiting any actions (except to the provisions extent required by Applicable Laws) of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify Company after the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, Closing Date other than in the Ordinary Course of Business that would result in any Tax Liability to any of Sellers (but only to the extent that such amounts arising as actions cause a result carry back of one or more Tax attributes of the gross negligence Company to a Pre-Closing Tax Period or willful misconduct have a direct effect on the Tax attributes of the Administrative Agent, Lender Company in a Pre-Closing Tax Period or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided any Tax Adjustment Amendment Event that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties triggers an increase to the Administrative Agent Tax Adjustment. Buyer shall reimburse Sellers’ Representative for the account benefit of Sellers for any Sellers’ Losses attributable to such additional Tax Liability or, in the case of a Tax Adjustment Amendment Event, increase in the Tax Adjustment within 15 days after payment of such Lender amounts by one or more of the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorSeller Indemnified Parties.

Tax Indemnification. Sellers (ieach an “Indemnifying Party”) Without limiting hereby jointly and severally agree to indemnify, defend and hold harmless the provisions of subsection Company, Buyer and their respective directors, officers, stockholders, agents, Affiliates, successors and permitted assigns (aeach, an “Indemnitee”) or (b) above, the Loan Parties shall, from and do hereby indemnify the Administrative Agent, each Lender and the L/C Issueragainst, and shall make payment pay and reimburse the foregoing Persons for, any and all losses, liabilities, claims, obligations, penalties, damages, costs and expenses (including all reasonable attorneys’ fees and disbursements and other costs incurred or sustained by an Indemnitee in respect thereof within thirty days after demand thereforconnection with the investigation, for the full amount defense or prosecution of any Indemnified Taxes such claim or Other Taxes (including Indemnified Taxes any action or Other Taxes imposed proceeding between the Indemnitee and the Indemnifying Party or asserted on or attributable to amounts payable under this Section) withheld or deducted by between the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, Indemnitee and any penalties, interest and reasonable expenses arising therefrom third party or with respect theretootherwise), whether or not involving a third-party claim (collectively, “Losses”), relating to or arising out of (a) all Taxes of or imposed on the Company for all taxable periods ending on or prior to the Closing Date and the portion of the taxable period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”) including, without limitation, any Taxes imposed under Code Section 1374 (and any state or local statutes that are comparable or equivalent to Code Section 1374) and any state Taxes that are required to be paid by either of the Company on a composite or other Tax Return to the extent that the Company or Buyer has not otherwise received payment of such Indemnified Taxes from Sellers; (b) all Taxes of any member of an affiliated, consolidated, combined or Other unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law; and (c) all Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, of any Person (other than any such amounts arising the Company) imposed on the Company as a result transferee or successor, by contract or pursuant to Law. Sellers shall, jointly and severally, reimburse Buyer for any Taxes of the gross negligence or willful misconduct Company that are the responsibility of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof Sellers pursuant to this Section 8.1 within ten fifteen (15) days after demand therefor, for any amount which a Lender payment of such Taxes by Buyer or the L/C Issuer Company. Any claim for any reason fails to pay indefeasibly to indemnification made under this Section 8.1 shall, except as otherwise provided in this Article 8, be asserted and resolved in accordance with the Administrative Agent as required by clause (ii) indemnification procedures in Section 11.4, provided, however, that no provision of this subsection; provided that prior to making any such demand on Article 11 shall modify the Loan Parties payment requirements set forth in the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorimmediately preceding sentence.

Tax Indemnification. (i) Without limiting Seller shall indemnify the provisions of subsection Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach or violation of, or failure to fully perform, by Seller of any covenant, agreement, undertaking or obligation in this Article VII; (b) above, all Taxes of the Loan Parties shall, and do hereby indemnify Company or relating to the Administrative Agent, each Lender and business of the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, Company for the full amount all Pre-Closing Tax Periods; (c) all Taxes of any Indemnified Taxes member of an affiliated, consolidated, combined or Other Taxes unitary group of which the Company (including Indemnified Taxes or Other Taxes imposed any predecessor of the Company) is or asserted was a member on or attributable prior to amounts payable the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (d) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, in each case to the extent not paid prior to the Closing or otherwise not included in the calculation of Company Closing Working Capital, Indebtedness or any adjustments to Purchase Price. To the extent Seller is obligated to indemnify a Buyer Indemnitee under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent7.3, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of such Loss or Taxes, including any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuerreasonable out-of-pocket expenses, shall be conclusive absent manifest errorpaid in accordance with Section 7.10 of this Agreement; provided, however, that, except for claims for indemnification pursuant to this Section 7.3 for Losses relating to Income Taxes, in no event shall Seller be liable for any Loss pursuant to this Section 7.3 for any amounts in excess of the Cap or, following the first anniversary of the Closing Date, the Adjusted Cap. For the avoidance of doubt, in no event will Seller be obligated to indemnify any Buyer Indemnitee with respect to Losses relating to Income Taxes arising under this Section 7.3 for any Losses in excess of the Cash Proceeds.

Tax Indemnification. (a) Subject to Section 11.2, from and after the Closing Date, Sellers shall jointly and severally (for purposes of this Article 11 only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless Buyer and the Acquired Companies and reimburse Buyer and the Acquired Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date: (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other all Taxes imposed on the Acquired Companies or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Buyer as a result of the gross negligence or willful misconduct operations of the Administrative Agent, Lender Acquired Companies with respect to any taxable year or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify period ending on or before the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Acquired Companies or Buyer as a result of the operations of the Acquired Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Acquired Companies file or have filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.16 of this subsectionAgreement or any breach of any covenant contained in this Article 11, without duplication; provided that and (v) any Taxes or other payments required to be made after the Closing Date by the Acquired Companies to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to making any such demand on the Loan Parties the Administrative Agent agrees Closing, whether or not written, with respect to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorPre-Closing Period.

Tax Indemnification. (a) Seller will indemnify, defend and hold harmless the Buyer Group from and against (i) Without limiting all Income Taxes of the provisions of subsection (a) Acquired Companies for any taxable period that ends on or (b) above, before the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender Closing Date and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount portion of any Indemnified Taxes or Other Taxes Straddle Period ending on the Closing Date, (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Sectionii) withheld or deducted by the Loan Parties or the Administrative Agent all Liability (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence Treasury Regulation Section 1.1502-6(a) or willful misconduct otherwise) for Income Taxes of Seller or any other Person (other than any of the Administrative AgentAcquired Companies with respect to themselves) which is or has ever been affiliated with any of the Acquired Companies, Lender or L/C Issuerwith whom any of the Acquired Companies otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return, prior to the Closing and all Liability for Income Taxes of any Person (other than the Acquired Companies as determined to themselves) imposed on any of the Acquired Companies as a transferee or successor, by a final contract or otherwise, (iii) any and nonappealable judgment all liability incurred by any member of a court the Buyer Group based upon the breach by Seller of competent jurisdiction. The Loan Parties shall alsothe representation and warranty provided in Section 5.14(l), and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, (iv) all Taxes for any amount which a Lender Tax period attributable to the breach by Seller of any covenant or the L/C Issuer obligation under this Article XIII and (v) all liability for any reason fails to pay indefeasibly reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the Administrative Agent foregoing. Notwithstanding the foregoing, Seller will not indemnify, defend or hold harmless any member of the Buyer Group from any Liability for Taxes attributable to any action taken outside of the Ordinary Course of Business and, including Buyer making an election under Section 338(g) of the Code as described in Section 13.11, after the Effective Time by Buyer, any of its Affiliates (including the Acquired Companies) or any transferee of Buyer or any of its Affiliates (a “Buyer Tax Act”). (b) Buyer will indemnify, defend and hold the Seller Group harmless from and against (i) except to the extent Seller is otherwise required by clause to indemnify Buyer for such Tax pursuant to Section 12.1(a) or Section 13.8(a), all Taxes of each of the Acquired Companies, (ii) all Taxes for any Tax period attributable to the breach by Buyer of any covenant or obligation under this subsection; provided that prior Article XIII, (iii) all Liability for Taxes or any increase in Taxes attributable to making a Buyer Tax Act, and (iv) all liability for any such demand on reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the Loan Parties foregoing. (c) The obligations of each party to indemnify, defend and hold harmless the Administrative Agent agrees to exercise its right other party and other Persons, pursuant to clause Sections 13.8(a) and 13.8(b), will terminate 30 days after the expiration of all applicable statutes of limitations (iigiving effect to any extensions thereof); provided, however, that such obligations to indemnify, defend and hold harmless will not terminate with respect to any individual item as to which an Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as applicable Indemnifying Party. (d) In the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.Straddle Period:

Tax Indemnification. Subject to any of the limitations in this Section 7.10, from and after the Closing, the Company Stockholders and Participating Optionholders shall indemnify Parent and its Affiliates and hold them harmless from and against (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other all Taxes (including Indemnified Taxes or Other Taxes imposed the non-payment thereof) of the Acquired Companies for all taxable periods or asserted portions thereof ending on or attributable to amounts payable under this Section) withheld or deducted by before the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative AgentClosing, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law, (iii) any Taxes of any Person (other than the Acquired Companies) imposed on the Acquired Companies as a transferee or successor, by contract or otherwise, and (iv) any Transfer Taxes for which the Company Stockholders and Participating Optionholders are liable under Section 7.11; provided that, Parent and its Affiliates shall only be entitled to indemnification with respect to the item disclosed on Schedule 4.12(b) to the extent the Damages arising from such item exceed the amount reserved for such item in the current liabilities shown on the face of the Most Recent Balance Sheet. No indemnification pursuant to this subsectionSection 7.10(a) shall be made with respect to a Tax directly attributable to any action taken by, or at the request of, the Parent or any of its Affiliates on the Closing Date outside of the ordinary course of business. Any liability of the Company Stockholders and Participating Optionholders pursuant to this Section 7.10(a) shall be determined and paid in accordance with the procedures and limitations set forth in Article X, except as otherwise provided in this Section 7.10. For the avoidance of doubt, recovery against the Escrow Account constitutes the first and primary remedy for any and all Tax Claims for so long as the Escrow Account is outstanding; provided that prior the Parent Indemnified Parties shall have the right to making either (x) recover against the Escrow Account for any such demand and all Tax Claims or (y) recover directly from the Company Stockholders and Participating Optionholders on a pro rata basis (based upon their respective Pre-Closing Percentages as set forth on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off Final Allocation Schedule and apply all amounts paid by the Loan Parties subject to the Administrative Agent limitations set forth in Section 10.04) for any and all Tax Claims and not utilize the account of Escrow Amount for such Lender or the L/C Issuerpurpose, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly if and only to the Administrative Agent extent that (1) an individual Tax Claim includes Damages in excess of $100,000 or (2) all Tax Claims in the aggregate as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf given time include Damages in excess of a Lender or the L/C Issuer, shall be conclusive absent manifest error$500,000.

Tax Indemnification. (a) From and after the Closing Date, subject to the limitations set forth in Section 7.05 and the provisions of Section 7.09, Sellers, jointly and severally, shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the "PURCHASER INDEMNITEES") against and hold them harmless from (i) Without limiting all liability for Taxes of the provisions Company and its Subsidiaries for the Pre-Closing Tax Period, (ii) all liability for Taxes of subsection the Company and its Subsidiaries for the Straddle Period or the Post-Closing Tax Period to the extent that the relevant action which causes the Tax occurred in a Pre-Closing Period (aexcluding a Pre-Closing period injection of capital which results in a reduction of the tax losses carry forwards), (iii) all liability for Income Taxes of Sellers or any other Person which is or has been affiliated with Sellers (bother than the Company or any of its Subsidiaries), and (iv) all liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (iii) above. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless a Purchaser Indemnitee from any liability for Taxes attributable to any action taken on or after the Loan Parties shallClosing Date by the Purchaser, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount any of any Indemnified Taxes or Other Taxes its Affiliates (including Indemnified Taxes the Company or Other Taxes imposed any of its Subsidiaries), or asserted on any transferee of Purchaser or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent any of its Affiliates (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as action expressly required by clause Applicable Law or by this Agreement) (iia "PURCHASER TAX ACT") of this subsection; provided that prior or attributable to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid a breach by the Loan Parties to the Administrative Agent for the account Purchaser of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of its obligations under this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorAgreement.

Tax Indemnification. Except to the extent included as a liability in determining the Closing Working Capital, the Company Securityholders shall be liable for and covenant to pay, and pursuant to Article VIII shall reimburse each Parent Indemnitee from the Escrow Account, the amount of any and all Losses incurred by such Parent Indemnitee (except to the extent that Taxes which are being claimed as Losses were paid prior to the Closing Date) as a result of: (i) Without limiting all Taxes of the provisions of subsection Company and each Subsidiary for any Pre-Closing Tax Period (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount net of any Indemnified Tax refunds); (ii) all Taxes that the Company or Other Taxes any Subsidiary is liable for (including Indemnified Taxes under Treasury Regulation Section 1.1502-6 or Other Taxes imposed any similar provision of state, local, or asserted on or attributable to amounts payable under this Sectionnon-U.S. Laws) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising solely as a result of being a member of (or leaving) an affiliated, consolidated, combined, or unitary Tax group on or before the gross negligence Closing Date; (iii) all Taxes of any other Person that the Company or willful misconduct any of the Administrative AgentSubsidiaries is liable for as a result of transferee liability, Lender successor liability, or L/C Issuera contractual obligation, as determined by in each case, that is attributable to any Pre-Closing Tax Period; (iv) all Taxes resulting from a final and nonappealable judgment breach of a court of competent jurisdiction. The Loan Parties representation or warranty contained in Section 3.9 or a covenant contained in this Section 5.10; and (v) any Transfer Taxes for which the Company Securityholders are responsible pursuant to Section 5.10(i); provided, however, that the Company Securityholders shall also, and do hereby, indemnify the Administrative Agent, not be liable for and shall make payment in respect thereof within ten days after demand therefor, have no responsibility to indemnify any Parent Indemnitee for any amount which a Lender under this Section 5.10(a) with respect to any Taxes of the Company or the L/C Issuer Subsidiary for any reason fails to pay indefeasibly Pre-Closing Tax Period to the Administrative Agent extent such Taxes arose as required a result of an action, election, activity or failure of Parent, Newco, the Surviving Corporation, any Subsidiary, or an Affiliate of the foregoing that is outside the ordinary course of business and not contemplated by clause (ii) of this subsection; provided that prior to making any such demand Agreement on the Loan Parties Closing Date or in a Post-Closing Tax Period (including the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf portion of a Lender or Straddle Period beginning after the L/C Issuer, shall be conclusive absent manifest errorClosing Date as determined under Section 5.10(b)(ii)).

Tax Indemnification. (a) From and after the Closing Date, subject to the limitations set forth in Section 7.05 and the provisions of Section 7.09, Sellers, jointly and severally, shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the “PURCHASER INDEMNITEES”) against and hold them harmless from (i) Without limiting all liability for Taxes of the provisions Company and its Subsidiaries for the Pre-Closing Tax Period, (ii) all liability for Taxes of subsection the Company and its Subsidiaries for the Straddle Period or the Post-Closing Tax Period to the extent that the relevant action which causes the Tax occurred in a Pre-Closing Period (aexcluding a Pre-Closing period injection of capital which results in a reduction of the tax losses carry forwards), (iii) all liability for Income Taxes of Sellers or any other Person which is or has been affiliated with Sellers (bother than the Company or any of its Subsidiaries), and (iv) all liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (iii) above. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless a Purchaser Indemnitee from any liability for Taxes attributable to any action taken on or after the Loan Parties shallClosing Date by the Purchaser, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount any of any Indemnified Taxes or Other Taxes its Affiliates (including Indemnified Taxes the Company or Other Taxes imposed any of its Subsidiaries), or asserted on any transferee of Purchaser or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent any of its Affiliates (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as action expressly required by clause Applicable Law or by this Agreement) (iia “PURCHASER TAX ACT”) of this subsection; provided that prior or attributable to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid a breach by the Loan Parties to the Administrative Agent for the account Purchaser of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of its obligations under this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorAgreement.

