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. (i) Without limiting Subject to Section 6.5(d)(v), from and after the provisions of subsection Closing, Seller Parent agrees to indemnify and hold harmless Purchaser and its Subsidiaries (aincluding the Conveyed Subsidiaries and their Subsidiaries after the Closing Date) or (b) abovecollectively, the Loan Parties shall“Purchaser Tax Indemnified Parties”) from and against all liability, without duplication, for (1) Taxes of the Conveyed Subsidiaries and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment their Subsidiaries for any Pre-Closing Tax Period (including any Taxes payable in respect thereof within thirty days after demand thereforof an election under Section 965(h) of the Code), for the full amount (2) Taxes of any Indemnified Seller (other than any Transfer Taxes or Other and VAT for which Purchaser is responsible hereunder) including, Taxes (including Indemnified other than Taxes of the Conveyed Subsidiaries and their Subsidiaries) imposed with respect to, arising out of or Other Taxes imposed or asserted on or attributable relating to amounts payable under this Section) withheld or deducted by the Loan Parties Purchased Assets or the Administrative Agent Business for a Pre-Closing Tax Period, (without duplication 3) Taxes of any grossPerson (other than the Conveyed Subsidiaries and their Subsidiaries) for a Pre-up amount paid Closing Tax Period for which any Conveyed Subsidiary (or any Subsidiary thereof) is liable under Treasury Regulation Section 1.1502-6 (or a similar provision of state, local or foreign Law), or as a transferee or successor or by Contract (other than Contracts that do not relate primarily to Taxes), (4) Taxes arising out of or resulting from any breach of any covenant or agreement of Seller Parent or any of its Affiliates contained in this Agreement, (5) Taxes for a Loan Party Pre-Closing Tax Period imposed on (x) any transaction effected pursuant to Section 3.01(a2.3(b), (y) any settlement of any intercompany accounts of Seller Parent or paid by its Subsidiaries pursuant to Section 6.7, or (z) any transaction or step forming part of the Administrative AgentSeller Internal Restructurings, (6) Transfer Taxes for which Seller Parent is responsible under Section 6.5(j), (7) Taxes required to be deducted or withheld with respect to the payment of the Purchase Consideration or any amounts payable to Seller Parent pursuant to Section 2.8 or Section 2.9, including any penalties imposed on Purchaser as a result of Purchaser’s failure to deduct or withhold any such Lender amounts that Purchaser (or a Purchaser Designated Affiliate) was permitted to withhold under Section 2.10 (in each case, subject to Purchaser’s compliance with the L/C Issuer, as the case may be, notice and cooperation requirements of Section 2.10 and except for any such Taxes (and any related penalties) required to be deducted or withheld solely as a result of any assignment by Purchaser or its Affiliates for which Purchaser is responsible pursuant to Section 10.3), interest (8) Taxes arising from any breach of any representation or warranty contained in Section 4.16(k), (9) Taxes arising as a result of any Conveyed Subsidiary or any Subsidiary of any Conveyed Subsidiary at any time ceasing to be a member of a group for the purposes of any Tax, of which group Seller Parent or any Subsidiary of Seller Parent is or was also a member and (10) any costs and expenses, including reasonable expenses arising therefrom legal and accounting fees and expenses, attributable to any item described in clauses (1) through (9) (any such Taxes for which Seller Parent is responsible pursuant to this Section 6.5(d)(i), subject to the following proviso, “Seller Indemnified Taxes”); provided that Seller Parent shall not be required to indemnify or with respect theretohold harmless any Purchaser Tax Indemnified Party from and against any liability pursuant to this Section 6.5(d)(i) for (A) Taxes attributable to any action taken after the Closing by Purchaser, whether any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries), or not such Indemnified Taxes any transferee of Purchaser or Other Taxes were correctly or legally imposed or asserted by any of its Affiliates (including the relevant Governmental AuthorityConveyed Subsidiaries and their Subsidiaries), other than any such amounts arising action that (1) is in the ordinary course of business, (2) is expressly permitted or contemplated by this Agreement, or (3) is required to be taken in order to comply with applicable Law or as a result of a change in applicable Law (a “Purchaser Tax Act”), (B) Taxes that were reflected, accrued or reserved for in the gross negligence Final Closing Statement, Final Business Working Capital, or willful misconduct Final Business Net Cash, (C) Income Taxes to the extent that a Conveyed Subsidiary or any Subsidiary thereof had any Tax Assets as of the Administrative Agentclose of business on the Closing Date that were available, Lender or L/C Issuer, as determined would have been available but for their prior utilization by a final Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify their Subsidiaries after the Administrative Agent, and shall make payment Closing) to offset or otherwise reduce the applicable Tax Liability in respect thereof within ten days after demand therefor, for of such Income Taxes (except any amount which a Lender Tax Asset reflected as an asset in the Final Closing Statement and taken into account in the calculation of the Final Business Working Capital 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 AgentFinal Business Net Cash), 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(D) Taxes for which Purchaser Parent is responsible under Section 6.5(d)(ii).

Tax Indemnification. The Seller shall indemnify, exonerate and hold free and harmless each Buyer Indemnified Person from and against any Losses attributable to (a) all Taxes (or non-payment thereof) of the Company and its branches and subsidiaries, except for those Taxes that result from any transaction (or deemed transaction by way of any election or otherwise) caused by the Buyer outside the Ordinary Course of Business of the Company and occurring on the Closing Date after the event of Closing (i) Without limiting for all Taxable periods ending on or before the provisions Closing Date, and (ii) the portion of subsection the Taxable period ending on or before the Closing Date for any Taxable period that includes, but does not end, on the Closing Date (a) or each, a “Pre-Closing Tax Period”), (b) aboveall Pre-Closing Tax Period Taxes of any other member of the affiliated, consolidated, combined or unitary group of which the Loan Parties shallCompany was 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 Legal Requirement (including all Taxes of the foreign branches and subsidiaries included in the Excluded Assets), (c) any and all Taxes relating to Pre-Closing Tax Period of any Person imposed on the Company in the Company’s capacity as transferee or successor to such Person, by Contractual Obligation or otherwise, and do hereby indemnify (d) all value added Taxes arising out of or relating to the Administrative Agent, each Lender and transfer of assets under the L/C Issuer, and Inventory Transfer Agreement. Nothing in this Section 11.1 shall make payment in respect thereof within thirty days after demand therefor, limit or expand upon Seller’s 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 indemnification 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 error10.

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. 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. (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 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. 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. (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. 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. 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. (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. 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. 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. 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. (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. (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. 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. (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. 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. (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. (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. (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. 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. The Stockholders covenant and agree, severally but not jointly, to pay, and to indemnify, defend, and hold harmless the Buyer, the Surviving Corporation, and any of their Affiliates from and against all Losses relating to, or arising out of (i) Without limiting any breach or inaccuracy of any representation or warranty relating to Taxes made by the Company in this Agreement as of the Closing Date (except in the case of any such representation or warranty that is made as of a specific date, the breach or inaccuracy of such representation or warranty to be true and correct as of such date), (ii) all Taxes of the Company and its Subsidiaries (or the non-payment thereof) for taxable periods (or portions thereof) ending on or before the Closing Date (taking into account the allocation provisions of subsection Section 8.1(a) in the case of Straddle Periods), except to the extent such Taxes were treated as current liabilities of the Company or any of its Subsidiaries for purposes of calculating Final Net Working Capital, (aiii) 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 all Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable required 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 be paid by the Administrative AgentCompany or any of its Subsidiaries after the Closing Date by reason of the Company or any of its Subsidiaries (or any predecessor of the Company or any of its Subsidiaries) having been a member of an Affiliated Group on or prior to the Closing Date, such Lender including pursuant to Treasury Regulations Section 1.1502-6 or the L/C Issuerany analogous or similar state, as the case may belocal, and or foreign law rule or regulation, (iv) 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 the Company or 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 its Subsidiaries) required 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 be paid by the Loan Parties to Company or any of its Subsidiaries as a transferee or successor, where the Administrative Agent for liability of the account of such Lender Company or the L/C Issuerapplicable Subsidiary for such Taxes is attributable to an event or transaction occurring before the Closing Date, as and (v) all Transfer Taxes for which the case may beStockholders are responsible under Section 8.2. To the extent that any Buyer Indemnified Party shall be entitled to indemnification hereunder for any Losses pursuant to this Section 8.3, during the period of 30 days following the date then each Stockholder party hereto shall indemnify 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 Buyer Indemnified Party for the amount of such Loss multiplied by a fraction, the numerator of which is the cash Merger Consideration actually paid to such Stockholder hereunder, and the denominator of which is the aggregate cash Merger Consideration actually paid to all Fully Diluted Common Holders (it being acknowledged and agreed that such indemnification obligation is several and not joint as among the Stockholders). Notwithstanding anything to the contrary herein, in no event shall any such payment Person have any indemnification or liability delivered other obligations pursuant to, under or in respect of this Agreement or any Ancillary Agreement in excess of the amount of cash Merger Consideration actually paid to such Person hereunder, and 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, total amount that any Buyer Indemnified Party shall be conclusive absent manifest errorentitled to indemnification hereunder for any Losses pursuant to this Section 8.3 shall not, in any event, exceed the aggregate Merger Consideration. The indemnification obligations pursuant to this Section 8.3 shall survive the Closing and shall continue in full force and effect until the expiration of the applicable statute of limitations.

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. (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. Except as otherwise provided herein, Seller shall indemnify the Company and Purchaser 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 the Company or for which the Company is liable for all taxable periods ending on or before the Closing Date and the portion though the end of the Closing Date for any taxable period that includes (abut does not end on) the Closing Date (“Pre-Closing Tax Period”), including any Corporate Tax Liability Amount in excess of any Corporate Tax Liability Amount set off against the Holdback Amount pursuant to this Agreement, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (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 Law, and (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, 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, Seller shall not be liable to the Loan Parties shallextent that such Taxes do not 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 income Tax income) on or attributable the Closing Balance Sheet as finalized (rather than in any notes thereto) and taken into account in determining any 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)1.4 or Section 1.6. Seller shall reimburse Purchaser for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.11(b) within fifteen (15) Business Days after written demand therefor and payment of such Taxes by Purchaser or paid the Company. In the case of any claim for Tax indemnification for Taxes determined to be payable 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 a successor 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 indemnity obligation under this Section 6.11 shall be interpreted 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 running from Seller 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 IssuerCompany and, as the case may beif it cannot be so characterized, 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, it shall be conclusive absent manifest errorconsidered to be a Purchase Price adjustment under this Agreement.

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. (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 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. (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 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. (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. Each BCG Shareholder shall jointly and severally indemnify the Parent Indemnified Parties and hold them harmless from and against any Damages attributable to (i) Without limiting all Taxes (or the provisions non- payment thereof) of subsection BCG 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 the Closing Date (a“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which BCG 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 (biii) any and all Taxes of any Person other than BCG, imposed on BCG 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 Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, the Loan BCG Shareholders 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 Tax income) on the face of the Closing Financial Statements and taken into account in determining the Purchase Price Adjustment. The BCG Shareholders shall reimburse the Parent Indemnified Parties shall, and do hereby indemnify for any Taxes of BCG which are the Administrative Agent, each Lender and responsibility of the L/C Issuer, and shall make payment in respect thereof BCG Shareholders pursuant to this Section 6.2(b) 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 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 Parent 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 errorParties.

