Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (ai) Xx. Xxxxxx Without limiting the provisions of Section 3.01(a) or 3.01(b), each of the Loan Parties shall, and Seller does hereby, jointly and severally, indemnify the Administrative Agent and each Buyer Lender, and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Person Taxes or Other Taxes (which term including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent or such Lender, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent or such Lender as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Without limiting the provisions of Section 3.01(a) or 3.01(b), each Lender shall, and do hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for purposes the Loan Parties and the Administrative Agent) incurred by or asserted against the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to Section 3.01(e). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement shall, following or any other Loan Document against any amount due to the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in Administrative Agent under this clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described ii). The agreements in this clause (ii) or (iii) shall survive the resignation and/or replacement of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection withAdministrative Agent, any transaction contemplated by this Agreement, (y) Tax assignment of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claimrights by, or the commencement of any suitreplacement of, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within a Lender, the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days termination of the date on which Aggregate Commitments and the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days repayment, satisfaction or discharge of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherall other Obligations.

Tax Indemnification. (a) XxThe Originator agrees to pay, and to indemnify, defend and hold harmless the Issuer, Indenture Trustee or the Noteholders from, any taxes which may at any time be asserted with respect to, and as of the date of, the transfer of the Contracts to the Issuer and the pledge by the Issuer to the Indenture Trustee, including, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes and costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by the Originator or the Servicer under this Agreement or imposed against the Issuer, a Noteholder or otherwise. Xxxxxx and Seller herebyNotwithstanding any other provision of this Agreement, jointly and severallythe obligation of the Originator under this Section 12.03 shall not terminate, indemnify each Buyer Indemnified Person (which term for purposes with respect to obligations incurred by the Servicer prior to a Servicer Transfer, upon a Servicer Transfer pursuant to Article Eight of this Agreement shalland shall survive any termination of this Agreement. (b) The Originator agrees to pay and to indemnify, following defend and hold harmless the ClosingIssuer and the Indenture Trustee, include the Companies) against and agree to hold each Buyer Indemnified Person harmless on an after-tax basis (as hereinafter defined), from any (u) Tax state or local personal property taxes, gross rent taxes, leasehold taxes or similar taxes which may at any time be asserted with respect to the ownership of the Company Contracts (including security interests therein) and the receipt of rentals therefrom by the Issuer, and costs, expenses and reasonable counsel fees in defending against the same, excluding, however, taxes based upon or measured by gross or net income or receipts (other than taxes imposed specifically with respect to rentals). As used in this Section, the term "after-tax basis" shall mean, with respect to any payment to be received by an indemnified person, that the amount to be paid by the Originator shall be equal to the sum of (i) the amount to be received without regard to this sentence, plus (ii) any additional amount that may be required so that after reduction by all taxes imposed under any federal, state and local law, and taking into account any current credits or deductions arising therefrom, resulting either from the receipt of the payments described in both clauses (i) and (ii) hereof, such sum shall be equal to the amount described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005above. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following MCRH hereby indemnifies the Closing, include the Companies) Company against and agree agrees to hold each Buyer Indemnified Person it harmless from any (ui) Tax of the Company described in clause (i) of the definition of Tax related EIC relating to a Pre-Closing Tax Period, (v) Tax described in clause Period and (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments ) arising out of or incident to the imposition, assessment or assertion of any Tax described in (ui), (v)including those liabilities, (w)costs and expenses incurred in the contest in good faith in appropriate proceedings relating to the imposition, (x) assessment or (y)assertion of any such Tax, in each case suffered by the Company after the Closing (the sum of (v), (w), (x), (yi) and (zii) being referred to herein as an “EIC Tax Loss”). Each Management Holder, severally and not jointly, according to its respective Pro Rata Share, hereby indemnifies the Company against and agrees to hold it harmless from any (i) Tax of EMIB or EMI relating to a Pre-Closing Tax Period and (ii) liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Tax described in (i), including those liabilities, costs and expenses incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case suffered by the Company after the Closing (the sum of (i) and (ii) being referred to as a “EMIB/EMI Tax Loss”; and collectively with any EIC Tax Loss, a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of