Tax Indemnification. (i) Without limiting In addition to the provisions indemnification obligations set forth in Section 10.1 above, and subject to the Fundamental Matters Cap, the Shareholders shall severally indemnify the Purchaser Indemnified Persons and hold them harmless from and against any Damages resulting from or arising out of, regardless of subsection any disclosure in the Company Disclosure Schedule, (a) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date, (c) any and all Taxes of any Person imposed on the Company as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; (d) any Taxes imposed on the Shareholders attributable to or resulting from the Section 338(h)(10) Election; and (e) any Tax liability in connection with any payment made or deemed made by the Company in connection with the transactions contemplated by this Agreement, or any Tax liability in connection with any payment pursuant to this Agreement not reduced by the amount required to be withheld under Applicable Law; provided, however, that in the case of clauses (a), (b), (c), and (d) above, the Loan Parties shallShareholders shall be liable only to the extent that such Taxes exceed the amount, if any, specifically reserved for such Taxes on the Closing Balance Sheet and do hereby indemnify included in the Administrative AgentFinal Working Capital, each Lender and and, provided further, the L/C Issuer, and foregoing shall make payment in respect thereof within thirty days after demand therefor, for the full amount not include Purchaser’s share of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdictionTransfer Taxes. The Loan Parties Shareholders shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, reimburse Purchaser for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.any

Tax Indemnification. (i) Without limiting If the provisions of subsection Closing occurs, Dover shall be liable for and shall indemnify and hold harmless the Buyer Indemnified Parties from and against all Losses attributable to (aA) Taxes imposed on the Acquired Companies or (b) abovefor which the Acquired Companies are liable for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the Loan Parties shallportion of such Straddle Period ending on and including the Closing Date, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other B) Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any of the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party Acquired Companies pursuant to Treasury Regulation Section 3.01(a)) 1.1502-6 or paid by the Administrative Agent, such Lender similar provision of state or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising local Law solely as a result of such Acquired Company having been a member at any time on or before the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment Closing Date of a court of competent jurisdiction. The Loan Parties Consolidated Tax Group, (C) Taxes and all associated costs with respect to the matter listed on Schedule 5.1(a) (the “VAT Issue”) and (D) all Taxes that constitute Excluded Liabilities; provided, however, that Dover shall also, and do hereby, indemnify the Administrative Agentnot be liable for or pay, and shall make payment in respect thereof within ten days after demand therefornot indemnify the Buyer Indemnified Parties from and against, for any amount which a Lender or the L/C Issuer for Losses attributable to (x) any reason fails to pay indefeasibly Taxes to the Administrative Agent as required by clause extent of the amount taken into account in the determination of Closing Date Working Capital, (iiy) of this subsection; provided that prior to making any such demand Taxes imposed on the Loan Parties Acquired Companies or any other Buyer Indemnified Parties, or for which any of them is otherwise liable, (exclusive of any Taxes for which the Administrative Agent agrees to exercise its right Acquired Companies are liable pursuant to clause (iiB)), that are either Section 338(h)(10) Taxes or any other Taxes that result from any actual or deemed election, or from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction not contemplated by this subsection Agreement, in either case that would cause the transactions contemplated by this Agreement to set off be treated for Tax purposes as a purchase or sale of assets of any of the Acquired Companies that are treated as corporations for applicable income Tax purposes and apply all amounts paid by (z) any Taxes imposed on any of the Loan Parties Acquired Companies as a result of transactions occurring on the Closing Date not in the Ordinary Course of Business that are properly allocable to the Administrative Agent portion of the Closing Date after the Closing (Taxes described in this proviso, the “Excluded Taxes”). Dover shall be entitled to any refund of (or credit for) Taxes for which it is liable under this Agreement or allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the extent such refund or credit was taken into account as an asset in the determination of Closing Date Working Capital; provided, further, in no event shall Buyer carry back any tax item attributable to any taxable year or period that commences after the Closing Date (or any Straddle Period) to any taxable year or period that ends on or before the Closing Date without the prior written consent of Dover, which consent shall not be unreasonably withheld, and any refund attributable to any such carry back of any item attributable to a taxable year or period commencing after the Closing Date (and any refund attributable to any such carry back of any item attributable under Section 5.1(a)(iii) to the portion of a Straddle Period beginning after the Closing Date) shall be for the account of Buyer. Buyer shall, and shall cause its Affiliates to, reasonably cooperate with Dover to secure any refund or credit to which Dover is entitled, including through the filing of amended Tax Returns, provided that Dover shall promptly reimburse Buyer for all reasonable, out of pocket costs and expenses incurred by Buyer and its Affiliates in connection with such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest erroractivities.

Tax Indemnification. Seller shall indemnify each Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this ARTICLE VI; (c) all Taxes of each Company or relating to the business of that Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which either Company (or any predecessor) is or was a member on or prior to the Closing by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; (e) (e) any and all Taxes related to the Company’s deferral of withholding and remittance of Applicable Taxes with respect to Applicable Wages pursuant to IRS Notice 2020-65 (or any comparable regime for state or local Tax purposes); (f) any and all withholding Taxes required to be deducted and withheld with respect to payments made by Buyer to Seller (or by either Company to the Seller) (or in connection with the transactions contemplated by this Agreement, including the exercise of options or payment of stock) pursuant to applicable Tax laws in connection with the transactions contemplated pursuant to this Agreement; (g) any and all amounts required to be paid by either Company pursuant to any Tax Sharing Agreement, Tax exemption, Tax holiday, Tax reduction or similar type agreement (that any Company was a party on or prior to the Closing Date); (h) any income Tax owed resulting from an increase in Taxable income (including attributable to cancellation of indebtedness income) attributable to forgiveness, cancellation or reduction of any PPP Loan or Taxes attributable to the denial of an expense or deduction pursuant to IRS Notice 2020-32 or any comparable provision of state or local Law (and any successors thereof including any Treasury Regulations or further IRS or other Taxing Authority pronouncements); (i) Without limiting the provisions of subsection [Intentionally omitted]; and (aj) or (b) above, the Loan Parties shall, any and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount all Taxes of any Indemnified Taxes Person imposed on either Company arising under the principles of transferee or Other Taxes successor liability or by contract, relating to an event or transaction occurring before the Closing, in each of the above cases, together with any out-of-pocket fees and expenses (including Indemnified attorneys’ and accountants’ fees) incurred in connection therewith. Seller shall reimburse Buyer for any Company Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party that are Seller’s responsibility pursuant to this Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof 6.03 within ten days Business Days after demand therefor, for any amount which a Lender notice payment of such Taxes by Buyer or the L/C Issuer for any reason fails either Company is given to pay indefeasibly Seller. Notwithstanding anything to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to contrary set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuerforth herein, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment Taxes which are indemnified pursuant to this Section 6.03 which would have been payable or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, paid shall be conclusive absent manifest errordetermined without taking into account any carryback of any Tax attribute (including any net operating loss carryback) arising in any Tax period ending after the Closing Date.

Tax Indemnification. The Signing Stockholders hereby agree, jointly and severally, to be liable for and to indemnify and hold the Owners Indemnified Parties harmless from and against, and pay to the Owners Indemnified Parties the amount of any and all Losses in respect of (i) Without limiting all Taxes of the provisions of subsection Company and the Subsidiaries (aor any predecessor thereof) (A) for any taxable period ending on or (b) above, before the Loan Parties shallClosing Date, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, (B) for the full amount portion of any Indemnified Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 9.6(c)), but only to the extent that any such Taxes or Other are not included in the Company’s liability for Taxes in accordance with GAAP as of the Closing Date; (including Indemnified Taxes or Other ii) any and all Taxes imposed on any member of a consolidated, combined or asserted unitary group of which the Company or any Subsidiary (or any predecessor thereof) is or was a member on or attributable prior to amounts payable the Closing Date, by reason of the liability of the Company or any Subsidiary (or any predecessor thereof), pursuant to Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iii) the failure of any of the representations and warranties contained in Section 5.10 to be true and correct in all material respects or the failure of the Signing Stockholders or the Company (prior to Closing) to perform any covenant contained in this Section) withheld or deducted Agreement required by this Agreement to be performed by the Loan Parties Signing Stockholders or the Administrative Agent Company (without duplication of prior to Closing) with respect to Taxes; (iv) any gross-up amount paid failure by a Loan Party the Signing Stockholders to timely pay any and all Taxes required to be borne by the Signing Stockholders pursuant to Section 3.01(a9.6(e); and (v) or paid by any Tax liability arising out of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising triggering of an ELA as a result of the gross negligence or willful misconduct disposition of the Administrative Agent, Lender or L/C Issuer, as determined by a final stock of the Agency and nonappealable judgment the liquidation of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorPlantation.

Tax Indemnification. (a) Subject to Section 11.3, from and after the Closing Date, Sellers (for purposes of this Article 11 only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless Buyer and the Companies and reimburse Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date: (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other all Taxes imposed on the Companies or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Buyer as a result of the gross negligence or willful misconduct operations of the Administrative Agent, Lender Companies with respect to any taxable year or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify period ending on or before the Administrative Agent, and shall make payment in respect thereof within ten days after demand thereforClosing Date (including, for the avoidance of doubt, any amount which a Lender or amounts payable in connection with the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause matters set forth on Schedule 3.17(c)); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies file or have filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this subsectionAgreement or any breach of any covenant contained in this Article 11, without duplication; provided that and (v) any Taxes or other payments required to be made after the Closing Date by the Companies to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to making the Closing, whether or not written, with respect to a Pre-Closing Period. Notwithstanding the foregoing, Buyer and the Companies shall be responsible for any such demand on sales or use Tax related to the Loan Parties transfer or deemed sale of the Administrative Agent agrees to exercise its right assets of the Companies pursuant to clause (iiany election under Section 338(h)(10) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender Code or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorotherwise.

Tax Indemnification. (i) Without limiting In addition to the provisions of subsection (a) or (b) aboveother indemnification obligations in this Article IX, but without requiring the Buyer and the Surviving Corporation to be indemnified twice for the same Damages, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender Buyer and the L/C IssuerSurviving Corporation shall be indemnified and held harmless, solely from and shall make payment in respect thereof within thirty days after demand thereforto the extent of the Escrow Account, for the full amount of from and against any Indemnified Taxes or Other Taxes and all Damages (including tax filing preparation costs) suffered or incurred by such Indemnified Taxes Party arising or Other Taxes imposed or asserted on resulting from, or attributable to amounts payable under this Sectionor otherwise in connection with, without duplication, (A) withheld or deducted by the Loan Parties all Taxes (or the Administrative Agent (without duplication of any grossnon-up amount paid by a Loan Party pursuant to Section 3.01(a)payment thereof) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence Company or willful misconduct of its Subsidiaries for all taxable periods ending on or before the Administrative Agent, Lender or L/C IssuerClosing Date and, as determined under Section 9.7(c), the portion through the end of the Closing Date for any Tax period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (B) all Taxes for any Pre-Closing Tax Period of any member of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar legal requirement, (C) any and all Taxes of any Person for a Pre-Closing Tax Period imposed on the Company or its Subsidiaries as a transferee or successor, by contract, or otherwise, (D) any and all withholding Taxes required to be withheld or Taxes paid in respect of the exercise or cancellation of the Company Options, (E) any Taxes for a final Pre-Closing Tax Period (including for greater clarity payroll, withholding and nonappealable judgment other employee related Taxes) payable by the Company or one if its Subsidiaries in a country (“Other Country”) other than the one in which it was incorporated by reason of a court of competent jurisdiction. The Loan Parties shall alsoits employees or agents being present in the Other Country, and do hereby, indemnify the Administrative Agent, (F) any and shall make payment all withholding Taxes required to be withheld in respect thereof within ten days after demand therefor, for of any amount which a Lender or the L/C Issuer for any reason fails consideration payable pursuant to pay indefeasibly this Agreement to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorCompany Equityholders.

Tax Indemnification. (a) From and after the Applicable Closing Date, and without duplication, LivaNova shall indemnify and hold harmless the Purchaser Indemnitees from and against any and all Losses for (i) Without limiting Taxes attributable to the provisions ownership and operation of subsection the Transferred Assets or the Business attributable to all Pre-Closing Tax Periods, (aii) Taxes of the Transferred Subsidiaries attributable to all Pre-Closing Tax Periods, (iii) Taxes imposed on LivaNova or any of its affiliates (not including the Transferred Subsidiaries) for any taxable period except to the extent such Taxes are attributable solely to (A) Purchaser’s ownership or operation of the Transferred Subsidiaries, the Transferred Assets or the Business or (bB) aboveitems of income of the Transferred Subsidiaries arising in a Post-Closing Tax Period, (iv) any breach by LivaNova or any of its affiliates of the Loan Parties shall, representations and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment warranties contained in respect thereof within thirty days after demand therefor, for the full amount Section 3.14 or of any Indemnified covenant or agreement contained in Sections 1.05 and 9.06 and this Article X (other than a breach by a Transferred Subsidiary following the Applicable Closing Date), (v) Taxes of another person (other than a Transferred Subsidiary) imposed on a Transferred Subsidiary (A) as a transferee or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted successor due to transactions occurring on or attributable prior to amounts payable under this Sectionthe Applicable Closing, (B) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of contracts or agreements entered into (other than commercial contracts entered into in the gross negligence ordinary course of business the primary subject matter of which is not Taxes)on or willful misconduct prior to the Applicable Closing, or (C) as a result of such Transferred Subsidiary being included in any fiscal unity or consolidated, affiliated, combined, unitary or similar group at any time prior to the Administrative AgentApplicable Closing Date, Lender (vi) Transfer Taxes imposed on LivaNova pursuant to Section 10.01(b), (vii) all liability for VAT imposed on LivaNova or L/C Issuerany Seller pursuant to Section 10.02(i) and (viii) all Taxes (other than Transfer Taxes addressed in Section 10.01(b)) and VAT addressed in Section 10.02(i)) imposed in connection with the Restructuring, in each case, to the extent such liability for Taxes is not included in the determination of Net Working Capital as finally determined by a final and nonappealable judgment of a court of competent jurisdictionhereunder. The Loan Parties Notwithstanding the foregoing, LivaNova shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, not have any obligations under this Section 10.03(a) for any amount which a Lender or the L/C Issuer liability for Taxes that results from any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount breach of any such payment covenants or liability delivered to the Borrower by a Lender agreements of Purchaser or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest erroraffiliates under this Agreement.

Tax Indemnification. (i) Without limiting The Major Sellers hereby jointly and severally agree to indemnify, defend and hold harmless the provisions of subsection (a) or (b) aboveCompany, the Loan Parties shallBuyer and their respective directors, officers, shareholders, agents, Affiliates, successors and do hereby indemnify the Administrative Agent, each Lender permitted assigns from and the L/C Issueragainst, and shall make payment pay and reimburse the foregoing Persons for, any and all losses, liabilities, claims, obligations, penalties, damages, costs and expenses (including all reasonable attorneys’ fees and disbursements and other costs incurred or sustained by an Indemnitee in respect thereof within thirty days after demand thereforconnection with the investigation, for the full amount defense or prosecution of any Indemnified Taxes such claim or Other Taxes (including Indemnified Taxes any action or Other Taxes imposed proceeding between the Indemnitee and the Indemnifying Party or asserted on or attributable to amounts payable under this Section) withheld or deducted by between the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, Indemnitee and any penalties, interest and reasonable expenses arising therefrom third party or with respect theretootherwise), whether or not involving a third-party claim (collectively, “Losses”), relating to or arising out of (a) all Taxes of the Company for all taxable periods ending on or prior to the Closing Date and the portion of the taxable period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”); (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date; (c) all Taxes of any Person (other than the Company) imposed on the Company as a transferee, successor or as the alter ego of any such Indemnified Person, by contract or pursuant to Law to the extent such Taxes are related to the execution of a contract, completion of a transaction or other similar event occurring on or prior to the Closing; and (d) any and all Taxes or Other Taxes were correctly or legally Losses that may be imposed or asserted incurred on or by the relevant Governmental Authority, other than Buyer on account of the provisions of Section 281 of the Tax Act; provided that the Major Sellers shall not be responsible for penalties or interest in respect to any such amounts arising Tax liability of the Company as a result of a failure to file or a late filing of any Tax Return after the gross negligence or willful misconduct Closing Date which is the responsibility of the Administrative AgentBuyer to prepare and file in accordance with Section 7.3. Subject to the indemnification procedures of Section 10.4 relating to Third Party Claims, Lender the Major Sellers shall, jointly and severally, reimburse the Buyer for any Taxes of the Company covered by this Section 7.1 or L/C Issuerthat are the responsibility of the Major Sellers pursuant to this Section 7.1 within five (5) days after notice to the Major Sellers of the payment of such Taxes by the Buyer or the Company. Other than for CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSIONS fraud, as determined by a final in no event shall the Major Sellers be liable under this Section 7 for punitive damages for Direct Claims. For the avoidance of doubt, the parties acknowledge and nonappealable judgment agree that punitive damages awarded in favor of a court third-party in connection with a claim that is indemnifiable hereunder shall constitute direct damages of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, Indemnitee and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly be fully recoverable hereunder subject to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to limitations set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared forth in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorSection 10.

Tax Indemnification. Seller shall indemnify Company, its Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of Company and its Subsidiaries for all taxable periods ending on or before the Effective Date and the portion through the end of the Effective Date for any taxable period that includes (but does not end on) the Effective Date including all Taxes arising out of or associated with the Pre-Closing Restructuring (“Pre-Effective Date Tax Period”; and such Taxes are referred to herein as “Pre-Effective Date Taxes”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Effective Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) any and all Taxes of any Person (other than Company and its Subsidiaries) imposed on Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring on or before the Effective Date; and (iv) the Taxes and fees for which Seller is responsible as described in subsection (avi) below. Buyer shall indemnify Seller and each Affiliate of Seller and hold them harmless from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (bi) above, all Taxes (or the Loan Parties shall, non-payment thereof) of Company and do hereby indemnify its Subsidiaries for all taxable periods beginning after the Administrative Agent, each Lender Effective Date and the L/C Issuerportion after the Effective Date for any taxable period that includes (but does not end on) the Effective Date (“Post-Effective Tax Period”), (ii) all Taxes of any member of an affiliated consolidated, combined or unitary group of which Company or any of its Subsidiaries (or any successor of any of the foregoing) is a member after the Effective Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) any and all taxes of any Person (other than Company and its Subsidiaries) imposed on Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring after the Closing and (iv) the Taxes and fees for which Buyer is responsible as described in subsection (vi) below. Any amount payable under the indemnity provided under this §6(d)(i) shall be determined by reference to actual losses or expenses in the same manner as if such indemnity were for Adverse Consequences pursuant to §9 and for instance, shall be reduced by any Tax benefit accruing to any indemnified Party which is correlative to the incurring of or payment of a Tax Liability indemnified for hereunder. All claims for indemnity under this §6(d)(i) shall be considered to be Adverse Consequences subject to indemnity under §9, and shall make payment be subject to the procedures only but not the limitations specified therein except as otherwise provided in this §6(d). If a Party indemnified pursuant to this §6 receives a refund for credit or other reimbursement with respect thereof within thirty days after demand therefor, to Taxes for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable which it has been indemnified under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative AgentAgreement, such Lender party shall pay over such refund, credit or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly reimbursement to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorindemnifying Party.