Tax Indemnification. (i) Without limiting From and after the provisions Closing Date, Seller shall indemnify Buyer against and hold harmless from any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, independent accountants and other outside consultants but exclusive of subsection (aany fees or expenses related to in-house counsel, accountants or other employees) suffered or (b) aboveincurred by Buyer, the Loan Parties shallcompanies constituting the Purchased Equity Interests or their Subsidiaries, or any Affiliate of any of the foregoing, exclusive of any consequential or punitive damages, and do hereby indemnify decreased by any tax benefit realized by Buyer, the Administrative Agentcompanies constituting the Purchased Equity Interests or their Subsidiaries, each Lender and or any Affiliate of any of the L/C Issuerforegoing, and shall make increased by any tax liability of Buyer or such other persons or Affiliates arising from the receipt of any indemnification payment in respect made pursuant to this Section 5.3 (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of (A) Taxes of the companies constituting the Purchased Equity Interests and their Subsidiaries at the Closing Date for periods or portions thereof within thirty days after demand thereforending on or before the Closing Date (“Pre-Closing Taxes”), except for the full amount of any Indemnified Taxes accrued and included as a liability in the computation of Closing Date Working Capital; (B) Taxes of any member of an affiliated, consolidated, combined or Other unitary group of which any of the companies constituting the Purchased Equity Interests or their Subsidiaries at the Closing Date is or was a member on or prior to the Closing Date by reason of liability under Treasury Regulation §1.1502-6, Treasury Regulation §1.1502-78 or comparable provision of foreign, state or local law; (C) Taxes arising out of any transactions contemplated by this Agreement (including Indemnified transactions contemplated by Sections 2.1(b)(i), 5.14 (exclusive of Transfer Taxes or Other to be paid by Buyer pursuant thereto and Section 5.3(c)(v)), 5.15 and 5.16); and (D) Taxes imposed or asserted on or attributable to amounts payable under this Sectionarising out of the Section 338(h)(10) withheld or deducted by the Loan Parties or the Administrative Agent Election (without duplication as provided in Section 5.3(e) below). The amount of any gross-up amount paid indemnification payable by a Loan Party pursuant to Section 3.01(a)) or paid Sellers hereunder shall be reduced 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 Adverse Consequences suffered by the relevant Governmental Authority, other than any such amounts arising Sellers as a result of the gross negligence or willful misconduct Buyer’s breach of the Administrative Agent, Lender or L/C Issuer, as determined by a final audit 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 contest procedures described 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 AgentSection 5.3(c)(iii), 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 Except to the provisions extent treated as a liability in the calculation of subsection Closing Working Capital, Seller shall indemnify the 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 3.21; (b) aboveany Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods including, without limitation, 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 Taxes of the Company with respect to a Straddle Period that are allocable to the period on or Other before the Closing Date; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (including Indemnified 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; (e) any and all Taxes of any person imposed on the 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; and (f) all Taxes imposed on, or asserted on pertaining or attributable to amounts payable under this Sectionthe Buyer and its Affiliates (including the Company) withheld or deducted by as a result the Loan Parties or failure of the Administrative Agent (without duplication of any gross-up amount paid by Company to be a Loan Party valid Subchapter S corporation pursuant to Section 3.01(a)1361 of the Code as of the Closing Date. 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, Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.03 within ten Business Days after payment of such Taxes by the Administrative Agent, such Lender Buyer or the L/C IssuerCompany. Seller shall not be liable for indemnification under this Article VI until the aggregate amount of all Losses in respect of indemnification under this Article VI, as together with Losses pursuant to Section 8.02(a), exceeds the case may beDeductible, and any penaltiesin which event Seller shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Seller shall be liable pursuant to this Article VI, interest and reasonable expenses together with Losses pursuant to Section 8.02(a), shall not exceed the Purchase Price. Notwithstanding the foregoing, the limitations set forth herein shall not apply to Losses based upon, arising therefrom or out of, with respect thereto, whether to 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 reason of the gross negligence fraud, willful breach or willful misconduct intentional misrepresentation 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 errorSeller.

Tax Indemnification. Except to the extent treated as a liability in the calculation of Closing Working Capital, Sellers shall indemnify each Acquired 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 ARTICLE VI; (c) all Taxes of each Seller; (d) all Taxes of each Acquired Company or relating to the business of an Acquired Company for all Pre-Closing Tax Periods, and all third-party costs, fees, and expenses incurred by Buyer or any Affiliate of Buyer (including the Acquired Companies) to prepare any Tax Returns of an Acquired Company for any Pre-Closing Tax Periods; (e) all Taxes of any 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 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; (f) any and all Taxes of any person relating to any Pre-Closing Tax Period and imposed on an Acquired Company arising under the principles of transferee or successor liability or by contract; (g) all Losses and Liabilities associated with the actual or attempted recoupment or clawback of any credits, loans, or benefits, including employee retention credits received and loans made to an Acquired Company prior to Closing under the Paycheck Protection Program or the CARES Act by any Governmental Authority or with respect to any violation or alleged violation of the Laws, rules, and regulations applicable to the Paycheck Protection Program or the CARES Act; (h) all Losses and all Tax related Liabilities in connection with the Company’s Interest Charge Domestic International Sales Corporation (IC-DISC) arrangement with Spectrum International; (i) Without limiting the provisions of subsection any out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection with (a) or - (b) aboveh). Sellers shall jointly and severally reimburse Buyer for any Taxes, the Loan Parties shallfees, and do hereby indemnify expenses of each Acquired Company that are 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 responsibility 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 Seller 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 (10) 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 Taxes 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 erroran Acquired Company.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) The Company Stockholders shall, jointly and severally (provided that no Company Stockholder would have an indemnification obligation under this Section 10.1 in excess of 120% of such Company Stockholder’s Pro Rata Share of such Losses and provided further that in no event shall the liability of any Company Stockholder under this Agreement exceed such Company Stockholder’s respective Pro Rata Share of the Merger Consideration actually received by such Company Stockholder), indemnify, defend and hold harmless Parent Indemnified Parties, including the Company and the Subsidiaries after the Closing, and hold them harmless from and against any and all Losses to the extent arising out of or resulting from, without duplication, any and all Taxes (bor the nonpayment thereof) aboveof the Company Stockholders and their Affiliates for any taxable period, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender Company and the L/C IssuerSubsidiaries for a Pre-Closing Tax Period, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount all Taxes of any Indemnified Taxes member of an affiliated, consolidated, combined or Other Taxes unitary group of which the Company or any Subsidiary (including Indemnified Taxes or Other Taxes imposed any predecessor of any of the foregoing) is or asserted was a member on or attributable prior 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 Closing Date, including pursuant to Treasury Regulations Section 3.01(a)) 1.1502-6 or paid by the Administrative Agentany analogous or similar state, such Lender local, or the L/C Issuer, as the case may benon-U.S. law or regulation, and any penaltiesand all Taxes of any Person imposed on the Company or any Subsidiary as a transferee or successor, 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 Commercial Tax Agreement) or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; provided, however, that the Company Stockholders shall be liable only to the extent that such amounts arising as Taxes exceed the amount, if any, taken specifically into account in calculating the Closing Working Capital; and provided, further, that the indemnification provided for in Section 10.1(a)(ii), Section 10.1(a)(iii) and Section 10.1(a)(iv) shall be subject to a result maximum indemnification amount equal to the Indemnification Escrow Amount then remaining in escrow, provided that after the exhaustion of the gross negligence or willful misconduct of the Administrative AgentIndemnification Escrow Amount, Lender or L/C Issuer, as determined by nothing shall prevent Parent from making 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)claim under, or by being indemnified pursuant to, the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorRepresentations and Warranties Insurance Policy.

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. (a) The Sellers shall be responsible for and shall indemnify and hold the Buyer Indemnitees harmless from and against, without duplication, any Losses arising out of or relating to (i) Without limiting Taxes attributable to or imposed on the provisions Purchased Entities with respect to any taxable period ending on or before the Closing Date and the portion of subsection any Straddle Period ending on or before Closing Date (aa “Pre-Closing Tax Period”); (ii) any Taxes for which any 51 Purchased Entity is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law), as transferee or successor, by Contract or otherwise, in each case, (x) with respect to a Pre-Closing Tax Period or (by) aboveby reason of being a member of a consolidated, affiliated, combined or other group for Tax purposes, entering into a Contract or any other action taken at any time before 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 Closing; (iii) Taxes arising from any breach of any Indemnified representation or warranty made by the Sellers in Section 4.16 of this Agreement (provided, that solely with respect to the calculation of the Losses (and not for purposes of determining breach) arising out of or related to any such inaccuracy or breach, in each case, any qualifier in any such representation or warranty as to materiality, Material Adverse Effect or words of similar import shall be disregarded); (iv) Taxes or Other Taxes arising from any breach by any Seller of any covenant contained in this Agreement; (including Indemnified Taxes or Other v) any withholding Taxes imposed or asserted on or attributable to amounts payable under in connection with the transactions contemplated by 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 Agreement that Buyer did not withhold pursuant to Section 3.01(a)2.5 of this Agreement, (vi) any amount required to be included by Buyer or paid by any of its Affiliates (including the Administrative Agent, such Lender or Purchased Entities after the L/C Issuer, as Closing Date) in income under Section 951(a) of the case may be, and any penalties, interest and reasonable expenses arising therefrom or Code 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 to 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 Purchased Entity to the Administrative Agent as required by clause (ii) of this subsection; provided that prior extent such inclusion is 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 by the Loan Parties to the Administrative Agent for the account a Pre-Closing Tax Period 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 Purchased Entity (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered inclusion to be determined using a closing of the Borrower by a Lender or the L/C Issuer books method) and (with a copy to the Administrative Agentvii), 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. Members shall jointly and severally indemnify Company and Buyer and hold them harmless from and against: (i) Without limiting all income Taxes and other Taxes (or the provisions non- payment thereof) of subsection (a) Company 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) any and all income Taxes and other Taxes of this subsection; provided that any member of an affiliated, consolidated, combined, or unitary group of which Company (or any predecessor) is or was a member on or prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right Closing Date, including pursuant to clause Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iii) any and all income and other Taxes of any Person (other than Company) imposed on 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. If Taxes were reserved for as liabilities that reduced the Merger Consideration as Liabilities under Appendix I (Modified Net Working Capital), then for purposes of the indemnification under above clauses (i), (ii) and (iii), the Members shall be credited with the applicable reduction in Merger Consideration resulting therefrom to the extent that would result in a duplication in payment by Members. For example purposes only, if there were a liability for Taxes of this subsection $10,000, which reduced the Merger Consideration under Appendix I; then Members shall be credited with paying that through the reduction in Merger Consideration. The foregoing indemnification obligation includes without limitation Members indemnifying Buyer against and to set off and apply all amounts paid the extent of any liability of Company arising (x) because of Company’s misclassification of employees as Form 1099 ‘independent contractors,’ (y) failing to withhold or pay any Taxes relating to employees by Company, or (z) relating to any persons engaged (directly or indirectly) by the Loan Parties Company as Form 1099 ‘independent contractors’ but for which W-2 filings and Tax treatment by Company for classification as an ‘employee’ and applicable Tax payments and withholdings by the Company as employer was, or is subsequently determined to be, required by law. Members shall reimburse Buyer for any Taxes of Company that are the Administrative Agent for the account responsibility of Members pursuant to this Section 9.5(a) within fifteen (15) Business Days after payment of such Lender Taxes 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. Sellers shall indemnify each 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 a breach of Sellers’ representations and warranties contained in Section 4(k) above; (ii) all Taxes (or the provisions non-payment thereof) of subsection each 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”), (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which either 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 Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iv) any and all Taxes of any person (other than a Company and its Subsidiaries) imposed on either 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), (iii) and (iv) above, Sellers shall be liable only to the Loan Parties shallextent that Buyers are required to pay any Taxes that are the responsibility of Sellers and only in the amount 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 established to reflect timing differences between book and Tax income) on the face of the Final Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the Purchase Price Adjustment. Sellers shall reimburse Buyer for any Taxes of either Company or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by its Subsidiaries which are the Loan Parties or the Administrative Agent (without duplication responsibility of any gross-up amount paid by a Loan Party Sellers pursuant to this Section 3.01(a9(a) in the manner set forth in Section 8(e)) 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. The Sellers jointly and severally shall indemnify the Buyer Indemnified Parties 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) imposed on the Company for all taxable periods ending before the Closing Date and the portion through the end of subsection the day prior to 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 (bor any predecessor of the foregoing) aboveis or was a member on or prior to the Closing Date, (iii) Taxes of any person 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 (iv) breach of the representations in Section 3.24 and (v) any Excluded Taxes. The applicable Buyer Indemnified Party shall provide a notice of claim for indemnification hereunder to Sellers’ Representative, which notice shall include evidence that such tax has been due and/or has been paid. Sellers shall indemnify the Buyer Indemnified Party within 5 days after receipt of notice. In the Sellers’ discretion, the Loan Parties shall, Sellers may request such Buyer Indemnified Party to file a claim for refund with respect to such indemnified Taxes. Sellers shall bear the expenses of preparing and do hereby indemnify prosecuting such refund action. To the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in extent a refund with respect thereof within thirty days after demand therefor, for the full amount of any Indemnified to such 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 AgentSellers is actually recovered by a Buyer Indemnified Party, such Lender or Buyer Indemnified Party shall pay such refund to the L/C Issuer, as the case may be, and any penalties, interest and Sellers’ Representative within a 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 time 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 jurisdictionreceipt. The Loan Parties shall also, and do hereby, Sellers’ obligation to 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 Buyer Indemnified Parties the Administrative Agent agrees to exercise its right pursuant to clause this Section 6.02(a) shall survive the Closing until thirty (ii30) 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 expiration of the applicable statute of limitations; provided, that, if the Buyer Indemnified Parties provide the Sellers with notice of a claim to indemnify prior to the end of such Lender period, the Sellers will still be obligated to indemnify the Buyer Indemnified Parties for such claim. Notwithstanding anything contained herein to the contrary, the Buyer Indemnified Parties shall be entitled to dollar-for-dollar indemnification from the first dollar and shall not be subject to the Sellers’ Basket or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of Indemnity Cap Amount in seeking indemnification 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 AgentSection 6.02(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. 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) Zinger shall indemnify West and West/Delaware and hold them harmless from and against, without duplication, any Losses attributable to (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection the Company, the Subsidiary and Medimop USA (aincluding, but not limited to, Taxes related to “Approved Enterprise” approvals) for all taxable periods ending on or before the Initial Closing Date and the portion through the end of the Initial Closing Date for any taxable period that includes (bbut 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, the Subsidiary or Medimop USA (or any predecessor of any of the foregoing) is or was a member on or prior to the Initial 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, the Subsidiary or Medimop USA) imposed on the Company, the Subsidiary or Medimop USA 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 Initial Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, Zinger shall be liable only to the Loan Parties shallextent 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, for the full amount of any Indemnified Taxes or Other such Taxes (including Indemnified excluding any reserve for deferred Taxes or Other established to reflect timing differences between book and Tax income) reflected in the final determination of Net Assets on the Final Net Assets Statement. Zinger shall reimburse the Company, the Subsidiaries and Medimop USA for any Taxes imposed or asserted on or attributable that are the responsibility of Zinger pursuant to amounts payable under this SectionSection 9.8 within fifteen (15) withheld or deducted Business Days after payment of such Taxes by the Loan Parties Company, the Subsidiaries 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 errorMedimop USA .