If any claim or demand for Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems pursuant to be within the ambit of this Section 9.03 6.03 is asserted against the Company, the Company shall notify MCRH (specifying with reasonable particularity relating to any Tax of EIC) or the basis therefor). Buyer Management Holders (relating to any Tax of EMI or EMIB) of such claim or demand within 10 days of receipt thereof, and shall give Xx. Xxxxxx and Seller MCRH or the Management Holders, as applicable, such information with respect thereto as either MCRH or them the Management Holders, as applicable, may reasonably request. Each of Xx. Xxxxxx and Seller mayMCRH or the Management Holders, as applicable, may discharge, at his or its own expenseany time, participate in their indemnification obligation under this Section 6.03 by paying to the defense Company the amount of the applicable Tax Loss, calculated on the date of such suitpayment. The Company shall not settle or conclude any contest or proceeding (including, action without limitation, a Tax audit) relating to Taxes for which indemnification may be sought from MCRH under this Section 6.03 without MCRH’s approval, not to be unreasonably withheld. Neither MCRH nor any Management Holder shall be liable under this Section 6.03 for any amount arising out of a contest or proceedingproceeding of which MCRH or the Management Holders, as applicable, were not notified as required under this Section 6.03(b) to the extent that the failure to so notify prejudiced MCRH or the Management Holders, as applicable. (c) Notwithstanding Section 6.03(a), if MCRH’s or the Management Holders’, as applicable, indemnification obligation under this Section 6.03 arises in respect of an adjustment which makes allowable to the Company any deduction, amortization, exclusion from income or other allowance for any taxable period beginning after the Closing Date (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then the Company shall pay over to MCRH or the Management Holders (according to their respective Pro Rata Shares), as applicable, the tax savings attributable to such Tax Benefit (calculated on a with-and-without basis) as and when realized by the Company; provided, however, that the amount paid to MCRH or the Management Holders, as applicable, pursuant to this provision with respect to any indemnification obligation shall not exceed the amount paid by MCRH or the Management Holders, as applicable, pursuant to Section 6.03 with respect to such indemnification obligation. (d) Except as otherwise provided in Section 6.02(a), the Company shall pay (i) to MCRH any refunds of Taxes paid by EIC received by the Company and (ii) to the Management Holders (in proportion to their Pro Rata Share) any refunds of Taxes paid by EMIB or EMI received by the Company, in each case within ten (10) Business Days of the receipt thereof, it being understood that all determinations such refunds will be claimed in cash rather than as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days a credit against future Taxes of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherCompany and/or its Subsidiaries.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion Seller shall indemnify and hold harmless the Company Entities (on an after-tax basis) against and in respect to 100% of such Tax related any and all Losses that result from, arise out of, or relate to, directly or indirectly (a) Taxes (or the non-payment thereof), other than Income Taxes, of the Seller Entities or with respect to the portion assets of such Tax period the Business, in each case for all taxable periods ending on and including or before the Closing Date shall Date, (xb) Income Taxes (or the non-payment thereof) of the Seller Entities or with respect to the assets of the Business, in each case for all taxable periods ending on or before the case Effective Date, (c) Straddle Period Taxes, (d) any and all Taxes of any Taxes other than gross receiptsPerson imposed on a Seller Entity as a transferee or successor, sales or use Taxes pursuant to the application of article 34 or 35 of the Xxxxx Xxxxxxxxxx Xxx 0000 (Invorderingswet 1990), pursuant to a contractual obligation, requirements of Law, or otherwise, and Taxes based upon or related relating to income, be deemed the period prior to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and (e) any Taxes attributable to the denominator sale, distribution, transfer or other disposition prior to the Closing of which is real or personal property held by the number of days in the entire Tax periodSeller Entities, and (yf) 100% of the transfer, documentary, sales, use, stamp, registration, and other such Taxes, and any conveyance fees or recording charges incurred in connection with the Transactions (other than Dutch Real Estate Transfer Tax) (“Transfer Taxes” and, collectively with the Taxes described in the case foregoing clauses (a) through (d), the “Pre-Closing Taxes”). The foregoing indemnification shall not be subject to the limitations set forth in Article 7. Notwithstanding anything in this Agreement to the contrary, “Pre-Closing Taxes” shall not include any Taxes incurred: (i) solely as a result of the Seller’s formation of the Company as a direct and wholly owned Subsidiary of the Seller; (ii) solely as a result of the contribution to the Seller by the shareholders of the Seller of all of the outstanding equity interests in ID&T Merchandise B.V., a company organized under the laws of the Netherlands; or (iii) solely as a result of the Company’s acquisition of all of ID&T Holding’s assets (including equity interests indirectly owned by ID&T Holding) and liabilities (other than ID&T Holding’s 100% interest in ID&T International) pursuant to those steps of the Reorganization that are necessary to implement such acquisition, and the Seller