Tax Indemnification. Subject to the limitations set forth in Section 5.9(g) below, and except as provided in Section 5.9(a) of this Agreement, the Company Securityholders shall, severally and not jointly, by offset in accordance with the terms set forth herein indemnify and defend the Indemnified Persons, and hold them harmless from and against any and all Damages attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection the Company and each Company Subsidiary for all Pre-Closing Tax Periods (a) or (b) abovewhich includes, the Loan Parties shall, without limitation and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount avoidance of any Indemnified doubt, all Taxes of the Company and each Company Subsidiary arising or Other Taxes (accruing up through and including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Closing Date as a result of the gross negligence transactions contemplated by this Agreement or willful misconduct the Option Agreement, and all Taxes of the Administrative Agent, Lender or L/C Issuer, as determined by a final Company and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify each Company Subsidiary arising after the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly Closing Date solely to the Administrative Agent as required by clause extent resulting from any recharacterization of payments to Company Securityholders pursuant to the Option Agreement or this Agreement in consideration for their capital stock of the Company), (ii) any liability for Taxes of this subsection; provided that any member of an affiliated, consolidated, combined or unitary group of which each of the Company or any Company Subsidiary (or any predecessor of the Company or any Company [*] Confidential treatment requested. 79 CONFIDENTIAL TREATMENT REQUESTED Subsidiary) is or was a member, on or prior to making the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) all Taxes of any person imposed on any Indemnified Person as a transferee or successor, by contract or pursuant to any law, rule or regulation as the result of transactions or events occurring with respect to the Company or a Company Subsidiary on or prior to the Closing Date, (iv) all employer Taxes associated with payments in respect of Company Options, exercises of Company Options, or other transaction-related compensation arising in contemplation of, or in connection with, the transactions contemplated by this Agreement and the Option Agreement, (v) all Taxes of the Company and any Company Subsidiary attributable to the Divestiture, (vi) any reduction in the total amount of Company NOLs determined as of the Closing Date (prior to the application of any usage limitations under the Code and its regulations) to an amount less than the difference between $[*] and the aggregate amount of income and gain recognized by the Company in connection with the Divestiture (not to exceed $[*]), and any reduction in the actual amount of orphan drug and research and development tax credits of the Company determined as of the Closing Date below $[*] (any such demand reduction of Company NOLs or Tax credits, a “Tax Benefit Reduction”), (vii) any limitation on the Loan Parties Indemnified Persons’ ability to use Company NOLs or tax credits (an “Additional Limitation”) under Sections 382 or 383 of the Administrative Agent agrees Code (or analogous state income tax laws) resulting solely from an “ownership change” of the Company within the meaning of Section 382(g) of the Code occurring on or prior to exercise its right the Closing Date, other than (A) such a limitation resulting solely from the closing of the Merger or (B) such a limitation, if any, resulting solely from execution of the Option Agreement, and (viii) the breach of any representation or warranty pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorSection 2.11 hereof.

Tax Indemnification. Except to the extent taken into account in determining the Final Working Capital, Sellers hereby agree, jointly and severally, to be liable for and to indemnify and hold Buyer and its Affiliates (including the Companies) and their respective stockholders, officers, directors, employees, agents and assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against, and pay to the Buyer Indemnified Parties the amount of, any and all losses or damages resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party, based on, attributable to, or resulting from (i) Without limiting all Taxes of or with respect to the provisions of subsection Companies (aor any predecessors thereof) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Sectionthe Purchased Assets (A) withheld for any taxable period ending on or deducted by before the Loan Parties or Closing Date, (B) for the Administrative Agent (without duplication portion of any gross-up amount paid by a Loan Party pursuant to Straddle Tax Period ending at the close of business on the Closing Date (determined as provided in Section 3.01(a6(e)(iv) and Section 6(e)(v)) and for the avoidance of doubt including any trade Tax (Gewerbesteuer) triggered on the level of Infraserv due to the transactions contemplated by this Agreement; and (C) for any taxable period ending after the Closing Date to the extent additional VAT is levied based upon Section 1 para. 1a 3rd sentence, Sections 15(a) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result 17 of the gross negligence German VAT Act and is related to supplies made or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly received prior to the Administrative Agent as required by clause Closing Date; (ii) the failure of any of the representations and warranties contained in Section 3(m) to be true and correct (determined without regard to any qualification related to materiality contained therein) or the failure to perform any covenant contained in this subsectionAgreement with respect to Taxes; (iii) any Seller Taxes; and (iv) any liability or obligation provided that for under Section 75, 73 of the German General Tax Code (Abgabenordnung) or Section 1 (para. 1a of the German VAT Act) or any similar provision which relates to Taxes incurred by Sellers or the Companies in a taxable period or portion thereof ending on or prior to making the Closing Date. By way of clarification, with respect to any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender losses or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf damages arising out of a Lender matter that constitutes both a breach of a representation or the L/C Issuerwarranty and an Excluded Liability, such losses and damages shall be conclusive absent manifest errortreated as an Excluded Liability and Sellers’ indemnification obligation hereunder shall not require Sellers to indemnify the Buyer Indemnified Parties against the same losses and damages twice.

Tax Indemnification. In addition to the indemnification obligations in ARTICLE 9 (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agentbut without duplication), each Lender Member will, on a pro- rata basis according to the aggregate consideration received by such Member, indemnify, exonerate and the L/C Issuerhold free and harmless each Buyer Indemnified Person from, against and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect theretoall Losses, whether or not such Indemnified Taxes involving a Third Party Claim incurred or Other Taxes were correctly or legally imposed or asserted suffered by the relevant Governmental AuthorityBuyer Indemnified Persons or any of them as a result of, other than arising out of or directly or indirectly relating to: (a) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any such amounts arising Tax period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar Legal Requirement, (c) any and all Taxes of any Person imposed on the Company as a result of any tax sharing agreement, arrangement, or understanding or as a transferee or successor, by contract, or otherwise (with respect to transactions, actions or events occurring on or before the gross negligence Closing), (d) any breach of, or willful misconduct inaccuracy in, any representation or warranty made by the Company or a Member in this Agreement relating to Taxes, or (e) any breach or violation of any covenant or agreement by the Company or a Member in or pursuant to this Agreement or any Ancillary Agreement relating to Taxes; provided, however, that (A) the Members will be liable for Taxes pursuant to this Section 10.1 above only to the extent such Taxes exceed the amount, if any, reserved for such Taxes on the final Working Capital statement and reflected in the final purchase price as determined for tax purposes and (B) no Member will be liable for any Taxes attributable for actions taken by the Buyer or the Company after the Effective Time, provided such actions are not in the Ordinary Course of Business and not otherwise contemplated by this Agreement . For the avoidance of doubt, no provision under ARTICLE 9 will limit the obligations of the Administrative AgentMembers with respect to any Tax Indemnity Claims brought pursuant to this ARTICLE 10. In addition to the indemnification obligations in ARTICLE 9 (but without duplication), Lender or L/C Issuerthe Buyer will indemnify, as determined by a final exonerate and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsohold free and harmless each Member from, against and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand thereforof any and all Losses, for whether or not involving a Third Party Claim incurred or suffered by such Member or any amount which of them as a Lender result of, arising out of or directly or indirectly relating to any breach or violation of any covenant or agreement by the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right Buyer in or pursuant to clause (ii) of this subsection Agreement or any Ancillary Agreement relating to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorTaxes.

Tax Indemnification. (i) Without limiting Seller shall indemnify the provisions Companies, Buyer, and each Related Person of subsection Buyer and hold them harmless from and against, without duplication, any loss, claim, liability, expense, or other damage attributable to (a) any breach of, or any inaccuracy in, any representation or warranty contained in Sections 4.15, (b) above, all Taxes (or the Loan Parties shallnon-payment thereof) of the Companies for all Taxable periods ending on or before the Closing Date and the portion of any Straddle Period (as defined below) through the end of the Closing Date (“Pre-Closing Tax Period”), and do hereby indemnify (c) any and all Taxes of any Person (other than the Administrative AgentCompany) imposed on the Companies as a transferee or successor, each Lender and by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the L/C IssuerClosing. Notwithstanding the forgoing, and Seller shall make payment in respect thereof not be responsible for indemnification of any loss, claim, liability, expense, or other damage attributable to a filing, settlement or other action taken by Buyer without the written Consent of Seller. Seller shall reimburse Buyer for any Taxes of the Companies which are the responsibility of Seller or the Companies pursuant to this Section 8.1 within thirty fifteen (15) business days after demand thereforpayment of such Taxes by Buyer or the applicable Company. Buyer shall indemnify Seller and hold it harmless from and against any loss, for the full amount of any Indemnified Taxes claim, liability, expense or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or other damage attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party Buyer’s failure to timely file complete and accurate Tax Returns pursuant to Section 3.01(a8.3. Buyer and the Companies shall indemnify Seller, and each Related Person of Seller and hold them harmless from and against, without duplication, any loss, claim, liability, expense, or other damage attributable to (a) any breach of, or any inaccuracy in, any representation or warranty contained in Sections 3.2(e), (b) or paid by the Administrative Agent, such Lender all Taxes (or the L/C Issuer, as non-payment thereof) of the case may beCompanies for all Taxable periods ending after the Closing Date and the portion of any Straddle Period following the Closing Date, and (c) any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified all Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, of any Person (other than any such amounts arising the Company) imposed on the Companies as a result of the gross negligence transferee or willful misconduct of the Administrative Agentsuccessor, Lender by contract or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuerany law, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent)rule, or by regulation, which Taxes relate to an event or transaction occurring after the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorClosing.

Tax Indemnification. Seller shall ---------------- -------------------- indemnify Buyer and its affiliates (including the Company) and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) Without limiting all liability for Taxes of the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, Company for the full amount Pre-Closing Tax Period (excluding any Taxes included in the calculation of Closing Net Working Capital (e.g., fuel taxes payable) and any Taxes that are payable as a result --- of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted transaction occurring on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or Closing Date but after the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or Closing with respect thereto, whether to the Company or not such Indemnified Taxes Buyer or Other Taxes were correctly or legally imposed or asserted by any of Buyer's affiliates which is outside of the relevant Governmental Authorityordinary course of business, other than any such amounts arising transaction expressly required by (x) this Agreement or (y) applicable law and the occurrence of which is outside of Buyer's control; provided, however, that neither clause (x) nor -------- ------- clause (y) shall be applicable to the extent that the transaction benefits Buyer (an "Extraordinary Event Tax")), (ii) all liability (as a result of Treasury ----------------------- Regulation (S) 1.1502-6(a) or otherwise) for Taxes of Seller or any other corporation (other than the gross negligence Company) which is or willful misconduct has been affiliated with Seller, (iii) all liability of the Administrative Agent, Lender Company for Taxes resulting from the 338(h)(10) election (or L/C Issuer, as determined any comparable election under state or local Tax law) contemplated by a final and nonappealable judgment Section 12(a) of a court of competent jurisdiction. The Loan Parties shall alsothis Agreement, and do hereby(iv) all liability for reasonably necessary legal fees and expenses incurred by Buyer in enforcing its rights under clause (i), indemnify the Administrative Agent(ii) or (iii) above. Buyer shall, and shall make payment in respect thereof within ten days after demand thereforcause the Company to, indemnify Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) all liability for Taxes of the Company for any amount which a Lender or taxable period ending after the L/C Issuer for any reason fails to pay indefeasibly Closing Date (except to the Administrative Agent as required by clause extent such taxable period began before the Closing Date, in which case Buyer's indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period), (ii) all liability for an Extraordinary Event Tax, (iii) all liability for Taxes attributable to a breach by Buyer of its obligations under this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise Agreement and (iv) all liability for reasonably necessary legal fees and expenses incurred by Seller in enforcing its right pursuant to rights under clause (i), (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as (iii) above. In the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to taxable period that includes (but does not end on) the Borrower by Closing Date (a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error."Straddle -------- Period"): --------

Tax Indemnification. Each Seller shall (on a joint and several basis) pay or cause to be paid to Purchaser, and shall indemnify Purchaser and its Affiliates and hold them harmless from and against, without duplication (including any such Taxes or amounts that have otherwise been paid or reimbursed pursuant to Article 7) (i) Without limiting any Taxes imposed by any applicable Law on Sellers, (ii) any Taxes (or the provisions non-payment thereof) of subsection or imposed on any Acquired Entity for any Pre-Closing Period (a) or (b) above, in the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount case of any Indemnified Straddle Period, determined in the manner set forth in Section 6.2(c)); (iii) any Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable allocated to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party Sellers pursuant to Section 3.01(a6.2(f); (iv) any Taxes arising out of or resulting from any breach by Sellers of any covenant or obligation applicable to Sellers contained in this Agreement; (v) any Taxes attributable to any breach or inaccuracy in any representation or warranty made in Section 3.15; (vi) any payroll Taxes with respect to a Pre-Closing Period that, as of immediately prior to the Closing, have been deferred by the Acquired Entities pursuant to the CARES Act or any other corresponding or similar provision of other applicable Tax Law in connection with COVID-19; (vii) all Taxes of any Affiliated Group of which any Acquired Entity (or any predecessor thereof) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or paid any analogous or similar foreign, state or local Law; (viii) all Taxes of any other Person (other than an Acquired Entity) for which any Acquired Entity is or has been liable as a transferee or successor, by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, contract (other than any such amounts arising as a contract that does not principally relate to Taxes) or otherwise, which Taxes result of from an event or transaction occurring prior to the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsoClosing, and do hereby(ix) the reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) to (viii); provided, indemnify the Administrative Agenthowever, and no Seller shall make payment in respect thereof within ten days after demand therefor, be responsible for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly such Taxes (y) unless and to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any extent such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to Taxes exceed the amount of such Taxes, if any, included in the finally determined Actual Indebtedness or Actual Company Expenses, or (z) arising out of or resulting from any such payment breach by Purchaser of any covenant or liability delivered obligation applicable to Purchaser contained in this Agreement (the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agentindemnity obligations described in this Section 6.2(a), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error“Tax Indemnification Obligations”).

Tax Indemnification. The Company and the Sellers shall indemnify the Company, the Subsidiaries, and Buyers, and hold them harmless from and against, without duplication, any loss, claim, liability, expense, or other damage attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection (a) or (b) above, each of the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender Company and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, Subsidiaries for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted all Taxable Periods ending on or attributable before the Auburn Closing Date ("PRE-CLOSING TAX PERIODS") and the portion of Taxes for all Taxable Periods that include (but does not end on) the Auburn Closing Date ("PRE-CLOSING STRADDLE PERIODS") to amounts payable under this Section) withheld the extent such Taxes are allocable to the portion of such period occurring on or deducted before the Auburn Closing Date and except for such Taxes arising from transactions by the Loan Parties or Company, Subsidiaries and Buyer outside the Administrative Agent (without duplication ordinary course of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by business after the Administrative AgentAuburn Closing on the Auburn Closing Date, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) any and all Taxes imposed on the Buyer (or Buyer Affiliate) pursuant to Code Section 951 (or any analogous or similar state or local law or regulation) with respect to the Subsidiaries and allocable to Pre-Closing Straddle Periods, (iii) all Taxes of this subsection; provided that any member of an affiliated, consolidated, combined or unitary group of which the Company or any of the Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to making the Auburn Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any such demand analogous or similar state, local, or foreign law or regulation, and (iv) any and all Taxes of any person (other than the Company and the Subsidiaries) imposed on the Loan Parties Company or any of the Administrative Agent agrees to exercise its right Subsidiaries as a transferee or successor, by contract or pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuerany law, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent)rule, or by regulation, which Taxes relate to an event or transaction occurring before the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorAuburn Closing.

Tax Indemnification. (i) Without limiting To the provisions extent in excess of subsection $15,000,000 and subject to Section 5.9(g)(iii), Seller shall indemnify Purchaser, the Company and each Company Subsidiary from and against (aA) any Taxes for any Pre-Closing Tax Period resulting from, arising out of, relating to or caused by any Liability or obligation of the Company or any Company Subsidiary for Taxes of any person other than the Company or any Company Subsidiary and all losses, claims, Liabilities, costs and expenses (including without limitation reasonable expenses of investigation and reasonable attorneys' fees and disbursements) ("Losses") relating to such Taxes (1) under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local Law), (2) as a transferee or successor, (3) by contract, or (b4) aboveotherwise, the Loan Parties shall(B) any Taxes (other than United States federal, state or local Taxes) and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment any Losses in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other such Taxes imposed on the Company or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Company Subsidiary as a result of the gross negligence or willful misconduct failure of any member of the Administrative AgentSeller Group to discharge such member's obligation in respect of such Taxes (unless such Taxes relate to a Post-Closing Period and the Company or any of its Subsidiaries is primarily liable for such Taxes), Lender (C) any breach of any representation or L/C Issuerwarranty contained in Section 3.7 (Tax Matters) or any covenant in this Section 5.9, as determined by a final (D) any Taxes and nonappealable judgment any Losses relating to such Taxes imposed on the Company or any Company Subsidiary for any Pre-Closing Tax Period, (E) any Taxes and any Losses attributable to the payment of a court of competent jurisdiction. The the Loan Parties shall alsoRepayment Amount, and do hereby, indemnify the Administrative Agent, (F) any Taxes and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly Losses attributable to the Administrative Agent as required Restructuring Transactions. Seller shall discharge its obligation to indemnify Purchaser against such Pre-Closing Tax Period Tax by clause (ii) of this subsection; provided that prior paying to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as Purchaser an amount equal to the amount of such Tax or Loss relating to such Tax. In determining (i) whether any representation or warranty contained in Section 3.7 (Tax Matters) was true and correct as of any particular date and (ii) the amount of any Losses in respect of the failure of any such payment representation or liability delivered warranty to the Borrower by a Lender be true and correct as of any particular date, any materiality standard applying to or the L/C Issuer (with a copy to the Administrative Agent), contained in such representation or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, warranty shall be conclusive absent manifest errordisregarded.