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. 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. (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) 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. The Significant Shareholders shall jointly and severally indemnify the Parent Indemnified Persons and hold them harmless from and against any Damages attributable to (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 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 of this subsection; provided that any member of an affiliated, consolidated, combined or unitary group of which the Company (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 analogous or similar law, and (iii) any and all Taxes of any Person imposed on the Company as a transferee or successor, by contract or pursuant to any law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that (x) the Significant Shareholders shall not be liable for and shall not reimburse for any Taxes excluded from the calculation of current liabilities pursuant to the parenthetical within clause (B)(1) of the defined term “Net Working Capital,” (y) shall be liable only to the extent that such Taxes exceed the net amount, if any, reserved for such Taxes on the face of the Closing Date Balance Sheet (rather than in any notes thereto) and taken into account in determining the Adjustment Amount. The Significant Shareholders shall reimburse the Parent Indemnified Persons for any Damages incurred by them that are attributable to Taxes of the Company that are the responsibility of Significant Shareholders pursuant to this Section 6.5(b) within fifteen (15) Business Days after receipt by the Significant Shareholders of Parent’s written request therefor. To the extent the Significant Shareholders are required to reimburse the Parent Indemnified Persons for any such demand on Damages, the Loan Parties Parent Indemnified Persons shall be required to first exhaust the Administrative Agent agrees Indemnity Portion of the Escrow Fund as their sole source of recovery for such Damages prior to exercise its right pursuing any recovery directly from the Significant Shareholders. Parent shall promptly remit to the Shareholders’ Agent, for further distribution to the Significant Shareholders in accordance with their respective Significant Shareholder Percentage Interests, the amount (if any) by which the liability accrued by the Company pursuant to clause (iiB)(4) 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 defined term “Net Working Capital” ultimately exceeds 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 errorParent’s actual accrual therefor.

Tax Indemnification. (i) Without limiting Subject to Section 6.5(d)(v), from and after the provisions of subsection Closing, Seller Parent agrees to indemnify and hold harmless Purchaser and its Subsidiaries (aincluding the Conveyed Subsidiaries and their Subsidiaries after the Closing Date) or (b) abovecollectively, the Loan Parties shall“Purchaser Tax Indemnified Parties”) from and against all liability, without duplication, for (1) Taxes of the Conveyed Subsidiaries and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment their Subsidiaries for any Pre-Closing Tax Period (including any Taxes payable in respect thereof within thirty days after demand thereforof an election under Section 965(h) of the Code), for the full amount (2) Taxes of any Indemnified Seller (other than any Transfer Taxes or Other and VAT for which Purchaser is responsible hereunder) including, Taxes (including Indemnified other than Taxes of the Conveyed Subsidiaries and their Subsidiaries) imposed with respect to, arising out of or Other Taxes imposed or asserted on or attributable relating to amounts payable under this Section) withheld or deducted by the Loan Parties Purchased Assets or the Administrative Agent Business for a Pre-Closing Tax Period, (without duplication 3) Taxes of any grossPerson (other than the Conveyed Subsidiaries and their Subsidiaries) for a Pre-up amount paid Closing Tax Period for which any Conveyed Subsidiary (or any Subsidiary thereof) is liable under Treasury Regulation Section 1.1502-6 (or a similar provision of state, local or foreign Law), or as a transferee or successor or by Contract (other than Contracts that do not relate primarily to Taxes), (4) Taxes arising out of or resulting from any breach of any covenant or agreement of Seller Parent or any of its Affiliates contained in this Agreement, (5) Taxes for a Loan Party Pre-Closing Tax Period imposed on (x) any transaction effected pursuant to Section 3.01(a2.3(b), (y) any settlement of any intercompany accounts of Seller Parent or paid by its Subsidiaries pursuant to Section 6.7, or (z) any transaction or step forming part of the Administrative AgentSeller Internal Restructurings, (6) Transfer Taxes for which Seller Parent is responsible under Section 6.5(j), (7) Taxes required to be deducted or withheld with respect to the payment of the Purchase Consideration or any amounts payable to Seller Parent pursuant to Section 2.8 or Section 2.9, including any penalties imposed on Purchaser as a result of Purchaser’s failure to deduct or withhold any such Lender amounts that Purchaser (or a Purchaser Designated Affiliate) was permitted to withhold under Section 2.10 (in each case, subject to Purchaser’s compliance with the L/C Issuer, as the case may be, notice and cooperation requirements of Section 2.10 and except for any such Taxes (and any related penalties) required to be deducted or withheld solely as a result of any assignment by Purchaser or its Affiliates for which Purchaser is responsible pursuant to Section 10.3), interest (8) Taxes arising from any breach of any representation or warranty contained in Section 4.16(k), (9) Taxes arising as a result of any Conveyed Subsidiary or any Subsidiary of any Conveyed Subsidiary at any time ceasing to be a member of a group for the purposes of any Tax, of which group Seller Parent or any Subsidiary of Seller Parent is or was also a member and (10) any costs and expenses, including reasonable expenses arising therefrom legal and accounting fees and expenses, attributable to any item described in clauses (1) through (9) (any such Taxes for which Seller Parent is responsible pursuant to this Section 6.5(d)(i), subject to the following proviso, “Seller Indemnified Taxes”); provided that Seller Parent shall not be required to indemnify or with respect theretohold harmless any Purchaser Tax Indemnified Party from and against any liability pursuant to this Section 6.5(d)(i) for (A) Taxes attributable to any action taken after the Closing by Purchaser, whether any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries), or not such Indemnified Taxes any transferee of Purchaser or Other Taxes were correctly or legally imposed or asserted by any of its Affiliates 123 (including the relevant Governmental AuthorityConveyed Subsidiaries and their Subsidiaries), other than any such amounts arising action that (1) is in the ordinary course of business, (2) is expressly permitted or contemplated by this Agreement, or (3) is required to be taken in order to comply with applicable Law or as a result of a change in applicable Law (a “Purchaser Tax Act”), (B) Taxes that were reflected, accrued or reserved for in the gross negligence Final Closing Statement, Final Business Working Capital, or willful misconduct Final Business Net Cash, (C) Income Taxes to the extent that a Conveyed Subsidiary or any Subsidiary thereof had any Tax Assets as of the Administrative Agentclose of business on the Closing Date that were available, Lender or L/C Issuer, as determined would have been available but for their prior utilization by a final Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify their Subsidiaries after the Administrative Agent, and shall make payment Closing) to offset or otherwise reduce the applicable Tax Liability in respect thereof within ten days after demand therefor, for of such Income Taxes (except any amount which a Lender Tax Asset reflected as an asset in the Final Closing Statement and taken into account in the calculation of the Final Business Working Capital 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 AgentFinal Business Net Cash), 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(D) Taxes for which Purchaser Parent is responsible under Section 6.5(d)(ii).

Tax Indemnification. Except as otherwise provided herein, Seller shall indemnify the Company and Purchaser 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 the Company or for which the Company is liable for all taxable periods ending on or before the Closing Date and the portion though the end of the Closing Date for any taxable period that includes (abut does not end on) the Closing Date (“Pre-Closing Tax Period”), including any Corporate Tax Liability Amount in excess of any Corporate Tax Liability Amount set off against the Holdback Amount pursuant to this Agreement, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (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 Law, and (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, 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, Seller shall not be liable to the Loan Parties shall, extent that such Taxes are paid before the Closing and do hereby indemnify not exceed the Administrative Agentamount, each Lender and the L/C Issuerif any, 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 income Tax income) on or attributable the Closing Balance Sheet as finalized (rather than in any notes thereto) and taken into account in determining any 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)1.4 or Section 1.6. Seller shall reimburse Purchaser for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.11(b) within fifteen (15) Business Days after written demand therefor and payment of such Taxes by Purchaser or paid the Company. In the case of any claim for Tax indemnification for Taxes determined to be payable 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 a successor 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 indemnity obligation under this Section 6.11 shall be interpreted 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 running from Seller 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 IssuerCompany and, as the case may beif it cannot be so characterized, 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, it shall be conclusive absent manifest errorconsidered to be a Purchase Price adjustment under this Agreement.

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. Seller shall indemnify the Acquired Companies, Buyer, and each Buyer Affiliate and hold them harmless from and against (i) Without limiting all Taxes of the provisions Acquired Companies for the Covered Pre-Closing Tax Period, (ii) any and all Income Taxes of subsection the Consolidated Return Group for the Covered Pre-Closing Tax Period, including those imposed on the Company pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (aiii) any and all Income Taxes of any Person (other than the Acquired Companies) imposed on the Acquired Companies as a transferee or successor, or by contract, which Taxes relate to an event or transaction occurring during the Covered Pre-Closing Tax Period; provided, however, that in the case of clauses (bi), (ii) and (iii) above, Seller shall be liable only to the Loan Parties shallextent that such Taxes are in excess of 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 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 face of the gross negligence or willful misconduct of Closing Balance Sheet and taken into account in determining the Administrative AgentPost-Closing Working Capital Adjustment. Seller shall reimburse Buyer for Taxes described in clauses (i), 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) and (iii) above that are due under Tax Returns for Straddle Periods that are required to be prepared by Buyer, within fifteen (15) business days after the filing of the applicable Tax Return. Seller's obligation to indemnify and hold harmless the Acquired Companies, Buyer and each Buyer Affiliate under this subsectionSection 6.1 shall survive until the eighteen (18) month anniversary of the Closing Date; provided provided, however, that if notice of a claim shall have been timely given to Seller under Section 7.8 or Section 7.9 on or prior to making any such demand on termination date, Seller's obligation to indemnify and hold harmless the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off Acquired Companies, Buyer and apply all amounts paid by the Loan Parties to the Administrative Agent for the account each Buyer Affiliate in respect of such Lender claim shall survive beyond such eighteen (18) month period until such claim for indemnification has been satisfied 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 resolved.