Tax Indemnification. (i) Without limiting In addition to the provisions indemnification obligations set forth in Section 9.1 above, the Effective Time Holders shall, based on the each Effective Time Holders Pro Rata Portion, severally, and not jointly, indemnify the Acquiror Indemnified Persons from and against any Damages without duplication resulting from or arising out of subsection (a) all Taxes (or the non-payment thereof) of Company or any Company Subsidiary for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Company or any Company Subsidiary (or any predecessor of Company or any Company Subsidiary) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, (c) any and all Taxes of any Person imposed on Company or any Company Subsidiary as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; and (d) any Tax imposed under Section 965 of the Code; provided, however, that in the case of clauses (a), (b), and (c) above, the Loan Parties shallEffective Time Holders shall be liable only to the extent that such Taxes exceed the amount, and do hereby indemnify if any, reserved for such Taxes on the Administrative Agent, each Lender Closing Balance Sheet. The Effective Time Holders shall reimburse Acquiror for any Taxes that are the responsibility of the Effective Time Holders within fifteen (15) Business Days after payment of such Taxes by Acquiror or the Company. The Threshold and the L/C IssuerCap shall not apply with respect to any Damages arising from the matters set forth in this Section 9.7; provided, and in no event shall make payment in respect thereof within thirty days after demand therefor, an Effective Time Holder be responsible for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable aggregate Damages under this SectionSection 9.7 and Section 9.1(a) withheld or deducted by in excess of such Effective Time Holder’s Pro Rata Portion of the Loan Parties or the Administrative Agent (without duplication of Merger Consideration; provided, however, that an Effective Time Holder shall be responsible for any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as all Damages that are a result of such Effective Time Holder’s Fraud or Willful Breach. To the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment extent that any Damages claimed in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right an Officer’s Certificate pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (Section 9.7 overlaps with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.claim for Damages pursuant to

Tax Indemnification. Seller and Seller’s Principals (iin accordance with Section 7.04) Without limiting shall indemnify, defend and hold harmless the provisions Company and Buyer from and against the entirety of subsection any Losses the Company or Buyer may suffer resulting from, arising out of, relating to, in the nature of or caused by each and all of the following: (a) any and all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date, and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”), (b) aboveany and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Loan Parties shallCompany (or any predecessor of the Company) is or was a member on or prior to the Closing Date, including pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous or similar state, local or foreign law or regulation, (c) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing Date, and do hereby indemnify the Administrative Agent, each Lender (d) any and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other all Taxes imposed or asserted on or attributable upon the Company related to any actions taken by Seller following Closing related to amounts payable under this SectionAgreement or any Ancillary Agreement, together with any costs of preparing and filing Tax Returns related to such actions. Notwithstanding the foregoing, Seller shall have no obligation and Xxxxxx and the Buyer shall indemnify Seller and the owners of the Company and Sellers for any Pre-Closing Period from and against any Losses, including but not limited to the gross up for any Taxes due and owing consisting of, or relating to, Income Taxes resulting from (x) withheld any elections made or deducted amended tax returns by the Loan Parties Company, Xxxxxx or the Administrative Agent Buyer with respect to the Company that results in any increase in Taxes being owed for any Pre-Closing Period by the Company or its owners, (without duplication y) an election under Section 338 of any gross-up amount paid by a Loan Party the Code with respect to Buyer’s acquisition of Company Units pursuant to this Agreement or any other tax treatment resulting in the transactions contemplated hereby being taxed or taxable as an asset transaction or deemed asset transaction, or (z) any breach by Buyer of Section 3.01(a)) or paid by the Administrative Agent6.06 of this Agreement; provided, such Lender or the L/C Issuerhowever, as that in the case may beof clauses (a), (b) and any penalties(c) above, interest and reasonable expenses arising therefrom or with respect thereto, whether or not Seller shall be liable only to the extent that such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result are in excess of the gross negligence or willful misconduct of amount taken into account in determining the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdictionadjustments set forth in Section 1.03(f). The Loan Parties Buyer shall also, and do hereby, indemnify pay to Seller the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right amounts due pursuant to clause (iiy), less the amounts payable to Xxxxxx pursuant to Section 1.03(f) which remain unpaid, above within ten (10) Business Days after final determination of this subsection the Allocation pursuant to set off Section 6.08, which payment will fully satisfy Buyer and apply all amounts paid by the Loan Parties Xxxxxx’x obligations pursuant to clause (y). Notwithstanding anything to the Administrative Agent for contrary herein, the account total of such Lender all indemnification obligations of Seller, Buyer, Xxxxxx or the L/C Issuer, Company pursuant to this Section 6.01 shall not be limited as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared specified in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorArticle VI.

Tax Indemnification. Seller shall indemnify, defend, and hold harmless Purchaser from and against any and all Damages for: (i) Without limiting Transfer Taxes required to be paid by Seller pursuant to this Agreement; (ii) Taxes of or imposed upon the Acquired Entities with respect to any Pre-Closing Periods, and for any Straddle Periods but only with respect to the portion of such Straddle Period ending on the Closing Date and as determined in the manner provided in Section 6.7 of this Agreement; (iii) Taxes imposed on any member of an affiliated, consolidated, combined or unitary group of which any of the Acquired Entities (or any predecessor of any Acquired Entity) is or was a member on or prior to the Closing Date, including under Treasury Regulations Section 1.1502-6 (and corresponding provisions of subsection (a) state, local, or (b) aboveforeign Law), for any taxable period ending on or before, or that includes, the Loan Parties shallClosing Date, and do hereby indemnify the Administrative Agentor as a transferee or successor, each Lender and the L/C Issuerpursuant to any Tax Indemnification Agreement, and shall make payment in respect thereof within thirty days after demand thereforor similar contract or arrangement, for the full amount of any Indemnified Taxes or Other Taxes otherwise; (including Indemnified Taxes or Other iv) Taxes imposed on or asserted on related or attributable to amounts payable under this Section(A) withheld the Excluded Assets, (B) the Excluded Subsidiaries, (C) the Excluded Subsidiaries Sale Transaction or deducted by (D) the Loan Parties or deduction of the Administrative Agent (without duplication Tender Offer Expenses to the extent that the disallowance of any gross-up amount paid by such deduction of the Tender Offer Expenses results in a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or Tax with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount to which a Lender or the L/C Issuer for any reason fails Purchaser is entitled to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right indemnification pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account Section 6.8 (it being understood that this part (D) is intentionally duplicative of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii)); (v) any breach by Seller of any of the covenants and obligations contained in Section 6.7 of this subsectionAgreement; and (vi) the breach or inaccuracy of the representations and warranties set forth in Section 3.14 of this Agreement. A certificate, prepared All amounts payable or to be paid under this Section 6.8 shall be paid by Seller in good faith immediately available funds within five (5) Business Days after the receipt of a written request from Purchaser. The parties hereto agree to treat any payment made pursuant to this Section 6.8 and Article IX as an adjustment to the amount of any such payment or liability delivered Purchase Price for all Tax purposes, except as required under applicable Law. In no event shall the indemnities provided for in this Section 6.8 be subject to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf provisions of a Lender or the L/C Issuer, shall be conclusive absent manifest errorArticle IX of this Agreement.

Tax Indemnification. (i) Without limiting Seller shall indemnify the provisions of subsection Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any of the Tax Representations; (b) aboveany Loss attributable to any breach or violation by Seller of, or failure of Seller to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Loan Parties shallCompany or relating to the business of the Company for all Pre-Closing Tax Periods, including but not limited to, any income tax, value added tax, customs duties or similar taxes resulting from any breach of the IMMEX status of the Mexican Subsidiaries in Pre-Closing Tax Periods; (d) all income or franchise Taxes of any member of an Affiliated Group (other than an Affiliated Group that includes Buyer or any of its Affiliates (other than the Company and do hereby indemnify its Subsidiaries)) of which the Administrative AgentCompany or any of its Subsidiaries (or any predecessor of the Company or its Subsidiaries) is or was a member on or prior to the Closing Date that are imposed on the Company or its Subsidiaries under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law (but excluding any such liability for such Taxes to the extent directly or indirectly attributable to membership in any Affiliated Group for any period (or any portion of a period) beginning after the Closing Date); and (e) any and all Taxes of any Person imposed on the Company or its Subsidiaries arising under the principles of transferee or successor liability or by contract, if the liability for such Taxes relates to an event or transaction both occurring before the Closing Date and effected or entered into by the Company or any of its Subsidiaries prior to the Closing Date, in each Lender of the above cases, together with any out-of-pocket fees and the L/C Issuerexpenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided, however, that Seller shall not be responsible for, and shall make payment in respect thereof within thirty days after demand thereforhave no obligation to indemnify and hold Company, for the full amount of Buyer, or any Indemnified Buyer Indemnitee harmless from and against (1) Taxes or Other Taxes resulting from (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionA) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand transactions occurring on the Loan Parties Closing Date after the Administrative Agent agrees to exercise its right pursuant to clause Closing outside the ordinary course of business or (iiB) any breach by Buyer of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative AgentSection 6.01(c), or (2) Taxes, to the extent such Taxes are treated as a liability in the calculation of Closing Working Capital. Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.02 within ten (10) Business Days after payment of such Taxes by the Administrative Agent on its own behalf or on behalf of a Lender Buyer or the L/C IssuerCompany, which reimbursements, in the aggregate, shall be conclusive absent manifest errornot exceed an amount equal to the Purchase Price.

Tax Indemnification. (i) Without limiting From and after the provisions Closing Date, the Effective Time Holders shall severally and not jointly in accordance with their respective Pro Rata Portions indemnify, defend and hold harmless each Parent Indemnified Person from, against and in respect of subsection any and all Losses that constitute or that result from, arise out of or relate to, directly or indirectly (a) Taxes (or the non-payment thereof) of the Company Group for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) above, any Taxes of the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes Company Group or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or Parent with respect thereto, whether to an adjustment under 481(a) of the Code (or not such Indemnified Taxes any corresponding or Other Taxes were correctly similar provision of state or legally imposed local law) by reason of a change in method of accounting from the cash and receipts method to the accrual method made or asserted by the relevant Governmental Authority, other than any such amounts arising required to be made as a result of the gross negligence Contemplated Transaction; (c) all Taxes of any member of an affiliated, consolidated, combined or willful misconduct unitary group of which the Administrative AgentCompany Group is or was a member on or prior to the Closing Date, Lender including pursuant to Treasury Regulation Section 1.1502-6 or L/C Issuer, as determined by a final any analogous or similar Legal Requirement and nonappealable judgment (d) any and all Taxes of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify any Person imposed on the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, Company Group for any amount which period as a Lender transferee or successor, by Legal Requirement, by Contractual Obligation, or otherwise with respect to a transaction or event occurring on or prior to the L/C Issuer Closing Date; (e) all Taxes of any Person imposed on the Company Group as a result of any tax sharing agreement (other than customary agreements or arrangements with customers, vendors, lessors, lenders and the like or other agreements that do not relate primarily to Taxes) entered into on or prior to the Closing Date for any reason fails Pre-Closing Tax Period; (f) one half of all transfer Taxes; and (g) all Taxes described in Section 2.03 (Withholding); provided, that the Effective Time Holders will not be required to pay indefeasibly reimburse Parent for any such Taxes to the Administrative Agent extent reflected as required by clause (ii) a Liability in the calculation of this subsection; provided that prior to making any such demand on Closing Net Working Capital, or included in the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender Company Transaction Expenses or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to Closing Indebtedness as set forth on the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorFinal Closing Balance Sheet.

Tax Indemnification. (i) Without limiting The Sellers shall indemnify the provisions of subsection Company, Parent, the Surviving Corporation, and each Parent Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any of the representations and warranties set forth in Section 3.10; (b) aboveany Loss attributable to any breach or violation by the Sellers of, or failure of the Loan Parties shallSellers to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods; (d) all income or franchise Taxes of any member of an Affiliated Group (other than an Affiliated Group that includes Parent or any of its Affiliates (other than the Company and do hereby indemnify its Subsidiaries)) of which the Administrative AgentCompany or any of its Subsidiaries (or any predecessor of the Company or its Subsidiaries) is or was a member on or prior to the Closing Date that are imposed on the Company or its Subsidiaries under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law (but excluding any such liability for such Taxes to the extent directly or indirectly attributable to membership in any Affiliated Group for any period (or any portion of a period) beginning after the Closing Date); and (e) any and all Taxes of any Person imposed on the Company or its Subsidiaries arising under the principles of transferee or successor liability or by contract, if the liability for such Taxes relates to an event or transaction both occurring before the Closing Date and effected or entered into by the Company or any of its Subsidiaries prior to the Closing Date, in each Lender of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided, however, that the L/C IssuerSellers shall not be responsible for, and shall make payment in respect thereof within thirty days after demand thereforhave no obligation to indemnify and hold the Company, for Parent, the full amount Surviving Corporation or any Parent Indemnitee harmless from and against (1) Taxes resulting from any breach by Parent of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent7.1(c), or (2) Taxes, to the extent such Taxes are treated as a liability in the calculation of Closing Working Capital. The Representative and the Sellers shall reimburse Parent for any Taxes of the Company that are the responsibility of the Sellers pursuant to this Section 7.2 within ten (10) Business Days after payment of such Taxes by the Administrative Agent on its own behalf or on behalf of a Lender Parent or the L/C IssuerCompany. Notwithstanding anything to the contrary set forth herein, the obligation of the Sellers to indemnify and hold harmless the Company, Parent, the Surviving Corporation and each Parent Indemnitee, from and against any of the matters set forth in the first sentence of this Section 7.2 shall be conclusive absent manifest errorgoverned solely by this Section 7.2.

Tax Indemnification. Each Principal shall jointly and severally indemnify the Company, its Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and against, without duplication, any Damages attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (abut does not end on) the Closing Date (the “Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (bor any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, the Loan Parties shallPrincipals shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and do hereby indemnify Tax income) on the Administrative Agent, each Lender face of the Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the L/C Issuer, and purchase price adjustment under Section 2.5. The Principals shall make payment in respect thereof reimburse the Buyer for any Taxes of the Company or its Subsidiaries that are the responsibility of the Principals pursuant to this Section 10.2 within thirty fifteen (15) business days after demand therefor, for the full amount payment of any Indemnified such Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or Buyer, the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent)Company, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorSubsidiaries.

Tax Indemnification. Seller shall be solely responsible for and shall indemnify, defend and hold the Buyer Indemnified Parties harmless from and against any and all (x) Losses resulting from or arising out of any breach of any representation or warranty of Seller contained in Section 3.20 and (y) Taxes incurred or payable by BMT for all periods prior to the Closing, including all withholding Taxes on wages, other remuneration, social security and benefits in kind paid to the employees of BMT prior to the Closing Date and all Taxes resulting from any payments made under the Jamaica Loan prior to the Closing or the repayment of the Jamaica Loan or any cancellation thereof required by Section 2.1(c), except for the following Taxes: (i) Without limiting Taxes that are accrued as "current liabilities" on the provisions Closing Balance Sheet, after any adjustment pursuant to Section 2.1(e), (ii) Taxes accrued as long- term Liabilities on or otherwise disclosed in the March Financial Statements, (iii) Taxes that are long-term Liabilities on the Closing Balance Sheet, to the extent arising in the Ordinary Course of subsection (a) or (b) aboveBusiness since March 31, the Loan Parties shall2006, and do hereby indemnify (iv) incremental Taxes that result from Buyer's breach of Section 8.2 or 8.3(c). Buyer shall be solely responsible for and Washington Group International shall indemnify, defend and hold the Administrative AgentSeller Indemnified Parties harmless from and against, each Lender (i) all Taxes incurred or payable by BMT for all periods after the Closing Date, including all withholding Taxes on wages, other remuneration, social security and benefits in kind paid to the L/C Issueremployees of BMT after the Closing Date, and (ii) all incremental Taxes for Pre-Closing Periods that result from Buyer's breach of Section 8.2 or 8.3(c). Buyer shall not, and shall cause BMT not to, change or make payment any Tax elections, change any method of accounting with respect to Taxes, file any amended Tax Return or consent to any extension or waiver of the limitation period applicable to any Tax matter in respect thereof within thirty days each case that relates to or affects or would or is reasonably expected to affect BMT's Liability for Taxes for periods prior to the Closing. Taxes attributable to Straddle Periods shall be apportioned to periods ending on or before the Closing Date and periods starting after demand thereforthe Closing Date by means of a closing of the books and records of BMT as of the close of business on the Closing Date and, for to the full amount extent not susceptible to such allocation, by apportionment on the basis of elapsed days. Buyer shall control the defense and settlement of any Indemnified Tax audit or administrative or court proceeding relating to Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionperiod; provided provided, however, that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared Buyer shall cooperate in good faith as to the amount of with Seller (at their respective expenses) in connection with any such payment audit or liability delivered proceeding relating to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), affecting Taxes for any Pre-Closing Period or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, Straddle Period and there shall be conclusive absent manifest errorno settlement or closing or other agreement with respect to or affecting Taxes for any Pre-Closing Period or Straddle Period without the consent of Seller, which consent will not be unreasonably withheld or delayed.

Tax Indemnification. (i) Without limiting Subject to Section 9.04(c), Sellers shall jointly and severally indemnify the provisions of subsection Company, each Subsidiary, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.22; (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or Loss attributable to amounts payable under any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Sellers in this SectionARTICLE VII; (c) withheld or deducted by all interest and penalties related to Taxes of the Loan Parties or Company and each Subsidiary for all Pre-Closing Tax Periods to the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant extent such Taxes were required to Section 3.01(a)) or have been paid by the Administrative Agent, such Lender Company or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly its Subsidiaries prior to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off Closing and apply all amounts were not paid by the Loan Parties Company or any of its Subsidiaries prior to the Administrative Agent Closing; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company and each Subsidiary (or any predecessor of the Company or each Subsidiary) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company or any Subsidiary arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, provided, however, that Sellers shall not have any liability for any Taxes resulting from any transaction engaged in by the account Company or any Subsidiary of the Company not in the ordinary course of business on the Closing Date after Buyer’s purchase of all the outstanding Units. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection therewith, Sellers shall jointly and severally reimburse Buyer for any Taxes of the Company or any Subsidiary that are the responsibility of Sellers pursuant to this Section 7.03 within ten (10) Business Days after payment of such Lender Taxes by Buyer, the Company or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorSubsidiary.

Tax Indemnification. To the extent not otherwise accrued for in the Final Working Capital Amount, Sellers shall indemnify SGM and hold SGM harmless from and against any Adverse Consequences attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection SGM for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (abut does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which SGM (bor any predecessor or current or former affiliate of any of the foregoing) aboveis or was a member on or prior to the Closing Date, the Loan Parties shallincluding pursuant to Treasury Regulation Section 1.1502-6 (or any analogous provision of state, local or foreign Tax Law), and do hereby indemnify (iii) any and all Straddle Period Taxes allocable to Sellers for the Administrative Agent, each Lender and Pre-Closing Tax Period. Sellers shall reimburse SGM for any Taxes that are the L/C Issuer, and shall make payment in respect thereof responsibility of Sellers pursuant to this Section 8 within thirty fifteen (15) business days after demand thereforpayment of such Taxes by Buyer, an Affiliate of Buyer or SGM. Buyer shall indemnify each Seller and hold them harmless from and against any Adverse Consequences attributable to (i) all Taxes (or the non-payment thereof) of SGM for all taxable periods ending after the full amount Closing Date for any taxable period that is on or after the Closing Date (“Post-Closing Tax Period”), (ii) all Taxes of any Indemnified Taxes member of an affiliated, consolidated, combined or Other Taxes unitary group of which SGM (including Indemnified Taxes or Other Taxes imposed any current or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication former affiliate of any gross-up amount paid by of the foregoing) is or becomes a Loan Party member after the Closing Date, including pursuant to Treasury Regulation Section 3.01(a1.1502-6 (or any analogous provision of state, local or foreign Tax Law), (iii) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, any and all Taxes of any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, Person (other than SGM) imposed on SGM as a transferee or successor, by contract or pursuant to any such amounts arising Law, which Taxes relate to an event or transaction occurring after the Closing, (iv) any Taxes related to or as a result of the gross negligence transactions contemplated hereby, (v) any Taxes related to or willful misconduct as a result of any elections made by SGM, Buyer or an affiliate of Buyer after the Administrative AgentClosing even if such Taxes are attributable to a Pre-Closing Tax Period, Lender or L/C Issuer, as determined by a final (vi) any and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsoall Straddle Period Taxes allocable to Buyer for the Post-Closing Tax Period, and do hereby, indemnify (vii) all Taxes for Pre-Closing Tax Period accrued for in the Administrative Agent, and Final Working Capital Amount. Buyer shall make payment in respect thereof reimburse Sellers for any Taxes that are the responsibility of Buyer pursuant to this Section 8 within ten fifteen (15) business days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account payment of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required Taxes by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorSellers.

Tax Indemnification. (a) From and after the Closing, the Moneda Shareholders hereby agree, on a several and not joint basis, to indemnify PIL and each of its Affiliates (including the Acquired Companies after the Closing Date) (collectively, the “PIL Tax Indemnified Parties”) and hold the PIL Tax Indemnified Parties harmless from and against (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Pre-Closing Taxes (including Indemnified any Taxes or Other Taxes directly resulting from the Pre-Closing Reorganization) imposed or asserted on or in respect of the Acquired Companies, (ii) any Pre-Closing Taxes of any other person (including the Moneda Shareholders or any of their Affiliates (other than the Acquired Companies)) for which an Acquired Company is liable as a transferee or successor, by contract entered into prior to the Closing Date or otherwise (excluding agreements entered into in the ordinary course of business that are not primarily related to Taxes), (iii) any Taxes directly resulting from the MAM II HoldCo Merger described in Section 2.2 of this Agreement which are imposed on the Moneda Shareholder or MAM II HoldCo or its subsidiaries, and (iv) reasonable legal fees and expenses attributable to amounts payable under this Sectionany item in clause (i) withheld through (iii) above; provided that the Moneda Shareholders shall not be required to pay or deducted by cause to be paid, or to indemnify or hold harmless the Loan PIL Tax Indemnified Parties or from and against any Taxes to the Administrative Agent extent such Taxes (without duplication i) were included as a liability in the calculation of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)the Total Cash Consideration, (ii) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising arise as a result of the gross negligence violation of Section 8.3 (Amendment of Tax Returns; Similar Items), or willful misconduct (iii) were incurred by reason of a transaction outside of the Administrative Agentordinary course of business entered into after the Closing on the Closing Date, Lender or L/C Issuerother than as otherwise expressly contemplated by this Agreement (the Taxes for which the Moneda Shareholders are required to indemnify PIL pursuant to this Section 8.1(a), as determined by a final and nonappealable judgment of a court of competent jurisdictionthe “Moneda Shareholder Indemnified Taxes”). The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly Notwithstanding anything to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuercontrary herein, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any Moneda Shareholder Indemnified Taxes payable by each Moneda Shareholder shall not exceed such payment or liability delivered to Moneda Shareholder’s Pro Rata Share of the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or aggregate Moneda Shareholder Indemnified Taxes payable by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorMoneda Shareholders.

Tax Indemnification. (a) From and after the Closing, except for Taxes accrued or reserved for and specifically identified as such in the Final Closing Balance Sheet and which can be determined to be accrued or reserved with respect to the item for which indemnification is sought hereunder and taken into account in the Final Adjustment Statement and in the determination of the Final Post-Closing Adjustment, the Sellers shall indemnify, save and hold harmless the Buyer Indemnitees from and against (collectively, “Seller Taxes”) (i) Without limiting all liability for Taxes of the provisions Acquired Companies for all Pre-Closing Tax Periods, (ii) any and all damages arising out of, resulting from or incident to any breach by the Sellers of subsection any covenant contained in Section 8.2.4, (aiii) any increase in Tax liability for a Pre-Closing Tax Period or Post-Closing Tax Period imposed on the Acquired Companies due to the application of Code Section 280G to any payments made by an Acquired Company, and (iv) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or (ba comparable state or local Tax provision) abovefor Taxes of any Person which is or has been an Affiliate of the Acquired Companies during a Pre-Closing Tax Period; provided, however, that the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, Sellers shall not be liable for or pay and shall make payment in respect thereof within thirty days after demand therefornot indemnify, defend, save or hold harmless the Buyer Indemnitees for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes collectively, “Excluded Taxes”) imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Acquired Companies as a result of the gross negligence transactions occurring on or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly prior to the Administrative Agent as required by clause Closing Date that are properly allocable (iibased on, among other relevant factors, factors set forth in Treasury Regulation 1.1502-76(b)(1)(ii)(B)) to periods after the Closing Date. For the avoidance of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply doubt, all amounts items paid by the Loan Parties Company on the Closing Date shall be deemed to have been paid by the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, Company during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorfinal Pre-Closing Tax Period.

Tax Indemnification. Subject in each case to Sections 8(f), 8(g), and 11(m), the Sellers shall be responsible for and shall pay, and shall indemnify and hold the Buyer and any of its assignees and Subsidiaries and their respective officers, directors, employees and agents (each a "Tax Indemnitee") harmless from and shall reimburse such Tax Indemnitee for any and all Taxes of or attributable to the Acquired Assets, the Target Companies or the Target Subsidiaries, and any expenses or other losses related thereto that are incurred, suffered or accrued, (A) for any Pre-Closing Period to the extent such Taxes exceed the reserve for Non-Income Tax liabilities included in the Closing Date Pro Forma Balance Sheet, and (B) for (i) Without limiting any obligation to contribute to the provisions payment of subsection (a) a Tax determined on a consolidated, combined, or (b) above, unitary basis with respect to any group of which a Target Company or Target Subsidiary is a member prior to the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment Closing for Taxes in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsoPre-Closing Period or a taxable period which includes the Closing Date, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) any Taxes of any Person (other than Buyer or its Affiliates) as transferee or successor by contract or otherwise for Taxes in respect of a Pre-Closing Period or (iii) subject to Section 8(a), any misrepresentation, inaccuracy or breach of any representation, or any breach of a warranty or covenant, related to Taxes by any of the Seller, the Share Sellers, the Asset Sellers and/or any of their subsidiaries contained in this subsectionAgreement (or in any certificate, document, list or schedule delivered to Buyer or any of its Subsidiaries hereunder) (any of the foregoing, a "Tax Loss"); provided that prior provided, however, no Tax Loss may be claimed under this Section 9 by any Tax Indemnitee other than a single or aggregated Tax Loss in excess of $100,000. Notwithstanding anything to making any such demand on the Loan Parties contrary in this Agreement and for the Administrative Agent agrees to exercise its right avoidance of doubt, Seller shall have no indemnification obligation pursuant to the foregoing clause (iiB) of this subsection to set off and apply all amounts paid by for Taxes included in the Loan Parties to reserve for Non-Income Tax liabilities included in the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorClosing Date Pro Forma Balance Sheet.

Tax Indemnification. (i) Without limiting Seller shall indemnify the provisions of subsection Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any of the Tax Representations; (b) aboveany Loss attributable to any breach or violation by Seller of, or failure of Seller to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Taxes of the Loan Parties shallCompany or relating to the business of the Company for all Pre-Closing Tax Periods; (d) all income or franchise Taxes of any member of an Affiliated Group (other than an Affiliated Group that includes Buyer or any of its Affiliates (other than the Company and its Subsidiaries)) of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date that are imposed on the Company or its Subsidiaries under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law (but excluding any such liability for such Taxes to the extent directly or indirectly attributable to membership in any Affiliated Group for any period (or any portion of a period) beginning after the Closing Date); and do hereby indemnify (e) any and all Taxes of any Person imposed on the Administrative AgentCompany and/or its Subsidiaries arising under the principles of transferee or successor liability or by contract, if the liability for such Taxes relates to an event or transaction both occurring before the Closing Date and effected or entered into by the Company or any of its Subsidiaries prior to the Closing Date, in each Lender of the above cases, together with any out-of-pocket fees and the L/C Issuerexpenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided, however, that Seller shall not be responsible for, and shall make payment in respect thereof within thirty days after demand thereforhave no obligation to indemnify and hold Company, for the full amount of Buyer, or any Indemnified Buyer Indemnitee harmless from and against (1) Taxes or Other Taxes resulting from (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionA) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand transactions occurring on the Loan Parties Closing Date after the Administrative Agent agrees to exercise its right pursuant to clause Closing outside the ordinary course of business or (iiB) any breach by Buyer of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative AgentSection 6.01(c), or (2) Taxes, to the extent such Taxes are treated as a liability in the calculation of Closing Working Capital. Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.02 within ten (10) Business Days after payment of such Taxes by the Administrative Agent on its own behalf or on behalf of a Lender Buyer or the L/C IssuerCompany, which reimbursements, in the aggregate, shall be conclusive absent manifest errornot exceed an amount equal to the Purchase Price.

Tax Indemnification. The Seller shall indemnify the Buyer Parties and hold them harmless from and against (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection (a) the Company for all taxable periods ending on or (b) above, before the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender date hereof and the L/C Issuerportion through the end of the date hereof for any taxable period that includes (but does not end on) the date hereof (each such taxable period, and shall make payment in respect thereof within thirty days after demand therefora “Pre-Closing Tax Period”), for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than excluding any such amounts arising as a result Taxes that constitute Net Overhead Capitalization Tax Cost (which Taxes are the subject of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that Section 8.1(c)), (ii) 50% (fifty percent) of any Net Overhead Capitalization Tax Cost, (iii) all Taxes of any member of an Affiliated Group of which the Company (or any predecessor thereof) is or was a member on or prior to making the date hereof, (iii) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing, (iv) any and all Taxes for all taxable periods (and the portion of any Straddle Periods) beginning after the date of Closing that are attributable to any breach of the representations set forth in Section 4.10(xiv) (without regard to any disclosures made with respect to such representations to Buyer in the Disclosure Schedules or otherwise), excluding any such demand on Taxes that constitute Net Overhead Capitalization Tax Cost (which Taxes are the Loan Parties the Administrative Agent agrees to exercise its right pursuant to subject of clause (ii) of this subsection Section 8.1(c)), and (v) any and all employment and payroll Taxes imposed with respect to set off compensatory payments required to be made in connection with the transactions contemplated hereby, excluding, with respect to any such item, the amount (if any) of such item that was taken into account as Indebtedness or Transaction Expenses as finally determined pursuant to Section 2.3. For the avoidance of doubt and apply all amounts paid purposes of clarity, (A) the fifty percent (50%) portion of the Net Overhead Capitalization Tax Cost that is not an indemnification obligation of the Seller pursuant to this Section 8.1(c) shall constitute a cost that is economically borne by the Loan Parties Buyer through its ownership of the Company following the Closing and (B) a mutually agreed narrative description of concept of Net Overhead Capitalization Tax Cost is set forth on Schedule 8.1(c). Notwithstanding any other provision of this Agreement to the Administrative Agent for contrary, the account of such Lender obligations under this Section 8.1(c) shall survive indefinitely or until the L/C Issuer, as the case may be, during the period of 30 days following the latest date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required permitted by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorlaw.

Tax Indemnification. Sellers shall, jointly and severally, indemnify and hold harmless Buyer and each Company and its Subsidiaries from and against (i) Without limiting any liability for Taxes attributable to a breach or inaccuracy of a representation, warranty or covenant contained in Section 4.24 or Article XI, (ii) any liability for Taxes for any Company or any of its Subsidiaries attributable to the provisions Pre-Closing Period in excess of subsection (a) or (b) above, the Loan Parties shallamount reserved in the Closing Balance Sheet, and do hereby indemnify (iii) any liability for Taxes under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision under state, local or foreign law) attributable to Seller or any Affiliate of Seller (other than the Administrative AgentCompanies or their Subsidiaries). Refunds. Sellers shall be entitled to any refunds of Taxes (including interest thereon) actually received by Buyer or an Affiliate of Buyer which were paid by Sellers, each Lender and any Company or any of their Subsidiaries (other than those reflected as assets on the L/C IssuerClosing Balance Sheet) payable with respect to the operations of any Company or any of its Subsidiaries for any period included in the Pre-Closing Period, other than refunds resulting from a carryback of a tax attribute of any Company or any of its Subsidiaries from a period beginning after the Pre-Closing Period to a period included in the Pre-Closing Period. Buyer shall be entitled to all other refunds of Taxes with respect to the operations of any Company or any of its Subsidiaries. Refunds to which Sellers are not entitled shall be retained by Buyer or an Affiliate of Buyer, and shall make payment in respect thereof not be paid to Sellers, and if received by Sellers, shall be paid over to Buyer within thirty days fifteen (15) Business Days after demand therefor, receipt. Filing of Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the full amount of any Indemnified Taxes or Other Taxes each Company and its Subsidiaries for all (including Indemnified Taxes or Other Taxes imposed or asserted i) taxable years ending on or attributable prior to amounts payable under this Sectionthe Closing Date which are filed after the Closing Date, (ii) withheld taxable years beginning prior to the Closing Date and ending after the Closing Date, and (iii) taxable years beginning after the Closing Date. Buyer shall permit Sellers to review and comment on each Tax Return described in (i) and (ii) above prior to filing. Sellers shall reimburse Buyer for Taxes paid in (i) and (ii) above within fifteen (15) days of payment by Buyer or deducted by an Affiliate of Buyer to the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party extent such Taxes are subject to Sellers' obligation to indemnify Buyer pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error11.2.