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 The Principal Stockholders shall jointly and severally indemnify the provisions of subsection Parent Indemnitees from and against, any Damages attributable to (a) all Taxes (or the non-payment thereof) of 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 (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 or any of its 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 Legal Requirements, and (c) 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 (a), (b), and (c) above, the Loan Parties shallPrincipal Stockholders 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 Tax income) included in the computation of the Working Capital for purposes of Section 1 of this Agreement, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and provided further that Parent 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 not be entitled 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, duplicate recovery for any amount which indemnifiable pursuant to this Section 10. For the avoidance of doubt, the indemnification obligations of the Principal Stockholders under this Section 10.1 shall not be limited by any language or limitations contained in the representation on Taxes found in Section 2.12. The procedures set forth in Section 9.5 shall apply with respect to any claim by Parent for Tax indemnification under this Section 10.1. Any Taxes of the Company or its Subsidiaries that are the responsibility of the Principal Stockholders pursuant to this Section 10.1 constitute Damages giving rise to a Lender or Claim that the L/C Issuer Parent Indemnitees may assert against the Stockholder Indemnitees in accordance with Section 9 of this Agreement. For the avoidance of doubt, all available net operating loss and net capital loss carryforwards attributable to Pre-Closing Tax Periods of the Company and its Subsidiaries shall be applied when determining (i) Taxes of the Company and its Subsidiaries for any reason fails to pay indefeasibly to the Administrative Agent as required by clause Pre-Closing Tax Periods, and (ii) any indemnification obligation under this Agreement in the event of a breach of a representation set forth in Section 2.12 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. 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. Sellers agree to indemnify, defend and hold Purchaser Indemnitees harmless from and against all Losses suffered, incurred or paid, directly or indirectly, by them as a result of, arising out of or related to: (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 on, 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 warranty made pursuant to Section 3.12 to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (including Indemnified Taxes or Other ii) all Taxes imposed or on, asserted on against or attributable to amounts payable under this Sectionthe properties, income or operations of any member of the Company Group, or any Taxes for which any member of the Company Group is otherwise liable, for all Pre-Closing Tax Periods; (iii) withheld any Taxes imposed on a member of the Company Group by reason of such Person having been a member of any affiliated, consolidated, combined or deducted unitary group for purposes of filing Returns or paying Taxes (other than such a group consisting solely of members of the Company Group) prior to the Closing, (iv) any and all Taxes of any Person imposed on any member of the Company Group for any period as a transferee or successor, by Law, or contract (other than a Commercial Tax Agreement), in each case, in respect of a transaction occurring on or before the Loan Parties or the Administrative Agent Closing, (v) fifty percent (50%) of all Transfer Taxes, and (vi) without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agentother indemnities hereunder, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom interest, additions to Tax or other similar items with respect thereto, whether any period to the extent relating to Taxes with respect to a Pre-Closing Tax Period or not such Indemnified Taxes or Other Taxes were correctly or legally Overlap Period that are imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of any Tax benefits related to the gross negligence Informal Contribution, being challenged or willful misconduct otherwise unavailable, and any reasonable out-of-pocket expenses incurred by any Purchaser Indemnitee in connection with any Tax Matter to the extent such expenses are incurred with respect to the Informal Contribution in a tax period ended prior to Closing, except to the extent such Taxes, losses, claims and expenses described in the preceding clauses (i) through (vi) (a) were taken into account in calculating Final Closing Indebtedness, (b) are attributable to Taxes of Purchaser, its Affiliates (other than the Group Company) or any direct or indirect beneficial owners thereof or attributable to Taxes of the Administrative AgentCompany Group as a result of an election under Section 338 of the Code, Lender or L/C Issuer(c) resulted from the failure to comply with Section 6.6(f) by Purchaser, as determined the Company Group or any Affiliate thereof, it being understood that any action undertaken by Purchaser, the Company Group or any Affiliate thereof in connection with a final Tax Matter that is at the direction or request of Sellers’ Representative pursuant to Section 6.6(e)(i) shall be considered to be consented to by Sellers’ Representative for purposes of Section 6.6(f) (all such Taxes, losses, claims and nonappealable judgment expenses that the Sellers are liable for under this Section 6.6(c), “Indemnified Taxes”). Notwithstanding anything set forth herein to the contrary, neither CAV nor any of its Affiliates will have any liability with respect to Indemnified Taxes to the extent arising out of or in connection with the CoCo Bonds, including without limitation, their issuance, existence or tax accounting treatment and the transactions related to the CoCo Bonds contemplated by this Agreement, which such liability will be borne jointly and severally by the Sellers other than CAV on a court pro rata basis in accordance with their respective Purchase Price Adjustment Percentages (calculated without taking into account the Purchase Price Adjustment Percentage of competent jurisdictionCAV). The Loan Parties shall also(d) Post-Closing Access and Cooperation. After the Closing Date, Purchaser, the members of the Company Group, on the one hand, and do herebySellers, 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 Issuerother hand, 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.agree to

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) Seller shall indemnify Buyer and its Affiliates (including the Company and the Company Subsidiaries) 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 Company and the Company Subsidiaries for the Pre-Closing Tax Period, (ii) all liability as a result of Treasury Regulation § 1.1502-6 (or any comparable or similar provisions of subsection (aFederal, state, local of foreign law) for Taxes for a Pre-Closing Tax Period of Seller or (b) aboveany other corporation which is or has been affiliated with Seller, the Loan Parties shallCompany or the Company Subsidiaries, and do hereby indemnify (iii) any liability of the Administrative Agent, each Lender and Company or the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, Company Subsidiaries for the full amount Taxes of any Indemnified Taxes other Person for a Pre-Closing Tax Period as a transferee, by contract or Other Taxes otherwise (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 liability pursuant to a result contract or agreement entered into in the ordinary course and the primary purpose of which is not the sharing of Taxes), (iv) all Tax liability resulting from a breach of the gross negligence representations and warranties of Seller as set forth in Section 4.08, and (v) all Tax liability resulting from the breach of any covenants or willful misconduct obligations of Seller contained in Article XII. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless Buyer and its Affiliates, and each of their respective officers, directors, employees and agents, from any liability for Taxes attributable to any election made by Buyer under Section 336 or 338 of the Administrative AgentCode or any action taken after the Closing by Buyer, Lender or L/C Issuer, as determined by a final any of its Affiliates (including the Company 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 AgentCompany Subsidiaries), or any transferee of Buyer or any of its Affiliates (other than any such action expressly required by the Administrative Agent on Applicable Law or by this Agreement) (a “Buyer Tax Act”) or attributable to a breach by Buyer of its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest errorobligations under this Agreement.

Tax Indemnification. (i) Without limiting the provisions of subsection The Stockholders shall, jointly and severally, 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 8.05; (c) all Taxes of Marquis, the Loan Parties shallStockholders 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 Marquis (or any predecessor of Marquis) 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 Marquis arising under the Administrative Agentprinciples 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 Stockholders shall reimburse Purchaser for any Taxes of Marquis that are the L/C Issuerresponsibility of any Stockholder pursuant to this Section 8.05 within five (5) Business Days after payment of such Taxes by any Purchaser Indemnitee. Purchaser agrees to give written notice to the Stockholders’ Representative promptly upon the receipt of any written notice by Marquis, 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 8.05 (a “Tax Claim”); provided, for that failure to comply with this provision shall not relieve the full amount Stockholders of their indemnification obligations, except and only to the extent that the Stockholders forfeit 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 Stockholders’ Representative (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 Stockholders’ Representative 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 errorStockholders.

Tax Indemnification. (iA) Without limiting Notwithstanding anything to the provisions contrary in this Agreement, after the Subsequent Closing Date applicable to C Israel Shares, Sellers shall indemnify C Israel or Buyer and hold them harmless from and against any loss, claim, liability, expense or other damage attributable to all (I) Taxes (or the non-payment thereof) of subsection C Israel or any of its Subsidiaries (a1) for any Pre-Closing Tax Period (determined in accordance with Section 7.09(c)(ii)(B) hereof), (2) arising from the breach or inaccuracy of any representation or warranty set forth in Section 5.13(i) hereof (it being agreed that for purposes of this Section 7.09(c)(ii)(A) the representations and warranties set forth in Section 5.13(i) shall not be deemed to be qualified by any references therein to "materiality"), or (b3) above, the Loan Parties shall, breach or nonperformance of any covenant or agreement on the part of Sellers or the Company set forth in Sections 7.01(l) 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, 7.01(m); (II) any liability for the full payment of any amount of any Indemnified Taxes or Other Taxes a type described in clause (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this SectionI) 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 being or having been a member of any consolidated, combined, unitary or other group or being or having been included or required to be included in any Tax Return related thereto; (III) any liability for the gross negligence payment of any amount of a type described in clause (I) or willful misconduct clause (II) as a result of any obligation to which C Israel or any of its Subsidiaries was or is a party on or prior to the Administrative Agent, Lender Subsequent Closing Date applicable to the C Israel Shares to indemnify or L/C Issuer, as determined otherwise assume or succeed to the liability of any other Person; and (IV) Taxes with respect to a reassessment by a final and nonappealable judgment taxing authority of Taxes attributable to 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 Post-Closing Tax Period to the Administrative Agent as required by clause (ii) of this subsection; provided extent that prior Sellers or their Subsidiaries or Affiliates becomes entitled to making any such demand on the Loan Parties the Administrative Agent agrees corresponding deduction, loss, relief, allowance, exemption, set-off, right to exercise its right pursuant repayment or credit in relation to clause (ii) of this subsection Taxes attributable 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 Tax Period.

Tax Indemnification. The Seller Parties, jointly and severally, shall indemnify, save and hold harmless the Purchaser Indemnified Parties from and against (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection the Target Group attributable to any Pre-Closing Period (aexcept and to the extent that such Taxes are included in the calculation of the Final Purchase Price), (ii) 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 all Taxes of any Indemnified Taxes member of an affiliated, consolidated, combined or Other Taxes (including Indemnified Taxes unitary group of which the Target Group is or Other Taxes imposed or asserted was a member on or attributable prior to amounts payable under this Sectionthe Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign Law, (iii) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication any and all Taxes of any gross-up amount paid Person (other than the Target Group) imposed on the Target Group as a transferee or successor, by a Loan Party Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing, (iv) any Liability for Taxes allocated to Seller pursuant to Section 3.01(a6.4(c), (v) any and all Liabilities arising out of, with respect to, or paid in connection with any “employee retention credit” payments claimed or received by a Target Group Member pursuant to Section 2301 of the Administrative AgentCARES Act during any Pre-Closing Period (including any costs, expenses or Liability owed to any third party provider incurred in connection with such Lender credit), (vi) any Tax or amount on account of Tax of a Seller or a Selling Holding Company for which the L/C IssuerPurchaser Indemnified Parties are or may be liable for, as the case may bewhether by reason of any requirement to withhold or otherwise, and incurred in connection with this Agreement or any penaltiesAncillary Agreement, interest (vii) any and reasonable expenses all Liabilities or Tax audits arising therefrom or out of, with respect theretoto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by in connection with the relevant Governmental AuthorityPersonal Goodwill Agreement, other than including any such amounts arising as a result breach 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 alsoany representation included therein, and do hereby(viii) any Losses attributable to any breach of any covenants or agreements of Sellers in this Section 6.4. For the avoidance of doubt, the Seller Parties’ obligations to 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 Purchaser Indemnified Parties the Administrative Agent agrees to exercise its right pursuant to clause (iithis Section 6.4(k) of this subsection is unconditional and not subject 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 errorlimitation.