Tax Indemnification. (A) In addition to any of the other indemnification obligations arising under this Agreement, Seller hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Agreement, to indemnify, defend and hold the Seller Indemnitees harmless from and against any Losses that any of the Seller Indemnitees shall incur or suffer, regardless of any Knowledge of Buyer of such Loss or Losses at the time of the Closing, resulting from or relating to (1) any and all liability for Taxes (i) Without limiting of the provisions Companies related to any taxable period ending on or prior to the Closing Date and the portion ending on the Closing Date of subsection any taxable period that includes (abut does not end on) or such day (b"Pre-Closing Tax Period") above, but only to the Loan Parties shallextent such Taxes have not been accrued for on the Final Closing Balance Sheet and (ii) attributable to Pre-Closing Tax Periods which result from the Elections contemplated by Section 8.8 of this Agreement, and do hereby (2) any enforcement of this indemnity. Notwithstanding the foregoing, Seller shall not indemnify any Seller Indemnitee from any liability for Taxes attributable to any action taken after the Administrative AgentClosing by Buyer, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount any of any Indemnified Taxes or Other Taxes its affiliates (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by any of the Loan Parties or the Administrative Agent Companies), (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as action expressly required by clause applicable law or by this Agreement) (iia "Buyer Tax Act") or attributable to a breach by Buyer of its obligations under this Agreement (including but not limited to Buyer's covenants under Article 8 of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as Agreement). In the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to taxable period that includes (but does not end on) the Borrower by Closing Date (a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error."Straddle Period"):

Tax Indemnification. (a) After the Closing, the Seller Indemnitors shall be jointly and severally liable for and pay, and the Seller Indemnitors shall jointly and severally indemnify and hold harmless each Purchaser Group Member from and against, any and all Indemnifiable Losses due to: (i) Without limiting all Taxes imposed on or with respect to a Seller, or for which a Seller may otherwise be liable, attributable to any and all taxable years or periods (other than (A) Non-Income Taxes imposed on or with respect to the provisions of subsection (a) or (b) aboveBusiness, the Loan Parties shallPurchased Assets or a Purchased Subsidiary and (B) any Income Taxes attributable to transactions or other activities of Purchaser or its Affiliates entered into or occurring after the Closing on the Closing Date that are not expressly contemplated by this Agreement, to the extent such transactions or activities are not entered into or do not occur in the ordinary course of business); (ii) Income Taxes imposed on or with respect to the Business, the Purchased Assets or any Purchased Subsidiary attributable to any Pre-Closing Tax Period (other than any Income Taxes attributable to transactions or other activities of Purchaser or its Affiliates entered into or occurring after the Closing on the Closing Date that are not expressly contemplated by this Agreement, to the extent such transactions or activities are not entered into or do not occur in the ordinary course of business); and do hereby indemnify the Administrative Agent(iii) Taxes imposed on or with respect to a Seller or a Purchased Subsidiary, each Lender and the L/C Issueror for which a Seller or a Purchased Subsidiary may otherwise be liable, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount as a result of having been a member of any Indemnified Taxes or Other Taxes Company Group (including Indemnified Taxes for which a Seller or Other Taxes imposed a Purchased Subsidiary is or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party may be liable pursuant to Section 3.01(a)) 1.1502-6 of the Treasury regulations or paid by the Administrative Agentsimilar provisions of state or local Law as a result of having been a member of any Company Group, such Lender and any Taxes resulting from a Seller or the L/C Issuera Purchased Subsidiary ceasing to be a member of any Company Group, as the case may be), it being understood and agreed, for the avoidance of doubt, that the Seller Indemnitors shall be jointly and severally liable for and pay, and shall jointly and severally indemnify and hold harmless each Purchaser Group Member from and against, any penaltiesand all Indemnifiable Losses due to, interest and reasonable expenses arising therefrom any Income Taxes incurred by a Seller or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by Purchased Subsidiary attributable to the relevant Governmental Authority, other than any such amounts arising Pre-Closing Tax Period as a result of or relating to the gross negligence or willful misconduct transactions contemplated by this Agreement (including the sale of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right Purchased Assets pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative AgentAgreement), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. The Member shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any and all Losses attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.21 or otherwise with respect to Taxes; (b) any and all Losses attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article 7; (c) any and all Losses related to Taxes of or payable by or with respect to the Company or its business or assets for all Pre-Closing Tax Periods, including (i) Without limiting any and all Taxes deferred pursuant to any COVID-19 Law regardless of when due and payable, (ii) any and all Taxes (or other Liabilities) related to any “imputed underpayment” (within the provisions meaning of subsection Section 6225 of the Code (aand similar applicable Laws)) attributable to a Pre-Closing Tax Period, and (iii) any and all Taxes related to any PTET Election filed with respect to any Pre-Closing Tax Period; (d) any and all Losses related to Taxes of any member of an affiliated, consolidated, combined, unitary or other Tax group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date; (e) any and all Losses related to Taxes of any Person imposed on or payable by the Company (or an owner thereof) arising under the principles of transferee or successor liability or by Contract, Law (including Treasury Regulations Section 1.1502-6) or otherwise, relating to an event or transaction occurring before the Closing Date; (bf) aboveany and all Losses related to Taxes of the Member, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes including those arising directly or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising indirectly as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final Transactions; and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, (g) any and do hereby, indemnify the Administrative Agent, all Losses related to Taxes required to be borne and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties Member under Section 7.1(b) (any and all Taxes identified in clauses (c) through (f) hereof, “Pre-Closing Taxes”). The Member shall reimburse Buyer by wire transfer of immediately available funds for any Losses or Taxes that are the responsibility of the Member pursuant to this Section 7.3 no later than ten (10) Business Days prior to the Administrative Agent for the account date on which payment of such Lender Losses or Taxes is due by Buyer or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorCompany.

Tax Indemnification. Except to the extent of any reserves reflected on the Final Balance Sheet (other than any reserve for deferred Taxes established to reflect timing differences between income calculated for Tax purposes and income determined under GAAP), Parent shall indemnify the Companies, the Subsidiaries, Buyer, Newport and each of their Affiliates and hold them harmless from and against any Claims and Liabilities attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection the Companies and the Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (a“Pre-Closing Tax Period”), (ii) all Taxes for any full or partial Tax period ending on or before the Closing Date of any member of an affiliated, consolidated, combined or unitary group of which a Company or any Subsidiary (bor any predecessor of any of the foregoing) aboveis or was a member (and neither Newport nor Buyer was a member) on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) all Taxes resulting from the Loan Parties shallSection 338(h)(10) Election, and do hereby indemnify the Administrative Agent, each Lender (iv) any and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount all Taxes of any Indemnified Person (other than a Company or Subsidiary) imposed on a Company or any Subsidiary as a transferee or successor (determined prior to the Closing), by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted transaction occurring on or attributable to amounts payable under this Section) withheld or deducted by before the Loan Parties or the Administrative Agent Closing Date (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of any action taken by Buyer, Newport, the gross negligence Companies or willful misconduct the Subsidiaries after the Closing) net of any Tax benefits (as reasonably determined by Buyer, and taking into account any offsetting adjustments for any additional Tax liability of Buyer and Newport resulting from any payments by Sellers) under this Section 13 (the sum of such Taxes and costs being referred to as a “Tax Loss”). For purposes of clarification, the indemnification provided by this Section 13 shall cover any Tax arising on any Company or Subsidiary pursuant to Sections 178 – 181 Taxation of Chargeable Gains Xxx 0000 of the Administrative Agent, Lender or L/C Issuer, as determined United Kingdom by a final and nonappealable judgment virtue of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of entering into and/or closing this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorAgreement.

Tax Indemnification. Each Seller shall jointly and severally indemnify each of the Group Companies and their Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and against any loss, claim, liability, expense, or other damage attributable to (i) Without limiting all Taxes (or the non-payment thereof) of each of the Group Companies and their Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); provided, however, Sellers shall have no liability for any Taxes of CCHCI and its Subsidiaries for the taxable period beginning on January 1, 2007 and ending on the Closing Date, and any subsequent taxable periods, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Group Companies or any of their Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any person (other than any of the Group Companies and their Subsidiaries) imposed on any of the Group Companies or any of their Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. This Section 9.4 shall be subject to the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, Sections 8.4 through 8.9 and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly be subject to the Administrative Agent as required by clause (iiliability limitations in Section 8.3(a) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties but shall not be subject to the Administrative Agent for the account basket provisions of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionSection 8.3(f). A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.Capital Cities Stock Purchase Agreement

Tax Indemnification. All payments on the Purchased Receivables from the Account Debtors and payments from Seller or Services to Purchaser hereunder will be made free and clear of any present or future taxes, withholdings or other deductions whatsoever. Each Seller will, jointly and severally, indemnify the Purchaser for any such taxes, withholdings or deductions (except as provided in this Section 7(b)) as well as any transfer tax, stamp duty or any similar tax or duty on documents or the transfer of title to property arising in the context of the Transaction Documents which has not been paid by a Seller. Further, each Seller shall pay, and indemnify and hold the Purchaser harmless from and against, any taxes that may at any time be asserted in respect of the Purchased Receivables (including any sales, occupational, excise, gross receipts, personal property, privilege or license taxes, or withholdings, but not including taxes excluded in this Section 7(b)) and costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by a Seller under the Transaction Documents or otherwise. If any such taxes are required to be paid, such Seller shall promptly pay such tax and shall promptly send evidence reasonably acceptable to the Purchaser confirming the payment of any such taxes. Seller shall not be responsible for (i) Without limiting the provisions of subsection (a) Purchaser’s income, gross receipts, net worth, capital, franchise, doing business or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes similar taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the Purchaser (1) being organized under the laws of the jurisdiction imposing such tax or (2) having any other present or former connection with the jurisdiction imposing such tax (other than connections arising from the Purchaser having executed, delivered, become a party to, performed its obligations under, received payments under, or engaged in any other transaction pursuant to or enforced under any Transaction Document), or (iii) taxes resulting from (1) a transfer or other disposition by Purchaser of all or any portion of its interest in the Purchased Receivables to any Person other than Seller or its Affiliates, (2) the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, Purchaser as determined by in a final and nonappealable non-appealable judgment of by a court of competent jurisdiction, or (3) any certification or statement of the Purchaser under the Transaction Documents proving to have been incorrect in any material respect when made or deemed to be made. The Loan Parties shall also, Concurrently with the execution of this Agreement (and do hereby, indemnify from time to time thereafter upon the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which reasonable request of a Lender or Seller) the L/C Issuer for any reason fails to pay indefeasibly Purchaser will deliver to the Administrative Agent as required by clause (ii) of this subsection; provided Company an executed IRS Form W-9 certifying that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorPurchaser is exempt from U.S. federal backup withholding tax.

Tax Indemnification. (i) Without limiting The Parent and the provisions Seller shall jointly and severally indemnify the Purchaser from and against (A) any Income Taxes and Damages for any Pre-Closing Tax Period resulting from, arising out of, relating to or caused by any liability or obligation of subsection any TDI Company or any TDI Subsidiary for Income Taxes of any person other than a TDI Company or a TDI Subsidiary (aw) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (x) as a transferee or successor, (y) by contract, or (bz) aboveotherwise, (B) any Income Taxes imposed on any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period, (C) any Taxes (other than Income Taxes) imposed on any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period but only to the Loan Parties shallextent such Taxes in the aggregate exceed $3,200,000.00, (D) any Taxes arising out of or relating to the Asset Purchase Agreement and the transactions contemplated thereby, and do hereby (E) any breach of any covenant in this Section 4.6. The Parent’s and the Seller’s obligation to indemnify the Administrative Agent, each Lender Purchaser with respect to any Tax resulting from a Tax Matter shall be discharged to the extent that the Parent’s and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount Seller’s defense of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted such Tax Matter is prejudiced by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant Purchaser’s failure to comply with Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii4.6(f) of this subsection; provided that prior Agreement. The Parent and the Seller shall discharge their obligation to making any indemnify the Purchaser against such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid Pre-Closing Tax Period Tax by the Loan Parties paying to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as Purchaser an amount equal to the amount of any such Tax; provided, however, that if the Purchaser provides the Parent or the Seller with written notice of a Pre-Closing Tax Period Tax at least 30 days prior to the date on which the relevant Tax is required to be paid by the Purchaser or the applicable TDI Company, the Parent and the Seller shall, if and to the extent that it is liable for such Tax hereunder, discharge their obligation to indemnify the Purchaser against such Tax by paying an amount equal to the amount of such Tax to the relevant Taxing Authority. The Parent or the Seller shall provide the Purchaser evidence of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorrelevant Taxing Authority.

Tax Indemnification. (i) Without limiting the provisions of subsection The Stockholder shall indemnify Purchaser Indemnitees and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.15; (b) aboveany Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in this Section 8.06; (c) all Taxes of the Company, the Loan Parties shallStockholder or relating to the Business for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and do hereby indemnify (e) any and all Taxes of any Person imposed on the Administrative AgentCompany arising under the principles of transferee or successor liability or by Contract, relating to an event or transaction occurring before the Closing Date; in each Lender of the above cases, together with any out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection therewith. The Stockholder shall reimburse Purchaser for any Taxes of the L/C IssuerCompany that are the responsibility of the Stockholder pursuant to this Section 8.06 within five Business Days after payment of such Taxes by any Purchaser Indemnitee. Purchaser agrees to give written notice to the Stockholder promptly upon the receipt of any written notice by the Company, and shall make payment Purchaser, or any of Purchaser’s Affiliates that involves the assertion of any claim, or the commencement of any Proceeding, in respect thereof within thirty days after demand thereforof which an indemnity may be sought by Purchaser pursuant to this Section 8.06 (a “Tax Claim”); provided, for that failure to comply with this provision shall not relieve the full amount Stockholder of his indemnification obligations, except and only to the extent that the Stockholder forfeits rights or defenses by reason of such failure. Purchaser shall control the contest or resolution of any Indemnified Taxes Tax Claim; provided, however, that Purchaser shall obtain the prior written consent of the Stockholder (which consent shall not be unreasonably withheld, delayed, denied, or Other Taxes (including Indemnified Taxes conditioned) before entering into any settlement of a Tax Claim or Other Taxes imposed or asserted on or attributable ceasing to amounts payable under this Section) withheld or deducted defend such Tax Claim; and, provided, further, that the Stockholder shall be entitled to participate in the defense of such Tax Claim and to employ counsel of his choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorStockholder.

Tax Indemnification. (i) Without limiting Seller shall indemnify and hold harmless the provisions of subsection (a) or (b) aboveBuyer Indemnified Parties from and against any and all Losses incurred, the Loan Parties shallsustained, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) suffered or paid by such Buyer Indemnified Party arising out of or as a result of: (A)(1) Taxes of the Administrative AgentPurchased Entities for all Pre-Closing Tax Periods, such Lender (2) Taxes imposed on the Purchased Assets for any Pre-Closing Tax Period, (3) Taxes imposed on the Business for any Pre-Closing Tax Period and (4) Taxes arising out of any termination of intercompany accounts in Section 6.16 or the L/C Issuerrelease set forth in Section 6.16(d), as the case may be, and any penalties, interest and reasonable expenses arising therefrom (B)(i) Taxes imposed on Seller or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising its Affiliates as a result of the gross negligence Restructuring and the Delayed Restructuring or willful misconduct as a result of the Administrative Agent, Lender or L/C Issuer, as determined transactions contemplated by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall alsothe Step Plan Schedule, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) Taxes described in clause (B)(i) for which a Purchased Entity becomes liable (other than VAT or any Transfer Taxes), (C) Transfer Taxes or VAT that the Seller is responsible for under this Section 6.8, (D) Taxes arising out of (i) any breach of any covenant made by Seller in this Section 6.8, (ii) any breach of any representation or warranty made by Seller in Section 4.8, or (iii) Seller’s or the Other Sellers’ failure to take any action required pursuant to the Step Plan Schedule, or (E) the requirement to make a deduction or withholding from any part of the Purchase Price payable for the Purchased Assets or the Purchased Shares under this Agreement or any other Transaction Document for or on account of any Tax incurred, suffered or sustained by Seller or any of its Affiliates, and (F) Taxes arising under Section 1.1502-6 of the Treasury Regulations or any similar provision of state, local or foreign Law by virtue of any Purchased Entity having been a member of a consolidated, combined, affiliated, unitary or other similar Tax group prior to the Closing, in each case of clauses (A) through (F), other than Taxes as a result of any action by Buyer or any of its Affiliates after the Closing Date or any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date (other than (a) any action or transaction contemplated by this Agreement including actions taken pursuant to Section 6.16, (b) actions taken at the direction of Seller, (c) actions required by applicable Law (without a reasonable alternative) or (d) Seller’s or its Affiliates’ failure to comply with any covenant or agreement in this Agreement or Seller’s or its Affiliates’ failure to take any action required pursuant to the Step Plan Schedule) (collectively, the “Excluded Tax Liabilities”). Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this subsectionSection 6.8(a)(i), a Buyer Indemnified Party may not recover for the same specific amount of Taxes or Losses more than one time. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 9.2 shall not apply to this Section 6.8(a)(i) (other than as expressly provided in Section 9.2(c) or with respect to Section 9.2(g) or Section 9.2(h)). For the avoidance of doubt, and notwithstanding anything to the contrary herein, (i) the disclosure of the Tax matters set forth on Schedule 4.8 of the Disclosure Letter shall not alter Seller’s indemnification obligations to Buyer for Taxes in this Section 6.8 or in Article 9 (other than with respect to a breach of a representation set forth in Section 4.8), (ii) Section 9.3(d) shall apply to this Section 6.8(a)(i) but only with respect to Losses (including any Excluded Tax Liabilities) in excess of $2,000,000 in the aggregate (it being acknowledged that all such Losses up to $2,000,000 will be satisfied in cash or immediately available funds); (iii) Seller shall not indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses incurred in a Post-Closing Tax Period; provided that prior the foregoing shall not apply to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right Loss pursuant to clauses (A) through (F) hereof (other than under clause (iiD)(ii), except with respect to any breach of any representation or warranty made in Sections 4.8(c), (i), (l), (p), (r) and (v)), and (iv) the provisions of this subsection clauses (B) through (F) hereof shall continue to set off apply with respect to Delayed Transfer Closings and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by immediately preceding clause (iiiii) of this subsection. A certificate, prepared shall not limit any recovery in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorrespect thereof.

Tax Indemnification. (i) Without limiting Pfizer shall indemnify, defend and hold Purchaser and its Affiliates (including the Conveyed Companies) harmless from and against all Losses arising from (A) all Liability for Taxes of the Conveyed Companies or with respect to the Purchased Assets for any Pre-Closing Period, (B) all Liability from any breach of Pfizer’s representations and warranties contained in Section 6.16 to the extent such Liability relates to (1) Taxes of the Conveyed Companies or the Purchased Assets for any Pre-Closing Period and (2) in the case of Pharmacia Groningen B.V., corporate income tax and value-added tax for the Pre-Closing Period of the fiscal unity to which it belonged during such period; (C) all Liability (as a result of Treasury Regulation Section 1.1502-6(a) and any analogous provisions of subsection foreign laws including the Dutch Tax Collection Act (“Invorderingswet 1990”) or otherwise) for Income Taxes and, with respect to the Netherlands, for all Taxes, of Pfizer or any other Person (other than the Conveyed Companies) which is or has ever been affiliated with the Conveyed Companies, or with whom the Conveyed Companies otherwise join or have ever joined (or are or have ever been required to join) in filing any consolidated, combined or unitary domestic or foreign Tax Return, prior to the Closing; (D) any and all Taxes relating to any bulk sale or bulk transfer laws or similar laws with respect to the Asset Selling Corporations for a Pre-Closing Period; (E) any other claim for Taxes for a Pre-Closing Period for which Pharmacia Groningen B.V. is held secondarily liable for Taxes and for which another Person is primarily liable; and (F) all Liability for any breach of Pfizer’s covenants in Sections 8.02(k) and 8.04 relating to Taxes; provided, however, that (i) to the extent such Losses are with respect to legal, accounting and appraisal fees and expenses, such amounts must be reasonable, (ii) Pfizer’s indemnity obligation for Taxes pursuant to this Section 8.04(g)(i) shall be reduced by refunds of Taxes (excluding carrybacks from post-Closing Date years to the extent permitted hereunder) with respect to such periods that end on or before the Closing Date that are received after the Closing Date by Purchaser or any of its Affiliates and not previously remitted to Pfizer and (iii) in the event that the Healon Business Drop Down has not been completed on or before the Closing, any Liability for Taxes related to the Healon Business Drop Down shall be regarded as being for a Pre-Closing Period. Notwithstanding anything to the contrary in Section 8.04(g), Pfizer shall not indemnify, defend or hold harmless Purchaser or any of its Affiliates from any Losses arising from any liability for Taxes that are (a) attributable to any Purchaser Tax Act; or (b) aboveto the extent of any net operating or capital loss carryforwards of the Conveyed Companies directly reduce such liability for such Taxes or (c) incurred by virtue of a change in the use of any property of a Conveyed Company resulting in an obligation to adjust value-added Taxes if such change is made after the Closing Date. Furthermore, Pfizer’s obligation to indemnify, defend and hold harmless Purchaser and its Affiliates from Losses as set forth in Section 8.04(g) shall terminate effective 60 days after the Loan Parties shall, and do hereby indemnify expiration of the Administrative Agent, each Lender and the L/C Issuer, and shall make payment applicable statute of limitations (including extensions) in respect thereof within thirty days after demand thereforof such Losses; provided, further, with respect to a Tax Claim for the full amount of any Indemnified Taxes which a claim for indemnification under Section 8.04(g) has been made by Purchaser or Other Taxes its Affiliates (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable the Conveyed Companies), with reasonable specificity, by written notice given under this Section) withheld or deducted by Section 8.04(i)(A), Pfizer’s indemnification obligation shall continue until the Loan Parties or the Administrative Agent (without duplication date of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account determination of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorTax Claim.

Tax Indemnification. (a) Following the Closing, Seller shall indemnify Purchaser and its Affiliates (including the Acquired Companies) and hold them harmless from: (i) Without limiting all Liability for Taxes of the provisions Acquired Companies and for Taxes related to the Acquired Assets for any Pre-Closing Tax Period; (ii) all Liability for Taxes whenever arising out of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party actions taken pursuant to Section 3.01(a)) 6.09 or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom Section 6.10 or with respect theretoto any distribution of property, whether receivables or not such Indemnified cash made by any Acquired Company to Seller or any of its Subsidiaries prior to the Closing, including with respect to any resulting subpart F income; (iii) all Liability for Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct sale of the Administrative AgentShares and the Acquired Assets and the 338(h)(10) Elections; (iv) all Liability (as a result of Treasury Regulations Section 1.1502-6(a) or otherwise) for Taxes of any Person that is or was a member of any affiliated, Lender consolidated, combined or L/C Issuerunitary group of which any of the Acquired Companies is or was a member during any Pre-Closing Tax Period; (v) any breach by Seller or any of its Affiliates (other than, after the Closing, the Acquired Companies) of any representation set forth in Section 3.17 (determined without regard to any Material Adverse Effect or materiality qualifiers) or in any certificate delivered pursuant to Section 7.05 or any covenant contained in Article VII (other than any covenant contained in Section 7.09); (vi) all Liability for Taxes realized by Purchaser or its Affiliates (including after the Interim Date the Acquired Companies) in a Post-Interim Date Tax Period as determined a result of any corresponding offsetting adjustment to any Taxes with respect to which Seller has indemnified Purchaser under Section 9.04 (subject to Section 9.07) in any audit, examination, suit, contest or other Tax proceeding of Seller or its Affiliates; and (vii) all Liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (vi). Notwithstanding the foregoing, Seller shall not have any indemnification obligation for (i) any Liability for Taxes attributable solely to a breach by a final Purchaser or any of its Affiliates (including, after the Closing, the Acquired Companies) of any covenant contained in Article VII (other than any covenant contained in Section 7.09); and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) any Liability for Taxes attributable to any action taken after the Closing by Purchaser, any of this subsection; provided that prior to making its Affiliates (including the Acquired Companies) or any transferee of Purchaser or any of its Affiliates (other than any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as action expressly required by clause (ii) of or permitted by this subsection. A certificate, prepared in good faith as to the amount of Agreement or any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent)action taken, or by any Liability for Taxes incurred, in the Administrative Agent on its own behalf or on behalf ordinary course of the Warner Businesses) (each, a Lender or the L/C Issuer, shall be conclusive absent manifest error“Purchaser Tax Act”).

Tax Indemnification. (a) Subject to the terms of Sections 8.1, 8.2 and this Section 8.3, from and after the Closing, the Company Stockholder shall indemnify the Indemnified Persons against (i) Without limiting all liability for Taxes of the provisions Company for any Pre-Closing Tax Period in excess of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other accrued Taxes (including Indemnified but only the actual amount of Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Sectionaccrued and not any deferred Tax items) withheld or deducted by included in the Loan Parties or Most Recent Balance Sheet and in the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause Final Net Working Capital Amount; (ii) all liability of the Company for Taxes of all Persons (other than Company or the REIT Indemnified Persons) arising (A) under Treasury Regulations §1.1502-6 (or any similar provision of state or local Law) for federal, state and local Income Taxes of any other corporation which is or has been affiliated with the Company for any Pre-Closing Tax Period or (B) by reason of contract, successor liability or otherwise by operation of law; (iii); all Taxes of the Company Stockholder; and (iv) all Losses resulting from a breach or inaccuracy of the representations and warranties set forth in Section 3.10 of this subsection; provided that prior to making any such demand on Agreement. For the Loan Parties avoidance of doubt, the Administrative Agent agrees to exercise its right pursuant to clause (iiindemnification obligations of the Company Stockholder under this Section 8.3(a) of this subsection to set off and apply all amounts paid by the Loan Parties shall not be subject to the Administrative Agent for the account of such Lender or the L/C Issuer, as amount limitations set forth in Section 8.3(a)(i). In the case may beof any Straddle Period, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any Taxes for the Pre-Closing Tax Period shall: (i) in the case of Taxes based on sales, receipts, gross income or net income, be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such payment purpose, the taxable period of any partnership or liability delivered other pass-through entity in which Company or any of its subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and (ii) in the Borrower case of all other Taxes, be deemed to be the amount of such Tax for the entire taxable period multiplied by a Lender or fraction the L/C Issuer (with a copy to numerator of which is the Administrative Agent), or by number of days in the Administrative Agent period ending on its own behalf or on behalf the Closing Date and the denominator of a Lender or which is the L/C Issuer, shall be conclusive absent manifest errornumber of days in such Straddle Period.

Tax Indemnification. (a) Following the Closing, subject to Section 9.7, each Seller agrees to indemnify on a joint and several basis the Purchaser Indemnified Parties (including the POC Companies) against and hold them harmless from: (i) Without limiting all liability for Taxes of each of the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes POC Companies (including Indemnified Taxes any obligation to contribute to the payment of a Tax determined on a consolidated, combined or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or unitary basis with respect theretoto a group of corporations that includes or included one or more of the POC Companies) for all Pre-Closing Tax Periods, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising (ii) all liability (as a result of the gross negligence Regulation Section 1.1502-6(a) or willful misconduct otherwise) for Taxes of a Seller or any other entity which is or has been an Affiliate of the Administrative AgentPOC Companies (other than any of the POC Companies or Hanover or its Affiliates), Lender (iii) any and all Losses arising out of, resulting from or L/C Issuer, as determined incident to any breach by a final and nonappealable judgment Seller or any of a court its Affiliates of competent jurisdiction. The Loan Parties shall alsoany covenant contained in Section 4.3 (as it relates to Section 2.13(j)-(k)) or Article 10, and do hereby(iv) any and all Losses arising out of, resulting from or incident to the breach of any Tax Warranty relating to the POC Companies without regard to any qualification contained therein as to materiality, except to the extent that any such Losses are otherwise indemnified pursuant to the foregoing Clauses (i) - (iii). Notwithstanding the foregoing, a Seller shall not indemnify and hold harmless any of Purchaser, its Affiliates or officers, directors, employees or agents from any liability for Taxes of the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, POC Companies for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly Pre-Closing Tax Period to the Administrative Agent as required by clause extent of the reserve (ii) other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income), if any, established therefor in the True Up Balance Sheet (other than reserves for Taxes that constitute Excluded Liabilities). For purposes of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C IssuerSection 9.8(a), as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to Taxes shall include the amount of Taxes which would have been paid but for the application of any such payment credit or liability delivered net operating loss or capital loss deduction attributable to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorPost-Closing Tax Periods.

Tax Indemnification. (i) Without limiting the provisions of subsection The Stockholder shall indemnify Purchaser Indemnitees and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.15; (b) aboveany Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in this Section 8.06; (c) all Taxes of the Company, the Loan Parties shallStockholder or relating to the Business for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and do hereby indemnify (e) any and all Taxes of any Person imposed on the Administrative AgentCompany arising under the principles of transferee or successor liability or by Contract, relating to an event or transaction occurring before the Closing Date; in each Lender of the above cases, together with any out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection therewith. The Stockholder shall reimburse Purchaser for any Taxes of the L/C IssuerCompany that are the responsibility of the Stockholder pursuant to this Section 8.06 within five Business Days after payment of such Taxes by any Purchaser Indemnitee. Pxxxxxxxx agrees to give written notice to the Stockholder promptly upon the receipt of any written notice by the Company, and shall make payment Purchaser, or any of Purchaser’s Affiliates that involves the assertion of any claim, or the commencement of any Proceeding, in respect thereof within thirty days after demand thereforof which an indemnity may be sought by Purchaser pursuant to this Section 8.06 (a “Tax Claim”); provided, for that failure to comply with this provision shall not relieve the full amount Stockholder of his indemnification obligations, except and only to the extent that the Stockholder forfeits rights or defenses by reason of such failure. Purchaser shall control the contest or resolution of any Indemnified Taxes Tax Claim; provided, however, that Purchaser shall obtain the prior written consent of the Stockholder (which consent shall not be unreasonably withheld, delayed, denied, or Other Taxes (including Indemnified Taxes conditioned) before entering into any settlement of a Tax Claim or Other Taxes imposed or asserted on or attributable ceasing to amounts payable under this Section) withheld or deducted defend such Tax Claim; and, provided, further, that the Stockholder shall be entitled to participate in the defense of such Tax Claim and to employ counsel of his choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorStockholder.

Tax Indemnification. (i) Without limiting Seller shall indemnify the provisions of subsection Acquired Companies, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any Breach of or inaccuracy in any representation or warranty made in Section 3.25; (b) aboveany loss attributable to any Breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article 9; (c) all Taxes of the Loan Parties shall, and do hereby indemnify Acquired Companies or relating to the Administrative Agent, each Lender and business of the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, Acquired Companies for the full amount all Pre-Closing Tax Periods; (d) all Taxes of any Indemnified member of an affiliated, consolidated, combined or unitary group of which an Acquired Company (or any predecessor of an Acquired Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on any Acquired Company arising under the principles of transferee or Other successor liability or by contract, relating to an event or transaction occurring before the Closing Date. Buyer shall indemnify Seller for any Taxes Seller is required to pay with respect to Taxes accrued during the Post-Closing Tax Period by the Acquired Companies; provided, however that Buyer shall not indemnify Seller for any Pre-Closing Taxes, regardless of whether Seller was required to pay such Pre-Closing Taxes after the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including Indemnified attorneys’ and accountants’ fees) incurred in connection therewith. Seller shall reimburse Buyer for any Taxes of the Acquired Companies that are the responsibility of Seller (or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C IssuerBuyer shall reimburse Seller, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof ) pursuant to this Section 9.2 within ten 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account payment of such Lender Taxes by Buyer or the L/C Issuer, any Acquired Company (or Seller as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

Tax Indemnification. (a) Following the Closing Date, and subject to the other terms of this Article VII, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates (each a “Tax Indemnified Buyer Party” and collectively, the “Tax Indemnified Buyer Parties”) and each of their respective directors, officers and employees from and against any and all Losses attributable to any (i) Without limiting the provisions Taxes of subsection (a) or (b) above, the Loan Parties shall, Plymouth USA and do hereby indemnify the Administrative Agent, each Lender of its Subsidiaries for any Pre-Closing Tax Period and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount portion of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party Straddle Period for which Seller is responsible pursuant to Section 3.01(a7.4(c); (ii) Taxes imposed on Plymouth USA or paid any of its Subsidiaries for any Pre-Closing Tax Period by the Administrative Agentreason of Treasury Regulations Section 1.1502-6; (iii) without duplication, such Lender Losses of Plymouth USA or the L/C Issuer, as the case may be, and its Subsidiaries directly arising out of or resulting from (x) any penalties, interest and reasonable expenses arising therefrom failure of a representation or warranty set forth in Section 7.1 with respect theretoto Plymouth USA or its Subsidiaries to be true or (y) Taxes imposed on Plymouth USA or its Subsidiaries as a result of a breach of a covenant or agreement set forth in Section 4.1(h) of this Agreement and this Article VII; and (iv) Taxes arising out of any transactions contemplated by this Agreement, whether or except to the extent provided under Section 7.7; provided, however, that Seller shall not such Indemnified be required to indemnify Buyer pursuant to this Section 7.4 for Losses in respect of Taxes or Other Taxes were correctly or legally imposed or asserted attributable to (i) any breach by Buyer of its covenants set forth in this Article VII, (ii) the relevant Governmental Authority, Restructuring Transactions (other than any such amounts arising Taxes incurred solely as a result of the gross negligence or willful misconduct payment of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender Pre-Closing Dividend or the L/C Issuer for Section 338 Elections) or (iii) any reason fails to pay indefeasibly to transaction or action taken, caused or requested by the Administrative Agent as required by clause Buyer or any of its Affiliates that occurs on or after the Closing (ii) of this subsection; provided that prior to making including any such demand transaction occurring or action taken on the Loan Parties Closing Date after the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative AgentClosing), other than such transaction or by action taken (x) on the Administrative Agent on Closing Date or after the Closing in the ordinary course of business consistent with the past practice of Seller and Plymouth USA and its own behalf Subsidiaries or on behalf of a Lender or (y) contemplated under this Agreement (excluding the L/C Issuer, shall be conclusive absent manifest errorRestructuring Transactions) (“Excluded Taxes”).

Tax Indemnification. The Sellers shall --------------- ------------------- severally indemnify the Parent and the Buyer and their affiliates (including the Company and its Subsidiaries) and each of their respective directors, officers, employees, stockholders, agents and other representatives against and hold them harmless from (i) Without limiting any liability for Taxes of the provisions Company or its Subsidiaries for any Pre-Closing Tax Period (except to the extent such taxable period began before and continues after the Closing Date, in which case such indemnity will cover only that portion of subsection any such Taxes that are for the Pre-Closing Tax Period), (aii) any liability for Taxes of the Sellers and (iii) any liability for reasonable legal, accounting, appraisal, consulting or similar fees and expenses for any item attributable to any item in clause (i) or (bii) aboveabove (collectively, a "Tax Loss"). The Seller's indemnification obligations under this Section 9(a) shall be limited to the Loan Parties excess of amounts reserved (if any) for payment of Taxes set forth in the Closing Balance Sheet. The Parent and the Buyer shall, and do hereby after the Closing shall cause the Company and its Subsidiaries to, jointly and severally indemnify the Administrative Agenteach Seller and its affiliates and each of their respective employees, each Lender agents and the L/C Issuer, representatives against and shall make payment in respect thereof within thirty days after demand therefor, hold them harmless from any liability for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result Tax Losses of the gross negligence Company or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, its Subsidiaries for any amount which a Lender or taxable period ending after the L/C Issuer for any reason fails to pay indefeasibly Closing Date (except to the Administrative Agent as required by clause (ii) of this subsection; provided extent such taxable period began before the Closing Date, in which case such indemnity will cover only that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount portion of any such payment Taxes that are not for the Pre-Closing Tax Period). In the case of any taxable period that includes (but does not begin or liability delivered to end on) the Borrower by Closing Date (a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error."Straddle Period"):