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. Each Quotaholder shall be jointly and severally liable for and shall indemnify the Buyer and its Affiliates (including the Company) and each of their respective officers, directors, employees, quotaholders, stockholders, agents and representatives (the "Buyer Indemnitees") and hold them harmless from and against (i) Without limiting all liability for Taxes of the provisions Company for the Pre-Closing Tax Period, irrespective of subsection whether any such liability was disclosed by the Quotaholders or discovered by the Buyer prior to the Closing, (aii) any liability for Taxes attributable to a breach by the Company, the Sellers or the Former Quotaholders of their respective obligations under this Agreement or any Transaction Agreement and (iii) all liability for reasonable legal fees and expenses for any item attributable to any item in clause (i) or (bii) above. Notwithstanding the foregoing, the Loan Parties shall, Quotaholders shall not indemnify and do hereby indemnify hold harmless the Administrative Agent, each Lender and Buyer Indemnitees from any liability for Taxes attributable to any action taken after the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for Closing by the full amount Buyer or any of its Affiliates (including the Company) (a "Buyer Tax Act"). In the case of any Indemnified taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): real, personal and intangible property 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 other Taxes not measured in whole or with respect thereto, whether in part by reference to income 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 revenues 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 ("Property Taxes") allocable 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 Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and the Taxes of the Company other than Property Taxes allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. the Quotaholders' indemnity obligation in respect of Taxes for a Straddle Period shall initially be fulfilled by the payment by the Sellers to the Buyer of the excess of (A) such Taxes for the Pre-Closing Tax Period over (B) the amount of such Taxes for the Pre-Closing Tax Period paid by the Sellers or any of its Affiliates (other than the Company) at any time, plus the amount of such Taxes for the Pre-Closing Tax Period paid by the Company on or prior to the Closing Date. The Sellers shall initially pay such excess amounts to the Buyer within thirty (30) days after the Return with respect to the liability for such Taxes is required to be filed (or, if later, is actually filed). If the amount of such Taxes paid by the Sellers or any of their Affiliates (other than the Company) at any time exceeds the amount payable by the Sellers pursuant to the preceding sentence, the Buyer shall pay to the Sellers the amount of such excess within thirty (30) days after the Return with respect to the liability for such Taxes is required to be filed. Other Indemnification by the Sellers. Except as relates to Taxes, for which the sole indemnification is provided in Section 9.01, each Quotaholder shall jointly and severally indemnify the Buyer Indemnitees against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by any such payment or liability delivered indemnified party to the Borrower by a Lender extent arising from: any breach of any representation or warranty of the Sellers, the Company or the L/C Issuer (with a copy to Former Quotaholders contained in this Agreement, the Administrative Agent)Transaction Agreements or in any certificate delivered pursuant hereto; any breach of any covenant of the Sellers, or by the Administrative Agent on its own behalf or on behalf of a Lender Company or the L/C Issuer, shall be conclusive absent manifest errorFormer Quotaholders contained in this Agreement or any Transaction Agreement; or any Transfer permitted under Section 11.11 of the Former Quota Purchase Agreement.

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. (a) From and after the Closing, Parent shall pay or cause to be paid, and shall indemnify Buyer and each of its Affiliates (including the Acquired Companies after the Closing Date) (collectively, the “Buyer Tax Indemnified Parties”) and hold the Buyer Tax Indemnified Parties harmless from and against (i) Without limiting any Taxes imposed on or in respect of the provisions Acquired Companies for any Pre-Closing Tax Period, (ii) any Taxes of subsection any other person (aincluding Parent or any of its Affiliates (other than the Acquired Companies)) for which an Acquired Company is liable pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, provincial, local or foreign Tax Law, as a transferee or successor, by contract or otherwise with respect to any affiliation prior to the Closing Date or any contract entered into prior to the Closing Date, (biii) any Taxes arising or resulting from a breach of any of the representations or warranties contained in Section 3.16 (without regard to any materiality limitation set forth therein or any disclosed exception thereto) and (iv) any reasonable legal fees and expenses attributable to any item in clause (i) through (iii) above; provided that Parent shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Loan Buyer Tax Indemnified Parties shall, from and do hereby indemnify against any Taxes to 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 extent such Taxes (including Indemnified Taxes or Other Taxes imposed or asserted i) were included as a liability in the calculation of Net Working Capital on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent Closing Statement (without duplication of any gross-up amount paid by a Loan Party as adjusted pursuant to Section 3.01(a2.8(c)), (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 or willful misconduct (iii) were incurred by reason of a transaction outside of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment ordinary course of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify business entered into 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 to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand Closing on the Loan Parties Closing Date (the Administrative Agent agrees Taxes for which Parent is required to exercise its right indemnify Buyer 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 AgentSection 8.1(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“Parent Indemnified Taxes”).

Tax Indemnification. (i) Without limiting In addition to the provisions indemnification obligations set forth in Section 10.1 above, the Kita Shareholders shall jointly and severally indemnify the Purchaser 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 the 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 the Company or any Company Subsidiary is or was a member on or prior to the Closing Date (other than the Company and the Company Subsidiaries), and (c) any and all Taxes of any Person imposed on the 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; provided, however, that in the case of clauses (a), (b), and (c) above, the Loan Parties shallKita Shareholders shall be liable only to the extent that such Taxes exceed the amount, if any, accrued for such Taxes on the Closing Balance Sheet and do hereby indemnify included in the Administrative AgentFinal Working Capital. The Kita Shareholders shall reimburse Purchaser for any Taxes that are the responsibility of the Shareholders within twenty (20) Business Days after payment of such Taxes by Purchaser, each Lender the Company or any Company Subsidiary. For clarity, the Cap and the L/C IssuerThreshold shall not apply with respect to any Damages arising from the matters set forth in this Section 10.6. In addition, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount event that as of the Closing Date any Indemnified Pre-Closing Income Taxes or Other Taxes (including Indemnified Tax Audit Assessment amounts do not result in an Operating Net Debt Overage, such amounts shall not be subject to the indemnification obligations set forth in this Section 10.6. Notwithstanding the foregoing, if any Pre-Closing Income Taxes or Other Tax Audit Assessment amounts exceed the respective amounts used for Pre-Closing Income Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by Tax Audit Assessment for purposes of 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 AgentOperating Net Debt Overage calculation, such Lender or excess shall be subject to 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 indemnification obligations in favor of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, Purchaser Indemnified Persons 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 set forth 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 errorSection 10.6.

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 any action or proceeding CONFIDENTIAL INFORMATION OMITTED (including Indemnified Taxes TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION between the Indemnitee and the Indemnifying Party or Other Taxes imposed 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 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. (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. 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 the provisions of subsection (a) From and after the Closing, except to the extent treated as a liability in the calculation of Closing Working Capital, each of the Xxxxxx Seller Parties, jointly and severally as among such Xxxxxx Seller Parties up to the Xxxxxx Seller Parties’ applicable Seller Indemnity Percentage of any such Losses, and each of the Xxxxx Seller Parties and the Xxxxx Additional Parties, jointly and severally as among such Xxxxx Seller Parties and Xxxxx Additional Parties up to the Xxxxx Seller Parties’ applicable Seller Indemnity Percentage of any such Losses, shall indemnify the Company, Purchaser and each Purchaser Indemnified Person 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 3.21 (Tax Matters); (b) aboveany Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation by Sellers in this Article 7; (c) all Taxes of the Company or relating to the business or assets of the Company for all Pre-Closing Tax Periods, except to the extent accrued and taken into account in the determination of the final Closing Net Working Capital; (d) all Taxes owing by any Person (other than the Company) for which the Company may be liable where the liability of the Company for such Taxes is attributable to an event or transaction occurring on or before the Closing Date, including, without limitation, in respect of any Taxes payable by the Sellers; (e) 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 successor or comparable provisions of foreign, state or local Law; (f) 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 (g) any Losses resulting from any action of Sellers or any of their respective Affiliates or Representatives at any time, or any action of the Company or its Affiliates prior to the Closing, in violation of Section 7.1(a); in each of the above cases in clauses (a) through (g), together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith or in enforcing its rights hereunder. For purposes of clarity, it is expressly understood and agreed by the Parties that in no event shall the liability of the Xxxxxx Seller Parties as a group, the Loan Parties shallliability of the Fidelity Charitable Gift Fund, 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 liability 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 Xxxxx Seller Parties 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 thereforgroup, for any amount which a Lender Taxes or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) Losses of Purchaser Indemnified Persons 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 Section 7.3 exceed their respective Seller Indemnity Percentage of such Lender Taxes 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 errorLosses.

Tax Indemnification. (a) Seller shall indemnify each Buyer Indemnitee and hold them harmless from and against (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 or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) all Pre-Closing Taxes of the Company or Holdco; (iv) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or Holdco (or any predecessor of the Company or Holdco) 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 subsection foreign, state or local Law; and (av) 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 person imposed on the Company or Holdco 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 Seller shall not be liable for or required to indemnify any Buyer Indemnitee from or against (A) 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 that arise as a result of a voluntary transaction or action carried out or effected by the gross negligence Company, Holdco, Buyer or willful misconduct any of their respective Affiliates at any time after the Closing but on the Closing Date; provided, further, however, that Seller shall remain liable and shall indemnify each Buyer Indemnitee for Taxes attributable to transactions and actions that are carried out or effected on the Closing Date (y) under a legally binding commitment of the Administrative AgentCompany or Holdco created before the Closing; or (z) pursuant to an obligation of this Agreement; and (B) Taxes, Lender or L/C Issuer, as determined by a final to that extent such Taxes are taken into account in the calculation of the Closing Working Capital. Seller shall reimburse Buyer for any Taxes of the Company and nonappealable judgment Holdco that are the responsibility 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 Seller pursuant to this Section 6.03 within ten days 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 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 errorHoldco.

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. Each Shareholder shall jointly and severally indemnify HAI, Buyer, and each Affiliate of Buyer and hold them harmless from and against (i) Without limiting all Taxes (or the provisions non-payment thereof) of subsection HAI 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) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which HAI 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 non-U.S. law or regulation, and (iii) any and all Taxes of any person (other than HAI) imposed on HAI 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 shallShareholders shall be liable only to the extent that such Taxes are in excess of 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 to amounts payable under this Sectionthe face of the Financial Statements (rather than in any notes thereto) withheld or deducted by and taken into account in determining Closing Working Capital. In the Loan Parties or the Administrative Agent (without duplication event that any liability of any gross-up amount paid by a Loan Party Shareholder is established pursuant to this Section 3.01(a)10.3(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 a customer’s failure to properly satisfy a Tax obligation, Buyer shall discuss with the gross negligence Shareholders the possibility of collecting such tax liability from such customer. The Shareholders shall reimburse Buyer for any Taxes of HAI or willful misconduct its Subsidiaries 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 Shareholders pursuant to this Section 10.3(a) within ten 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 Taxes 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 errorHAI.

Tax Indemnification. Each BCG Shareholder shall jointly and severally indemnify the Parent Indemnified Parties and hold them harmless from and against any Damages attributable to (i) Without limiting all Taxes (or the provisions non- payment thereof) of subsection BCG 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 the Closing Date (a"Pre-Closing Tax Period"), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which BCG 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 (biii) any and all Taxes of any Person other than BCG, imposed on BCG 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 Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, the Loan BCG Shareholders 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 Tax income) on the face of the Closing Financial Statements and taken into account in determining the Purchase Price Adjustment. The BCG Shareholders shall reimburse the Parent Indemnified Parties shall, and do hereby indemnify for any Taxes of BCG which are the Administrative Agent, each Lender and responsibility of the L/C Issuer, and shall make payment in respect thereof BCG Shareholders pursuant to this Section 6.2(b) 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 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 Parent 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 errorParties.