Tax Indemnification. (i) Without limiting Except as otherwise provided herein, from and after the provisions Closing, Seller Parent agrees to defend, indemnify and hold harmless Purchaser and its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from and against all liability, without duplication, for (1) Taxes of subsection the Conveyed Subsidiaries (aand their Subsidiaries) for any Pre-Closing Tax Period (including any Taxes resulting from the Internal Restructurings or any of the transactions contemplated by Sections 2.4(b) and 6.2(c), Taxes that may not be known at the time of the Closing or Taxes resulting from transfer pricing adjustments); (b2) aboveTaxes of Seller Parent and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) for any Pre-Closing Tax Period to the extent arising directly from, or directly relating to, the Loan Parties shallPurchased Assets or the Business; (3) Taxes of another Person (other than the Conveyed Subsidiaries and their Subsidiaries) for which the Conveyed Subsidiaries and their Subsidiaries are liable (i) under Treasury Regulation Section 1.1502-6(a) (or a similar provision of state, and do hereby indemnify local or foreign Law) due to joining in the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount filing of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted a Consolidated Tax Return with such Person on or attributable to amounts payable under this Section) withheld or deducted by before the Loan Parties Closing (or the Administrative Agent Deferred Closing, if applicable), (without duplication ii) as a result of any gross-up amount paid by being a Loan Party pursuant to Section 3.01(a)) transferee or paid by the Administrative Agentsuccessor of such Person, such Lender or the L/C Issuerotherwise, as the case may be, and any penalties, interest and reasonable expenses arising therefrom on or with respect thereto, whether before or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence Closing (or willful misconduct the Deferred Closing, if applicable) pursuant to any Law or (iii) pursuant to a Tax sharing or indemnity agreement or similar agreement (other than agreements or arrangements entered into in the ordinary course of business consistent with past practice as arm’s length commercial agreements or arrangements that do not relate primarily to Taxes, such as loan or leasing agreements) to which the Conveyed Subsidiaries or their Subsidiaries and such Person were a party on or before the Closing (or the Deferred Closing, if applicable); (4) Taxes of Seller Parent and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) imposed on Purchaser or its Affiliates as a result of being a transferee or successor of Seller Parent or any of its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) on or before, or as a result of, the Closing (or the Deferred Closing, if applicable) pursuant to any Law; (5) Taxes of Purchaser and its Affiliates resulting from the breach by Seller Parent or any of its Affiliates of the Administrative Agent, Lender representations and warranties set forth in Sections 4.16(i) and (n) or L/C Issuer, as determined by a final any covenants in Sections 6.2(b)(xi) and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor6.6 (but excluding, for the avoidance of doubt, a breach of any amount which a Lender representation or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by warranty other than those specified in this clause (ii5)); and (6) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise Transfer Taxes for which Seller Parent or its right Affiliates are liable pursuant to clause Section 6.6(h) (iithe “Excluded Taxes”); provided, however, that (i) of Seller Parent’s indemnity obligation for Taxes pursuant to this subsection to set off and apply all amounts paid Section 6.6(e) shall be reduced by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered refunds of Taxes with respect to Pre-Closing Tax Periods to the Borrower extent received after the Closing Date by Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) and not remitted to Seller Parent pursuant to Section 6.6(d) prior to the date on which Seller Parent is required to make the applicable indemnity payment hereunder (it being understood that Purchaser shall no longer be required to pay over such refund of Taxes to Seller Parent pursuant to Section 6.6(d) to the extent of any such reduction); (ii) Seller Parent shall not defend, indemnify or hold harmless Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from any liability for Taxes that would otherwise give rise to a Seller Parent Tax indemnity obligation under this Section 6.6(e), attributable to (A) Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) making, changing or revoking any Tax election, adopting or changing any Tax accounting method, 102 changing any Tax accounting period, settling or compromising any Tax Claim, or entering into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, in each case for a Post-Closing Tax Period that has a retroactive or retrospective effect on any Pre-Closing Tax Period (provided that this clause (A) shall not include any actions taken by a Lender Deferred Conveyed Subsidiary between the Closing Date and the applicable Deferred Closing Date other than at the request or the L/C Issuer (with a copy to the Administrative Agentdirection, or on behalf, of Purchaser), or (B) any disclosure by Purchaser or any of its Affiliates (including, with respect to actions taken after the Administrative Agent on its own behalf Closing, the Conveyed Subsidiaries and their Subsidiaries (but limited in the case of any such action taken by a Deferred Conveyed Subsidiary during a Deferred Pre-Closing Tax Period to such action taken at the request or direction, or on behalf of, Purchaser)) on Schedule UTP (Uncertain Tax Position Statement) or any successor form contemplated by Treasury Regulation Section 1.6012-2, excluding in each case any such action (x) effected with the written consent of Seller Parent (which consent shall include any consent of Seller Parent to filing any Tax Return pursuant to Section 6.6(a), requesting a Lender Tax refund pursuant to Section 6.6(d) or settling any Tax Claim pursuant to Section 6.6(f), in each case that clearly reflects such action), or (y) that is required by applicable Law based on written reasoned advice of internationally recognized tax counsel, which counsel may include an independent accounting firm, and which counsel is reasonably acceptable to Seller Parent (any action covered by the L/C Issuerimmediately preceding clause (A) or (B), a “Purchaser Tax Act”); and (iii) Seller Parent shall be conclusive absent manifest errornot defend, indemnify or hold harmless Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from any liability for, (A) any Transfer Taxes that are not Excluded Taxes, (B) Taxes up to the aggregate amount of Taxes that constitute Assumed Liabilities pursuant to Section 2.5(c) that are included as liabilities in the Final Closing Statement, or (C) Taxes attributable to a breach by Purchaser or any Affiliate thereof of any of its covenants or agreements in this Agreement.

Tax Indemnification. Subsequent to the Closing, the Shareholders shall, jointly and severally, indemnify, defend, save and hold Parent, Merger Sub, and the Company (and each of their respective Affiliates, successors and assigns) harmless from and against (i) Without limiting any and all Taxes of the provisions Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (as determined in the following sentence) to the portion of subsection such period beginning before and ending on the Closing Date), except to the extent that such Taxes are reflected in the reserve for Tax Liability (arather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) or (b) aboveshown on the face of the Balance Sheet, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, as such reserve is adjusted for the full amount passage of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by time through the Loan Parties or Closing Date in accordance with the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, past custom and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result practice of the gross negligence or willful misconduct of the Administrative AgentCompany in filing its Tax Returns, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) the unpaid Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise, and (iii) any and all Damages incurred in connection with, arising out of, resulting from, or incident to any of the Taxes described in the foregoing clauses (i) and (ii); provided, however, that the Escrow Fund shall be the sole source of funds for indemnification for any of the Taxes described in this subsectionSection 9.3; provided provided, further, that prior indemnification for any of the Taxes described in this Section 9.3 shall not be subject to making the Threshold Amount. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such demand Tax that relates to the portion of such Tax period ending on the Loan Parties Closing Date shall (i) in the Administrative Agent agrees case of any Taxes other than Taxes based upon or related to exercise its right pursuant income or receipts, be deemed to clause be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as in the case may beof any Tax based upon or related to income or receipts, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as be deemed equal to the amount of any such payment or liability delivered to which would be payable if the Borrower by a Lender or relevant Tax period ended on the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorClosing Date.

Tax Indemnification. Notwithstanding any provision to the contrary contained in this Agreement, the Sellers, jointly and severally, agree to indemnify, defend and hold harmless each Purchaser Indemnitee and its successors on an after-tax basis against (i) Without limiting all Taxes, losses, claims and expenses resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount failure of any Indemnified Taxes representation or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party warranty made pursuant to Section 3.01(a3.12 of this Agreement to be true and correct as of the Closing Date; (ii) all Taxes imposed for the Overlap Period for which the Sellers are liable pursuant to Section 6.2(b) hereof; (iii) all Taxes imposed on the Company or any of its Subsidiaries, or for which the Purchaser or the Company may be liable, as a result of any transaction contemplated by this Agreement, except for the portion of Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.2(c); (iv) all Taxes imposed on the Sellers or paid any Person (other than the Company and its Subsidiaries) in which any of the Sellers or any of their respective Affiliates has or had at any time a direct or indirect majority equity interest for any taxable year or other taxable period; (v) all Taxes imposed on or asserted against the properties, income or operations of the Company or its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise be liable, for all Pre-Closing Periods; (vi) Taxes (if any) incurred by the Administrative AgentSellers, such Lender the Company, any Subsidiary of the Company or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising Purchaser as a result of the gross negligence or willful misconduct of the Administrative AgentTrumac Sale; provided, Lender or L/C Issuerhowever, as determined by a final that with respect to (i) and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) above, the Seller shall not be liable with respect to Taxes included in the calculation of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties Current Liabilities to the Administrative Agent for extent the account inclusion of such Lender or Taxes results in an actual reduction in the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsectionClosing Date Working Capital. A certificatePurchaser Indemnitee shall promptly give the Sellers written notice of all Taxes, prepared in good faith as losses, claims and expenses which such Purchaser Indemnitee has reasonably determined may give rise to a right of indemnification under this Section 6.7, including a computation of the amount of any the claimed indemnification with sufficient detail and particularity to enable the Sellers to reasonably determine the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorrequired indemnification.

Tax Indemnification. The Holders, jointly and severally (iexcept for the several only Holders identified on Schedule 12.02B hereto), hereby agrees to indemnify, defend and hold harmless the Buyer and Matrix from and against all Claims and all Losses for all Taxes (whether legal liability for remittance of such Taxes is imposed upon the Holders or a member of The Xxxx Group of Companies): With respect to any taxable year of any member of The Xxxx Group of Companies which ends on or before the Closing Date (including but not limited to any liability of The Xxxx Group of Companies pursuant to Treasury Regulation (S) Without limiting the provisions of subsection (a1.1502-6(a) or any comparable provision of state, local or foreign law) or is assessed (bwhether before or after the Closing) aboveas the result of a sale, exchange or other disposition of property or assets which occurs prior to the Loan Parties shallClosing; With respect to any taxable year or period which includes but ends after the Closing Date, to the extent attributable to the portion of such period which ends with the Closing Date determined on the basis of an interim closing of the books; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including but not limited to depreciation and do hereby indemnify amortization deductions) shall be allocated between the Administrative Agent, each Lender period ending on the Closing Date and the L/C Issuer, period after the Closing Date in proportion to the number of days in each such period; and shall make payment in respect thereof within thirty days after demand therefor, for the full amount Arising by reason of any Indemnified Taxes breach of representation, warranty or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under covenant contained in this Section) withheld or deducted Agreement. Any payments made by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party Holders pursuant to this Section 3.01(a)) or paid 7.18A. shall not have the effect of reducing the Deferred Portion of the Purchase Price as provided in Section 12.03, but shall be treated as adjustments to the Purchase Price by the Administrative Agentparties. Buyer shall indemnify, such Lender or defend and hold harmless the L/C Issuer, Holder Indemnitees (as the case may be, defined in Section0hereof) from and any penalties, interest against all Claims and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, all Losses for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.Taxes:

Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) aboveThe Shareholders, jointly and severally, shall indemnify each of the Loan Parties shall, Indemnitees from and do hereby indemnify the Administrative Agent, each Lender and the L/C Issueragainst, and shall make payment in respect thereof within thirty days after demand thereforcompensate and reimburse each of the Indemnitees for, for any Damages which are directly or indirectly suffered or incurred by any of the full amount Indemnitees or to which any of any Indemnified Taxes or Other Taxes the Indemnitees may otherwise become subject (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication regardless of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes Damages relate to any third-party claim) and which arise from or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of, or are directly or indirectly connected with any (i) Tax of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly Company related to the Administrative Agent as required by clause Tax Indemnification Period, (ii) Tax of this subsection; provided that prior the Company resulting from any inaccuracy in or breach of Section 2.14 or any breach of the Shareholders' obligations under Section 5.2 and (iii) Liabilities arising out of or incident to making the imposition, assessment or assertion of any Tax described in clause (i) or (ii), including those incurred in the contest in good faith appropriate proceedings relating to the imposition, assessment or assertion of any such demand on Tax, and any Liability as transferee (the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause sum of (i), (ii) and (iii) being referred to herein as a "Loss"), provided, however, that the Shareholders shall not be obligated to pay any Loss attributable to a Separate Tax except to the extent that the aggregate amount of such Losses exceeds the amount of any reserve for Tax liabilities attributable to Separate Taxes (excluding deferred taxes) reflected in the Closing Balance Sheet. (b) For purposes of this subsection to set off Section 5.5, in the case of any Taxes that are imposed on a periodic basis and apply all amounts paid by are payable for a Tax period that includes (but does not end on) the Loan Parties last day of the applicable Tax Indemnification Period (the "Allocation Date"), the portion of such Tax related to the Administrative Agent applicable Tax Indemnification Period shall (i) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the account entire Tax period multiplied by a fraction the numerator of such Lender or which is the L/C Issuernumber of days in the Tax period ending on and including the Allocation Date and the denominator of which is the number of days in the entire Tax period, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause and (ii) in the case of this subsectionany Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Allocation Date. A certificateThe portion of any credits relating to a Tax period that begins before and ends after the Allocation Date shall be determined as though the relevant Tax period ended on and included the Allocation Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (c) Upon payment by any Indemnitee of any Loss, prepared in good faith the Shareholders shall discharge their obligation to indemnify such Indemnitee against such Loss by paying to a such Indemnitee or the Company, as designated by Parent, an amount equal to the amount of any such Loss. (d) Any payment or liability delivered pursuant to this Section 5.5 shall be made not later than 30 days after receipt by the Borrower by a Lender Shareholders' Agent of written notice from Parent or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.Company stating that any Loss has

Tax Indemnification. (a) Except as otherwise provided in this Article VII, PGH and PMH shall indemnify GEFA, its Affiliates, and the PGH Subsidiaries (each a "GEFA INDEMNITEE") against and agrees to hold each GEFA Indemnitee harmless from: (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount any Tax of any Indemnified Taxes or Other Taxes PGH Subsidiary related to a Pre-Closing Tax Period; (including Indemnified Taxes or Other Taxes ii) any Tax imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising PGH Subsidiary as a result of being or having been before the gross negligence Second Closing Date a member of an affiliated, consolidated, combined, unitary or willful misconduct similar group, or a party to any agreement or arrangement; (iii) any amount payable as a result of being party to any Tax Sharing Agreement or with respect to the payment of any amount of the Administrative Agent, Lender type described in clause (i) or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) above as a result of this subsectionany existing express or implied obligation (including, but not limited to, an indemnification obligation); (iv) if any of the Section 338 Elections provided that prior for in Section 7.7 are made, any Taxes attributable to making the deemed sale of assets or other deemed transactions pursuant to any such demand elections; (v) any increase in Taxes (for any taxable period, including a Post-Closing Tax Period) resulting from adjustments to or changes in Tax items relating to any of the PGH Subsidiaries for any taxable period ending on or before the Loan Parties Second Closing Date, whether such adjustments or changes are voluntarily made or are required by a Taxing Authority; (vi) the Administrative Agent breach of any representation, warranty or covenant in this Article VII (for this purpose, the breach of any representation or warranty shall be determined without regard to any qualification as to materiality); (vii) any liability (including any Costs, within 119 127 the meaning of Section 10.2(a), associated therewith) resulting from any representation made by any member of the PGH Group or any of its agents to any purchaser of group increasing whole life insurance policies guaranteeing or warranting the anticipated Tax benefits of owning such insurance contracts, including, but not limited to, the availability of any interest deduction under Sections 163 and 264(a)(3) of the Code for any policy indebtedness; and (viii) any Costs (within the meaning of Section 10.2(a)) arising out of or incident to the imposition, assessment or assertion of any Tax or increase in Tax or breach described in this Section 7.6(a); provided, however, that there shall be no duplicative recovery hereunder. GEFA agrees to exercise its right pursuant cooperate as reasonably requested with PGH and PMH in preparing to clause (ii) of this subsection to set off and apply all amounts paid by defend against the Loan Parties to the Administrative Agent for the account imposition of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required Taxes by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorTaxing Authority.

Tax Indemnification. Except to the extent treated as a Current Liability in the calculation of Closing Working Capital, Seller and the Seller Related Parties, jointly and severally, shall indemnify each Buyer Indemnitee and hold them harmless from and against (without duplication) (i) Without limiting any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (ii) any Loss attributable to any breach by Seller or Seller’s violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) all Taxes of the provisions Company for all Pre-Closing Tax Periods; (iv) all Taxes of subsection Seller for all taxable periods; (av) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; and (vi) with respect to all Straddle Periods, all Taxes of the Company that are allocable to the Pre-Closing Tax Period. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Notwithstanding anything to the contrary herein, (A) the Buyer Indemnitees’ sole remedy for Losses with respect to breaches of any of the representations and warranties contained in Section 3.22 (other than Section 3.22(k), (l), (m) or (bo)) above, shall be limited to Taxes of the Loan Parties shall, Company for Pre-Closing Tax Periods (together with any out-of-pocket fees and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes expenses (including Indemnified attorneys’ and accountants’ fees) incurred in connection therewith); (B) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes or Other resulting from any transactions occurring on the Closing Date after the Closing outside the ordinary course of business; (C) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes imposed or asserted on arising out of or attributable to amounts payable under this Section) withheld or deducted the breach by the Loan Parties or the Administrative Agent (without duplication a Buyer of any gross-up amount paid by a Loan Party pursuant of its covenants, agreements, undertakings or obligations in this Agreement regarding Tax matters; and (D) the Buyer Indemnitees shall not be entitled to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or indemnification for Losses with respect thereto, whether or not such Indemnified to Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent extent such Taxes shown due and owing were taken into account as required by clause (ii) of this subsection; provided that prior to making any such demand on liabilities in computing the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorClosing Working Capital.

Tax Indemnification. (i) Without limiting In addition to the provisions indemnification obligations set forth in Section 9.2 above, the Securityholders shall severally indemnify the Acquiror Indemnified Persons and hold them harmless from and against any Damages resulting from or arising out of subsection (a) all Taxes (or the non-payment thereof) of Target, any Target Subsidiary or any Target Related Business for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target, any Target Subsidiary or any Target Related Business (or any predecessor of Target, any Target Subsidiary or any Target Related Business) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (c) any and all Taxes of any Person imposed on Target, any Target Subsidiary or any Target Related Business as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (a), (b), and (c) above, the Loan Parties shallSecurityholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes in the final calculation of Working Capital. The Securityholders shall reimburse Acquiror for any Taxes that are the responsibility of the Securityholders within fifteen (15) Business Days after payment of such Taxes by Acquiror or Target. Any indemnification of Acquiror pursuant to this Section 9.7 shall be payable from the Escrow Amount; provided however, to the extent the Escrow Amount is insufficient (or the Escrow Amount has been released), indemnification hereunder shall nevertheless be payable by the Securityholders. The Limitation and do hereby indemnify Cap shall not apply with respect to any Damages arising from the Administrative Agentmatters set forth in this Section 9.7. Notwithstanding anything to the contrary in this Agreement, each Lender an Acquiror Indemnified Person shall not have any right to indemnification under this Agreement from and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount against any Damages or Taxes of any Indemnified Taxes or Other Taxes Person that (including Indemnified Taxes or Other Taxes imposed or asserted on or i) are attributable to amounts payable under this Sectiontaxable periods (or portions thereof) withheld or deducted by beginning after the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative AgentClosing Date, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) are attributable to actions not in the ordinary course of business taken, or caused to be taken, by Acquiror, Target, any Target Subsidiary, or any Target Related Business, on the Closing Date (but after the Closing) not contemplated by this subsection; provided Agreement, or (iii) are due to the unavailability in any taxable period (or portion thereof) beginning after the Closing Date of any net operating losses, credits or other Tax assets or attributes that arose in a taxable period (or portion thereof) ending on or prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorClosing Date.