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. (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 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. (i) Without limiting the provisions obligations of subsection (a) or (b) abovethe Selling Stockholders under Paragraph 7.1, the Loan Parties shallSelling Stockholders agree to pay, and do hereby jointly and severally indemnify the Administrative Agent, each Lender Company and the L/C Issuerits subsidiaries against, and shall make payment in respect thereof within thirty days after demand thereforagree to hold the Company and its subsidiaries harmless from, any liability for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted which relate to a period which 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 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 theretoClosing Date, whether or not such Indemnified Taxes or Other the Taxes were correctly required to be paid on or legally imposed before the Closing Date, except that the Selling Stockholders will not be required to pay, or asserted indemnify the Company or any subsidiaries against, any Taxes for which an accrual is reflected on the Balance Sheet or which are attributable to operations of the Company or any of its subsidiaries after March 31, 1999. The Company will permit the Stockholders Representative or persons designated by the relevant Governmental AuthorityStockholders Representative to oversee the preparation of all Tax Returns prepared after the Closing with regard to periods which end on or before the Closing Date and to control all decisions as to elections which may be made on, other than or after discretionary decisions (including interpretations of requirements of applicable Tax laws or regulations) with regard to, those Tax Returns. The Buyer will cause the Company to cooperate with the Stockholders Representative in all reasonable ways in the preparation of Tax Returns relating periods ending on or before the Closing Date. The Company will bear the costs of preparing those Tax Returns, but the Stockholders Representative will pay the costs of all persons it designates to assist in overseeing the preparation of those Tax Returns. If the Company or any such amounts arising as a result subsidiary is notified that any governmental authority intends to begin an audit or an administrative or judicial proceeding relating to Taxes for which the Company or the subsidiary intends to seek indemnification under this Paragraph, the Company or the subsidiary will promptly notify the Stockholders Representative that the audit or the administrative or judicial proceeding is going to take place and the Stockholders Representative may, if it elects to do so, control the audit, or the defense of the gross negligence administrative or willful misconduct judicial proceeding, on behalf 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 Company or the L/C Issuer subsidiary. If, because the Company or a subsidiary makes any Tax payment for which it is indemnified under this Paragraph, the Company or a subsidiary becomes entitled to a refund or reduction of Taxes with regard to any reason fails to pay indefeasibly to other period (whether before or after the Administrative Agent as required by clause (ii) Closing), any other type of Tax, or any Tax in any other jurisdiction, the liability of the Selling Stockholders 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 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 Paragraph will be limited to the amount by which the Taxes for which the Company or subsidiary is entitled to be indemnified under this Paragraph exceed the amount of any such payment the refunds or liability delivered reductions in Taxes to which the Borrower by Company or a Lender or the L/C Issuer (with a copy to the Administrative Agent)subsidiary become, or by will become, entitled because of the Administrative Agent payment of Taxes for which the Company or a subsidiary is entitled to be indemnified under this Paragraph. If the amounts of refunds or reductions in Taxes cannot be determined with reasonable certainty, they will be estimated, based on its own behalf or on behalf the highest rate of a Lender or Federal corporate income tax at the L/C Issuer, shall be conclusive absent manifest errortime the indemnification payment is due.

Tax Indemnification. Each Managing Seller shall jointly and severally indemnify the Company, 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 subsection 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 (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 (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 ss.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) 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; provided, however, that in the case of clauses (i), (ii), and (iii) above, Managing Sellers shall be liable only to the Loan Parties shallextent 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 Agentface of the Most Recent Balance Sheet (rather than in any notes thereto), each Lender as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the L/C Issuer, and Company in filing its Tax Returns. The Managing Sellers shall make payment in respect thereof reimburse Buyer for any Taxes of the Company which are the responsibility of Sellers pursuant to this Section 9.9(a) 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 Buyer 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 errorCompany.

Tax Indemnification. Parent and Seller shall, jointly and severally, indemnify, save and hold the Buyer Indemnified Persons harmless from and against any and all Losses incurred in connection with, arising out of, resulting from or incident to (i) Without limiting any Taxes of any of the Company and the Company Subsidiaries 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 such period beginning before and ending on the Closing Date), (ii) the unpaid Taxes of any Person (other than any of the Companies and the Company Subsidiaries) 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 breach of the representations and warranties set forth in Section 3.18; provided that neither Parent nor Seller shall have any liability for the payment of a Loss in respect of Taxes under this Section 5.4(a) to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheets included with the Audited Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Companies and the Company Subsidiaries in filing their Tax Returns, unless such Taxes are part of a reserve for Taxes which is excluded from the calculation of Working Capital Liabilities. 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 (a “Straddle Period”), the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would by payable if the relevant Tax period ended on the Closing Date, provided, that for purposes of this sentence any transactions occurring in the ordinary course of business on the Closing Date after the Closing shall be treated as having occurred on the day after the Closing Date. For purposes of this Section 5.4(a), 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 Section 8.4 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 errorapply.

Tax Indemnification. (a) AT&T’s Indemnification of the Company. From and after the Closing and without duplication, AT&T shall be liable for and indemnify the Company for all Losses arising out of (i) Without limiting all Taxes attributable to, imposed on, or for which the provisions Company may otherwise be liable (including, without limitation, Taxes for which the Company may be liable under Treasury Regulation 1.1502-6 or comparable provision of subsection foreign, state, local or provincial Law) for events occurring or periods ending on or before the Closing and, with respect to any taxable year or period beginning before and ending after the Closing, the portion of such taxable year ending on and including the Closing including, in each case, the Transactions; and (aii) any breach of representation or warranty set forth in Section 3.8 of this Agreement. [Media One]MediaOne of Colorado shall be entitled to any refund of Taxes of the Company received by the Company or any member of an affiliated, consolidated, combined or unitary group of which the Company is a member after the Closing (a “Company Group”) for such periods net of Taxes payable by the Company or other member of a Company Group with respect to the receipt or accrual thereof and the Company or other member of a Company Group shall cause such refund, net of any Taxes imposed on such refund amount, to be paid to [Media One]MediaOne of Colorado promptly following any receipt thereof by the Company or other member of a Company Group. Table of Contents (b) aboveThe Company’s Indemnification of AT&T. From and after the Closing and without duplication, the Loan Parties shall, Company shall be liable for and do hereby indemnify the Administrative Agent, each Lender AT&T and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, its Affiliates for the full amount Taxes of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or the Company attributable to amounts payable under this Sectionperiods (or portions thereof) withheld or deducted by ending 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 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 other than any such amounts arising as a result those for which the Company is indemnified by [Media One 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 (iiColorado]AT&T under Section 14.1(a) of this subsection; provided that prior Agreement. From and after the Closing, the Company shall be entitled to making any refund of Taxes of the Company other than those refunds described in Section 14.1(a) and [AT&T]MediaOne of Colorado or any member of an affiliated, consolidated, combined or unitary group of which MediaOne of Colorado is a member (a “MediaOne of Colorado Group”) shall cause 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 refund to the Administrative Agent for the account extent received by MediaOne of Colorado or any other member of a MediaOne of Colorado Group, net of any Taxes imposed on such Lender or the L/C Issuerrefund amount, 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 be paid to the Administrative Agent as required Company promptly following any receipt thereof by clause (ii) [Media One]MediaOne of this subsection. A certificate, prepared in good faith as to the amount of any such payment Colorado 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 other member of a Lender or the L/C Issuer, shall be conclusive absent manifest errorMediaOne of Colorado Group.

Tax Indemnification. (i) Without limiting Seller shall indemnify and hold harmless the provisions of subsection (a) or (b) above, the Loan Buyer Indemnified Parties shall, 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 Buyer Indemnified Party for, 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)) all Losses actually incurred, sustained, suffered or paid by the Administrative Agentsuch Buyer Indemnified Party arising out of, such Lender in connection with or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom a result of: (A) Taxes imposed on or with respect theretoto the Purchased Assets or the Business for any Pre-Closing Tax Period (including any interest and penalties accruing after Closing with respect to the underlying Tax), (B) Taxes of, imposed on, or payable by or with respect to, Seller or any of its Affiliates (or for which Seller or any of its Affiliates may otherwise be liable), without regard to whether such Taxes relate to periods (or not such Indemnified Taxes portions thereof) ending on or Other Taxes were correctly prior to the Closing Date or legally imposed or asserted by the relevant Governmental Authority, thereafter (other than Taxes imposed on or with respect to the Purchased Assets or the Business for any such amounts Post-Closing Tax Period), (C) liabilities for Taxes of any Person for any taxable period arising as a result of Seller or any of its Affiliates (or any predecessor) having been a member of any affiliated, consolidated, combined, unitary, group relief, aggregate or other similar group for Tax purposes prior to the gross negligence Closing Date (including any such Taxes for which Seller or willful misconduct any of its Affiliates (or any predecessor thereof) is liable pursuant to Treasury Regulations Section 1.1502-6 or any corresponding provision of applicable state, local or non-U.S. Tax Law), and liabilities of Seller of any of its Affiliates (or any predecessor) for Taxes of any Person for any taxable period by reason of contract, assumption, transferee or successor liability or other operation of Law (including as a result of the Administrative Agent, Lender application of “bulk sale” or L/C Issuer“bulk transfer” Laws or similar Laws directly as a result of the transactions contemplated by this Agreement), as determined a result of an event or transaction that occurred at or before the Closing, (D) Taxes arising out of any breach of any representation or warranty contained in Section 4.8 or covenant made by a final and nonappealable judgment Seller or any of a court its Subsidiaries in this Agreement or any other Transaction Document, (E) any Taxes that have been deferred under the CARES Act at or before the Closing or (F) Taxes arising out of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment (i) any breach of any covenant made by Buyer or any of its Affiliates in respect thereof within ten days after demand therefor, for any amount which a Lender Transaction Document or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date (collectively, the “Excluded Tax Liabilities”). Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this subsection; provided that prior to making Section 6.9(a)(i), a Buyer Indemnified Party may recover such Taxes and Losses one time only. Notwithstanding any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) other provision of this subsection Agreement and for the avoidance of doubt, the limitations in Section 9.2 and Section 11.2 shall not apply to set off and apply all amounts this Section 6.9(a)(i). Seller shall be entitled to any Tax refunds with respect to any Excluded Tax Liabilities paid by the Loan Parties Seller (provided, that Buyer shall be entitled 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 100% of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agentrefund of Transfer 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 The Seller and the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby Parent shall indemnify the Administrative AgentPurchaser, each Lender DMS Shares Company and each DMS Subsidiary, in each case to the L/C Issuer, and shall make extent not accrued for as Taxes payable (other than as deferred Taxes) on the Closing Date Balance Sheets (adjusted appropriately for any payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified excess accrued current 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(a4.6(d)(v) and adjusted to the extent such accrued Taxes previously offset amounts otherwise payable by the Seller and/or the Parent in connection with Section 4.6(d)(iv) and this Section 4.6(g)) from and against (A) any Taxes for any Pre-Closing Tax Period resulting from, arising out of, relating to or paid caused by any liability or obligation of any DMS Tax Company or DMS Subsidiary for Taxes of any person other than a DMS Tax Company or DMS 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, local or foreign Law), (2) as a transferee or successor, (3) by contract, or (4) otherwise, (B) any U.S. federal, state or local income Tax attributable solely to the Administrative Agentdeemed sale of assets resulting from the Section 338 Elections (as defined in Section 4.6(j)(i)), (C) any breach of any covenant in this Section 4.6, (D) any Taxes and any Losses relating to such Lender Taxes imposed on any DMS Tax Company or DMS Subsidiary for any Pre-Closing Tax Period, and (E) any Taxes and any Losses relating to such Taxes attributable to the JCPIIG Assets or the L/C IssuerOther Assets for any Pre-Closing Tax Period. The Seller's and the Parent's indemnification obligation under this Section 4.6(g)(i) with respect to any Tax resulting from any audit, proceeding or action subject to Section 4.6(f) the defense of which the Seller was not allowed to assume in contravention of Section 4.6(f) shall be discharged to the extent of any material adverse effect to the Seller and/or the Parent resulting therefrom. The Seller and/or the Parent shall discharge its obligation to indemnify the Purchaser against such Pre-Closing Tax Period Tax by paying to the Purchaser, any DMS Shares Company or any DMS Subsidiary, as the case Purchaser may bedirect, 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 an 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 equal to the amount of any such payment Tax or liability delivered Loss relating to such Tax; provided, however, that if the Purchaser provides the Seller with written notice of a Pre-Closing Tax Period Tax at least 30 days prior to the Borrower date on which the relevant Tax is required to be paid by a Lender the Purchaser or the L/C Issuer (with a copy applicable DMS Shares Company or DMS Subsidiary, the Seller and/or the Parent shall, if and to the Administrative Agent)extent that it is liable for such Tax hereunder, or discharge its obligation to indemnify the Purchaser against such Tax by timely paying an amount equal to the Administrative Agent on its own behalf or on behalf amount of a Lender or such Tax to the L/C Issuer, shall be conclusive absent manifest errorrelevant Taxing Authority and by timely providing the Purchaser with proof of such payment.

Tax Indemnification. Shareholders, jointly and severally, shall indemnify and hold harmless Parent, Merger Sub and the Company, and any successors thereto or Affiliates thereof in respect of and against Damages resulting from, relating to, or constituting (ix) Without limiting a breach of any representation contained in Section 2.9, (y) the provisions of subsection failure to perform any covenant or agreement set forth in this Article VIII, and (z) without duplication, the following Taxes (except to the extent they are accrued for on the Final Balance Sheet): (a) Any Taxes for any Taxable period ending on or before the Closing Date due and payable by the Company; (b) aboveAny Taxes for any Taxable period ending on or before the Closing Date for which the Company has any liability as a transferee or successor, or pursuant to any contractual obligation or otherwise; and (c) Any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the series of transactions contemplated by this Agreement whether levied on Parent, Merger Sub, the Loan Parties shallCompany or any of the Shareholders. 8.2 Preparation and Filing of Tax Returns; Payment of Taxes. (a) Parent shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company that are required to be filed (taking into account extensions) after the Closing Date; provided, that Parent shall provide any such Tax Return that applies to a Taxable period that began prior to the Closing Date to the Shareholder Representative for his review and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and comment prior to filing. Parent shall make payment in or cause to be made all payments required with respect thereof within thirty days after demand therefor, to any such Tax Returns. (b) Any Tax Return to be prepared and filed for Taxable periods beginning before the full amount of Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return to the extent permitted under applicable law. (c) The Shareholders shall be entitled to any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted Tax refund not reflected on the Final Balance Sheet that is attributable to any Taxable period ending 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 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 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 subsectionClosing Date. 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.8.3

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 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 * Confidential treatment requested. 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. The Target Shareholders shall indemnify, save ------------------- and hold harmless Parent (and each of its Affiliates, successors and assigns) from and against (a) all Taxes imposed on Target or for which Target or the Surviving Corporation is liable with respect to all periods ending on or prior to the Closing Date; and (b) any costs or expenses with respect to the Taxes indemnified hereunder. Notwithstanding the foregoing, no indemnification obligation shall arise under this Section 10.4 to the extent that such Taxes are ------------ (i) Without limiting reflected in the provisions reserve for Tax liability (rather than any reserve for deferred taxes established to reflect timing differences between book and Tax income) shown in the Reference Balance Sheet or used in the computation of subsection Net Working Capital, (aii) incurred in the Ordinary Course of Business consistent with past practice since March 31, 2001, or (biii) 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 incurred as a result of the gross negligence or willful misconduct of the Administrative Agenttransactions contemplated by this Agreement; provided, Lender or L/C Issuerhowever, 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 that this clause (iiiii) shall not apply to any Taxes incurred as a result of any action or inaction taken by the Target Shareholders that is not specifically contemplated by this Agreement. 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 10.4, 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 or capital loss deduction attributable to any period (or portion thereof) ending after the Closing Date, but shall not include amounts which would have been paid without regard to the Borrower by application of any credit or net operating or capital loss deductions attributable to any period (or portion thereof) ending on or before the Closing Date. The indemnification provisions of this Section 10.4 shall not be subject to the limits on indemnification set forth in Section 10.2. The indemnification provisions of ------------ this Section 10.4 shall constitute the sole and exclusive remedy of an ------------ Indemnified Party for Damages which consist of a Lender Tax Liability of Target or the L/C Issuer (Surviving Corporation for the period through the Closing Date that arise from any inaccuracy, untruth, incompleteness or other breach of any representation or warranty or covenant contained in or made pursuant to this Agreement by Target or the Target Shareholders or contained in any certificates delivered at the Closing in connection with a copy or related to the Administrative Agent)consummation of the transactions contemplated by this Agreement, or so that no duplicate recovery by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, such Indemnified Party shall be conclusive absent manifest erroroccur with respect to Taxes.

Tax Indemnification. Without limiting the rights of the Seller Indemnified Parties to be indemnified pursuant to ARTICLE 11, Sellers and Trust, jointly and severally, shall indemnify and hold the Seller Indemnified Parties harmless from and pay any and all Damages directly or indirectly resulting from, relating to, arising out of, or attributable to (i) Without limiting any Tax payable by or on behalf of any Seller Party or Acquired Entity for any taxable period ending on or prior to the provisions Closing Date, (ii) Taxes of subsection (a) any member of a consolidated or (b) abovecombined tax group of which any Seller Party is, the Loan Parties shallor was at any time, 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 therefora member, for the full amount of which any Indemnified Taxes Acquired Entity is jointly 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 severally liable as a result of its inclusion in such group 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 Date, and do hereby, indemnify the Administrative Agent, and shall make payment in (iii) with respect thereof within ten days after demand therefor, for to any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required Taxes payable 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 any Acquired Entity due for period beginning before and ending after the Closing Date (whether or not assessed prior to the Closing Date), the Taxes allocable to the portion of such period that ends on and includes the Closing Date ("SELLERS' PRO RATA SHARE"). For purposes of calculating Sellers' Pro Rata Share of Taxes described in clause (iii), the Closing Date will be treated as the last day of a Lender taxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on the Closing Date will be: (1) in the case of Taxes that are either (x) based upon or related to income or receipts, (y) imposed in connection with any sales or other transfer or assignment of property (real or personal, tangible or intangible) other than transfers pursuant to this Agreement, or (z) imposed on a periodic basis and measured by the L/C Issuerlevel of any item that is required to be determined as of the Closing Date or that is reasonably determinable as of the Closing Date and such determination is made by a party in a manner reasonably acceptable to Parent and Sellers, deemed equal to the amount that would be payable if the period for which such Tax is assessed ended with the Closing Date; and (2) in the cases of Taxes imposed on a periodic basis and measured by the level of any item, other than Taxes described in clause (1) hereof, will be deemed to be the amount of such 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) multiplied by a fraction the numerator of which is the number of calendar days in the period ending with the Closing Date and the denominator of which is the number of calendar days in the entire period; and (3) exemptions, allowances or deductions that are calculated on an annual basis such as the deduction for depreciation, will be apportioned on a daily basis in the same manner as Taxes under clause (2) hereof. Returns for periods beginning before closing and ending after closing shall so far as practicable be prepared using elections consistent with past practices, and financial statement tax accruals for any timing differences from financial statement income will be treated as taxes paid or payable for purposes of the allocations contained in this paragraph. For the avoidance of doubt, the allocation of tax liabilities under this paragraph shall be conclusive absent manifest errorunaffected by the carryback of tax losses, credits or other attributes attributable to periods beginning after closing even though such carrybacks may have the effect of reducing taxes paid or accrued for periods covered by this tax allocation. Notwithstanding anything in this SECTION 8.8(H) to the contrary, Sellers and Trust will have no obligation to indemnify Seller Indemnified Parties for Taxes to the extent adequate provision was made therefor on the balance sheet included in the Interim Financial Statements (other than in the notes thereto) or to the extent arising after the Balance Sheet Date in the Ordinary Course of Business.

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee (ias defined in Section 7.01) 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 by such Seller in Section 3.15, but not to exceed the amount of the Purchase Price actually received by such Seller (the “Seller’s Purchase Price”); (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 this Section) withheld any breach or deducted by the Loan Parties violation of, or the Administrative Agent (without duplication of failure fully to perform, any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) covenant, agreement, undertaking, 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 obligation 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 Seller in ARTICLE VI but not to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to exceed the amount of any such payment the Seller’s Purchase Price; (c) all Taxes of the Company or liability delivered relating to the Borrower business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which a Company (or any predecessor of a Company) is or was a member on or prior to the Closing Date by reason of a Lender 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 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 of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 6.02 within ten (10) business days after payment of such Taxes by Buyer or the L/C Issuer (Company. The term “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with a copy respect to any taxable period beginning before and ending after the Administrative Agent)Closing Date, or by the Administrative Agent portion of such taxable period ending on its own behalf or on behalf of a Lender or and including the L/C Issuer, shall be conclusive absent manifest errorClosing Date.

Tax Indemnification. (a) Seller shall indemnify the Company, the Buyer and its Affiliates 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 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 (abut does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an Affiliated Group of which the Company (or any predecessor of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 (b) aboveor any analogous or similar state, the Loan Parties shalllocal, or foreign law or regulation), and do hereby indemnify the Administrative Agent, each Lender (iii) 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 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 Other Taxes transaction occurring before the Closing; provided that, in the case of clause (including Indemnified Taxes or Other Taxes imposed or asserted i), (1) solely with respect to any Taxable period ending on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties Closing Date or the Administrative Agent portion through the end of the Closing Date for any Taxable period that includes (without duplication of any gross-up amount paid by a Loan Party pursuant but does not end on) the Closing Date, Seller shall only be liable for Income Taxes to Section 3.01(a)) or paid by the Administrative Agentextent such Income Taxes exceed the Closing Date Tax Accrual (it being understood that, such Lender or to the L/C Issuer, as extent the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or Company is not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, able to properly deduct Transaction Payments (other than any such amounts arising as a result of the gross negligence or willful misconduct application of Code §280G to such Transaction Payments) in computing taxable income, Seller shall not be liable for any increase in Income Taxes of the Administrative Agent, Lender or L/C Issuer, as determined by a final Company in such Taxable period resulting therefrom but only up to an amount equal to the reduction in the Closing Date Tax Accrual under Section 3.12(b) above resulting from taking into account such Transaction Payments) and nonappealable judgment of a court of competent jurisdiction(2) Seller shall not be liable for the matters set forth on Schedule 11.1(a). The Loan Parties indemnification under this Section 11.1 shall alsonot be subject to the indemnification deductible and limit set forth in Section 10 or elsewhere in this Agreement. Seller’s indemnification obligation with respect to any Pre-Closing Tax Period shall end when the applicable statutes of limitation with respect to the liabilities in question expire (after giving effect to any extensions or waivers thereof ), and do hereby, indemnify the Administrative Agent, and plus ninety (90) days. Seller shall make payment in respect thereof within ten days after demand therefor, reimburse Buyer for any amount Taxes which a Lender are the responsibility of Seller pursuant to this Section 11.1 at least 5 days prior to payment of such Taxes by Buyer 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 errorCompany.

Tax Indemnification. (a) Except to the extent of any Taxes that were taken into account in the determination of Closing Adjusted Net Working Capital, from and after the Closing, Parent Seller agrees to indemnify, save and hold harmless the Purchaser Indemnitees from and against all (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 Taxes of any Indemnified Tax Group Member with respect to any Pre-Closing Tax Period (other than Purchaser Taxes), (ii) Taxes arising out of or Other Taxes related to the breach of any covenants in this Article IX, (including Indemnified Taxes or Other iii) 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 Tax Group Member as a result of being a member of a consolidated, combined, unitary or similar group on or prior to the gross negligence or willful misconduct Closing Date, by reason of the Administrative Agent, Lender Liability of any Tax Group Member pursuant to U.S. Treasury Regulation Section 1.1502-6(a) (or L/C Issuer, as determined by a final any predecessor or successor thereof or any analogous or similar provision under any Applicable Law) and nonappealable judgment (iv) Taxes arising out of a court or related to any breach of competent jurisdiction. The Loan Parties shall also, the representations and do hereby, indemnify the Administrative Agent, and shall make payment warranties set forth 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 Section 4.17 (to the Administrative Agent as required by clause extent not indemnifiable pursuant to clauses (i), (ii) or (iii) above); provided, however, that unless otherwise provided under Applicable Law, the Liability of Sellers under this subsectionSection 9.03 for property Taxes shall reflect Sellers’ direct and indirect percentage ownership in the relevant Tax Group Member or Non-Tax Group Member. Subject to Section 9.08, Parent Seller shall not be liable for or pay for any Taxes that are imposed on Parent Seller or any Affiliate of Parent Seller, or any Tax Group Member as a result of actions taken or elections made by Purchaser or any Tax Group Member after the Closing (collectively, “Purchaser Taxes”); provided that prior provided, however, Purchaser Taxes shall not include, and Parent Seller shall remain liable for, any Taxes imposed on Parent Seller, any Affiliate of Parent Seller or any Tax Group Member, (x) where the actions taken or elections made by Purchaser or such Tax Group Member are required by Applicable Law and consented to making by Sellers, such consent not to be unreasonably withheld, or (y) result from any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (iiSection 338(h)(10) of this subsection to set off and apply all amounts paid by the Loan Parties Election made in accordance with Section 9.08. Notwithstanding anything to the Administrative Agent contrary in this Agreement, Sellers shall not indemnify Purchaser Indemnitees for Taxes of any Acquired Company for any Post-Closing Tax Period unless such Taxes result from adjustments of the Code (or any corresponding or similar provision of state, local or foreign Income Tax law) resulting from a breach of the representation in Section 4.17(j). No Party shall have any responsibility or obligation 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 Taxes of any such payment or liability delivered to the Borrower by Person that is neither a Lender or the L/C Issuer (with Tax Group Member nor a copy to the Administrative Agent)Non-Tax Group Member, 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 errorexcept as specifically set forth in this Section 9.03.

Tax Indemnification. Seller and Seller’s Equityholders, jointly and severally, shall indemnify, exonerate and hold free and harmless each Buyer Indemnified Person from and against any Losses (iincluding Tax filing preparation costs) Without limiting resulting from, arising out of or relating to (and without regard to the provisions fact that any one or more of subsection the items referred to in this Section 10.1 may be disclosed by Seller or the Company in any disclosure schedule or in any documents included or referred to therein or may be otherwise known to Buyer on the date hereof or the Closing Date): (a) any and all Taxes (or the nonpayment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and, as determined under Section 10.3, the partial period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (each, a “Pre-Closing Tax Period”), (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, all Taxes for the full amount a Pre-Closing Period of any Indemnified member of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiaries is or was a member prior to the Closing Date, or on the Closing Date immediately prior to the Closing, including pursuant to Treasury Regulations Section 1.1502-6 of any analogous or similar state, local or foreign Legal Requirements, (c) any and all Taxes of any Person imposed on the Company or Other its Subsidiaries as a transferee or successor, by Contract or otherwise, which Taxes (including Indemnified Taxes relate to an event or Other Taxes imposed or asserted transaction occurring on or before the Closing Date, (d) any and all Taxes of Seller for any taxable period or portion thereof, (e) any and all payroll and employment Taxes with respect to any compensatory payments made pursuant to or in accordance with this Agreement, (f) any and all Taxes attributable to amounts payable under this Sectionthe sale, assignment or distribution of the Excluded Assets, (g) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication loss of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) Tax benefits 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 attributes as a result of the gross negligence or willful misconduct non-deductibility 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 payments made pursuant to any reason fails to pay indefeasibly Company Plan due to the Administrative Agent as failure to obtain valid shareholder approval required by clause (ii) the terms 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.Section

Tax Indemnification. (a) Except as otherwise provided in this Section 9.1, the Sellers, on a joint and several basis, shall indemnify and hold the Buyer Indemnitees harmless against any and all Losses other than Current Liabilities (to the extent included in the Final Adjusted Closing Purchase Price) attributable to, resulting from or arising in connection with: (i) Without limiting Taxes of the provisions Acquired Companies or their Subsidiaries with respect to any taxable period (or portion thereof) ending on or before the Closing Date (each, a “Pre-Closing Tax Period”), (ii) Taxes of subsection any other Person imposed on any of the Acquired Companies or their Subsidiaries attributable to such Acquired Company’s or any of its Subsidiaries’ being a member prior to Closing of an “affiliated group” (awithin the meaning of Section 1504(a) of the Code or any comparable provision of applicable state, local, or non-U.S. Tax law) that arise under Treasury Regulation Section 1.1502–6 or any comparable provision of applicable state, local or non-US Tax law, (biii) aboveTaxes of any other Person imposed on any of the Acquired Companies or their Subsidiaries as a transferee or successor, by contract or pursuant to any Law, rule, or regulation, or otherwise, which Taxes relate to an event or transaction occurring before the Closing, (iv) employer payroll Tax of Sellers, the Loan Parties shallAcquired Companies or their Subsidiaries attributable to any payments made in connection with the transactions contemplated by this Agreement, and do hereby indemnify the Administrative Agent, in each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand thereforcase excluding, for the full amount avoidance of doubt, any amounts included in Seller Transaction Expenses or paid in connection with the termination 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 Business Employee by the Loan Parties Buyer or any Acquired Company after the Administrative Agent Closing (without duplication provided, however, that this exclusion shall not effect any of any gross-up amount paid by a Loan Party the Buyer’s rights under Section 2.3), and (v) Transfer Taxes to the extent of US Seller’s liability pursuant to Section 3.01(a)9.4. Notwithstanding anything to the contrary and for the avoidance of doubt, the Sellers shall not be liable to indemnify the Buyer or any of its Affiliates (1) pursuant to this Section 9.1 with respect to claims relating to Separation Costs or paid by Severance Expenses, or (2) pursuant to the Administrative AgentAgreement or any ancillary agreement with respect to claims relating to the amount, such Lender value or condition of any Tax asset or attribute of any of the Acquired Companies, including any adjustments under the unified loss rule of Treas. Reg. §1.1502-36, 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 ability of the gross negligence Buyer or willful misconduct any of the Administrative Agent, Lender its Affiliates to utilize such Tax assets 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 attributes 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. (a) Upon the terms and conditions of this Agreement, if the Closing occurs, the Sellers (each, a “Seller Tax Indemnifying Party), jointly and severally, shall pay or cause to be paid, and shall indemnify each Purchaser Tax Indemnified Party and agree to protect, save and hold each Business Subsidiary, Purchaser and their respective Affiliates and the stockholders, members, general partners, limited partners, officers, directors, and employees of each of them (in each case, other than the Sellers) (any such person entitled to indemnification hereunder, a “Purchaser Tax Indemnified Party”) harmless from and against any and all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to (including costs incurred in the good faith contest of the imposition, assessment or assertion of): (i) Without limiting all Taxes of the Business Subsidiaries allocable to a Pre-Closing Period; (ii) all Taxes of the Sellers or of a Relevant Group that includes a Business Subsidiary and ARM or an Affiliate of ARM that is not a Business Subsidiary, (iii) all Taxes allocable to a Pre-Closing Period of any Relevant Group that includes only Business Subsidiaries, (iv) all Taxes relating to the Business or the Business 1-NY/2171027.1 56 Assets for any period or portion of a period ending on or prior to the Closing Date, (v) all Taxes of any Person for which a Business Subsidiary is liable (W) under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law) with respect to a consolidated, combined, unitary or similar Tax group of which such Business Subsidiary, or a predecessor thereof, was a member prior to the Closing Date or on the Closing Date prior to the Closing, (X) as a transferee or successor by operation of Law, where such Business Subsidiary became a transferee or successor simultaneous with (if the transaction giving rise to such transferee or successor liability was arranged by a Seller) or prior to the Closing, (Y) by contract, where such contract was entered into simultaneous with (if the entry into such contract was arranged by a Seller ) or prior to the Closing or (Z) otherwise, where such Business Subsidiary’s liability is the result of circumstances prior to the Closing, (vi) all Taxes resulting from a Permitted Section 338 Election, an Announced Restructuring Action or an Other Transaction Restructuring Action, (vii) a failure of a representation or warranty set forth in Section 4.11 hereof, or a Tax-related representation or warranty of a Seller set forth in Annex B, to be true on the date hereof or on the Closing Date (as determined without regard to any qualifiers contained in such representation or warranty or in the introductory language to Section 4.11 relating to knowledge or materiality, whether expressed by reference to “Knowledge,” “material” or “Business Material Adverse Effect” or otherwise) or a breach of a covenant or agreement set forth in Section 6.05(c) or 6.20 hereof or a Tax-related covenant or agreement set forth in Annex C, (viii) the failure of any Relevant Group, Business Subsidiary or Asset Seller to timely file or provide to any Person or to otherwise comply with any requirements relating to a Tax Return, which failure, in the case of a Business Subsidiary or a Relevant Group that includes only Business Subsidiaries, occurs prior to the Closing, (ix) any Transfer Taxes for which Sellers are responsible pursuant to Section 12.07 hereof, (x) the remitting to a governmental authority or other appropriate person of amounts withheld by a Business Subsidiary from a payment prior to the Closing, where (a) the liability to so remit was not treated as a Current Liability actually taken into account in determining Final Working Capital and (b) the amount withheld and retained was not actually excluded from being treated as a Current Asset in determining Final Working Capital, (xi) any liability of a Purchaser for Taxes of another Person as a result of the transfers provided for herein (including any liability with respect to Taxes as a result of any failure to comply with any bulk sales or similar Law of any Governmental Authority), (xii) any failure of Sellers to comply with the provisions of subsection this Article XII and (xiii) any liability imposed on Purchasers as a result of making payments under Article III hereof to ARM, rather than to ARMCo or another Seller. Notwithstanding the foregoing, the Seller Tax Indemnifying Parties will not indemnify, defend or hold harmless any Purchaser Tax Indemnified Party for (1) Taxes attributable to any action of a Business Subsidiary or Purchaser taken on the Closing Date simultaneous with or after the Closing, that is (i) outside the Ordinary Course of Business, (ii) neither provided for in this Agreement (with actions provided for in this Agreement including, without limitation, (a) or such acts as may be undertaken to comply with the covenants set forth in Section 6.20 hereof, (b) abovethe termination of Tax sharing agreements or arrangements as provided for in Section 12.04(e), (c) the Loan Parties shallactions provided for in Section 6.14 and 6.15, (d) all Restructuring Actions and (e) such actions as Purchaser and Seller may agree with respect to after signing, and do hereby indemnify (iii) not arranged by Sellers or any of their Affiliates (an action described in this sentence, a “Purchaser Tax Act”), (2) Taxes arising from the Administrative Agent, each Lender sale by ArvinMeritor Emissions Technologies GmbH of ArvinMeritor Emissions Technologies Kft pursuant to this Agreement and the L/C Issuerdistribution by ArvinMeritor Emissions Technologies GmbH, and shall make payment in connection with the Closing, of the proceeds of such sale as a distribution in respect thereof within thirty days of its shares, except to the extent that such Taxes result from a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof, (3) Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of proceeds from a securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, except to the extent that such Taxes result from a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof, or (4) any costs of contesting an item described in the preceding sentence incurred at the direction of a Purchaser or a Purchaser Affiliate after demand therefor, for a Seller Tax Indemnifying Party has agreed to pay 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 (such item 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 Authorityfurther contest, other than any such amounts arising as a result costs associated with the making 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 termination of 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 errorrelated proceeding.