shall have no indemnification obligation pursuant to this Agreement in respect of such Taxes. The Seller shall use (and shall cause ID&T Holding to use) commercially reasonable efforts to minimize any Tax based upon or related liability to income and any gross receipts, sales or use Tax, be deemed equal of the Company Entities for Taxes attributable to the amount which would termination of the Dutch fiscal unity headed by ID&T Holding. The Seller will not be payable if obligated to indemnify the relevant Tax period ended on and included Company Entities under Section 6.1 or 6.2 to the Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating extent that any Tax Loss has been incurred by a Buyer Indemnified Person and for which the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation would otherwise be required to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal Company Entities has been included in a working capital adjustment to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx Total Consideration or Seller with written notice of a Tax Loss at least 30 days prior is otherwise already reflected as an adjustment to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03Total Consideration. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx1. Xxxxxx and Seller hereby, jointly and severally, indemnify hereby indemnifies each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Indemnitee against and agree agrees to hold each Buyer Indemnified Person Indemnitee harmless from from, without duplication, any (uv) Tax of the any Strategix Company or any Subsidiary or relating to any Strategix Asset described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (vw) Tax described in clause (ii) or (iii) of the definition of Tax, (wx) Tax of any Strategix Company or any Subsidiary or relating to any Strategix Asset incurred as a result of the Section 338(h)(10) Election, (y) Tax of any Strategix Company or any Subsidiary or relating to any Strategix Asset resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement 8.02 or to any payment made as a result of8.03, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x), (y) or (y), z) and any liability as transferee (the sum of (v), (w), (x), (y) ), and (z) being referred to herein as a “Tax "Loss”"); provided that neither Xx. Xxxxxx nor Seller shall have any no liability for the payment of any ad valorem real property Loss to the extent that such Tax is reflected as a liability on the Closing Balance Sheet prepared in accordance with Section 2.03(a) (excluding any provision for deferred income taxes). Seller's liability with respect to any claim for indemnity under this Section 8.06(a) shall be reduced by (or Seller shall be reimbursed on account of) the tax benefit actually realized by the Buyer Indemnitees as a result of the payment of the Loss upon which such Indemnity Claim is based, and shall include any tax detriment actually suffered by the Buyer Indemnitees as a result of the payment of such Loss or the receipt of an indemnity payment in respect thereof, determined so that payment by Seller of such indemnity claim, as adjusted to give effect to any such tax benefit or detriment, will make the Land in Buyer Indemnitees as economically whole as is reasonably practical with respect of any period beginning after December 31, 2005to the Loss upon which such indemnity claim is based. (b) 2. For purposes of this Section 9.03(a)Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such a Pre-Closing Tax period ending on and including the Closing Date Period shall (x) in the case of any Taxes 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. The portion of any credits relating to a Tax period that begins before and ends after the Closing Date shall be determined as though the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Strategix Companies and the Subsidiaries. In the case of an interest in an entity that is fiscally transparent for Tax purposes, items shall be deemed to flow through on a daily basis rather than at the close of the entity's Tax year. (c) Not later than 30 days after receipt 3. Upon payment by Xx. Xxxxxx or Seller any Buyer Indemnitee of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requestedLoss, Xx. Xxxxxx and Seller shall discharge their its obligation to indemnify the Buyer Indemnified Person Indemnitee against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing; provided, however, that if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified PersonIndemnitee, within that 30-day period Xx. Xxxxxx and Seller shall discharge their its obligation to indemnify the Buyer Indemnified Person Indemnitee against such Tax Loss by making payments paying an amount equal to the amount of such Loss to the relevant Taxing Authority or Buyer, as directed by Buyer, . 4. Any payment pursuant to this Section 8.06 shall be made not later than 30 days after receipt by Seller of written notice from Buyer in an aggregate amount equal to accordance with the proviso in Section 8.06(c) or stating that any Loss has been incurred by a Buyer Indemnitee and the amount thereof and of such Tax Lossthe indemnity payment requested. The payment by a Buyer Indemnified Person Indemnitee of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations its obligation under this Section 9.038.06. (d) 5. Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 8.06 (specifying with reasonable particularity the basis therefor). Buyer shall ) and will give Xx. Xxxxxx and Seller such information with respect thereto as either or them Seller may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, (i) participate in and, (ii) except in the case of claims that relate to Taxes described in Section 8.06(b), upon notice to Buyer, assume the defense of any such suit, action or proceedingproceeding (including any Tax audit); provided that (i) Seller's counsel is reasonably satisfactory to Buyer, it being understood that all determinations as (ii) Seller shall thereafter consult with Buyer upon Buyer's reasonable request for such consultation from time to the ultimate conduct of time with respect to such actionsuit, suit action or proceeding (including any Tax audit) and (iii) Seller shall not, without Buyer's consent (which consent shall not be unreasonably withheld), agree to any settlement with respect to any Tax if such settlement could materially adversely affect the settlement Tax liability with respect to any Post-Closing Tax Period of Buyer, any of its Affiliates or, upon the Closing, any Strategix Company or any Subsidiary. If Seller assumes such defense, (i) Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller and (ii) Seller shall not assert that the Loss, or any portion thereof) , with respect to which Buyer seeks indemnification is not within the ambit of this Section 8.06. If Seller elects not to assume such defense, Buyer may pay, compromise or contest the Tax at issue. Seller shall be liable for the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense thereof. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in Buyer’s sole discretionthe defense or prosecution thereof. (e6. Seller shall not be liable under this Section 8.06 with respect to any Tax resulting from a claim or demand the defense of which Seller was not offered the opportunity to assume as provided under Section 8.06(e) to the extent Seller's liability under this Section is adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Seller of any liability under this Section 8.06. 7. Any claim of any Buyer Indemnified Person Indemnitee (other than Buyer) under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified PersonIndemnitee. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following After the Closing, include the Companies) against Sellers’ Representative, on behalf of each Seller, shall indemnify, defend and agree to hold each Buyer harmless, without duplication, the Purchasers’ Indemnified Person harmless Parties from any (u) Tax of the Company described in clause and against: (i) any Taxes imposed on any of the definition Target Companies by reason of being a member of an affiliated, consolidated, unitary, or combined group for a taxable period ending on or before the Closing Date, or as a transferee or successor under any Tax related allocation, sharing or assumption agreement or by operation of Law with respect to a Pre-Closing Tax Periodsuch period, (v) Tax described in clause (ii) or (iii) any Taxes imposed on any of the definition of TaxTarget Companies, (w) Tax or for which any of the Company resulting from a breach of Target Companies may otherwise be liable, for any taxable period ending on or before the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code Closing Date and, with respect to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), 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 DateStraddle Period, the portion of such Tax related to the portion of such Tax period Straddle Period ending on and including the Closing Date shall Date, (xiii) 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 the case or breach of any Taxes other than gross receiptsrepresentation or warranty under Section 3.9 (Taxes) (in each case determined as to occurrence and amount without regard to any materiality, sales material adverse effect or use Taxes and Taxes based upon or related to incomesimilar qualifiers), be deemed to be provided that the amount of such Taxes or Losses resulting from such inaccuracy or breach are in excess of USD 75,000, or (B) any breach or non-performance of any covenant or agreement in Section 5.1(a)(xi) (Conduct of the Target Business), or in this Article VII (Tax for Matters), (iv) any Taxes resulting from or relating to the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including Pre-Closing Reorganization Transactions or any other restructuring simultaneous with or prior to the Closing Date and involving any of the denominator of which is the number of days in the entire Tax periodTarget Companies, and (yv) Sellers’ portion of any Transfer Taxes as determined in Section 7.1 (Transfer Taxes). Notwithstanding anything to the case 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 based upon Return or related change in any Tax election or Tax method of accounting of the Target Companies by any member of the Purchasers’ Group after the Closing. (b) After the Closing, the Purchasers’ Representative, on behalf of each Purchaser, shall indemnify, defend and hold harmless, without duplication, the Sellers’ Indemnified Parties from and against: (i) except for Taxes described in Section 7.6(a) (Tax Indemnification), any Taxes imposed on any of the Target Companies or for which any of the Target Companies may otherwise be liable for any taxable period beginning after the Closing Date (and with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date), (ii) any Taxes or Losses imposed on or incurred by the Sellers or any of the Target Companies arising out of or resulting from any breach or non-performance of any covenant or agreement in this Article VII (Tax Matters) and (iii) Purchasers’ portion of any Transfer Taxes as determined in Section 7.1 (Transfer Taxes). (c) If any indemnification obligation under this Section 7.6 (Tax Indemnification) arises as a result of an adjustment that has the effect of reducing the amount of Tax for which the Indemnified Party would otherwise be responsible under this Section 7.6 (Tax Indemnification), including as a result of the re-allocation of any item of income from one taxable period to another, then the amount of such indemnification obligation shall be reduced by the amount of such reduction in Tax. (d) If any Indemnifying Party has paid an amount in discharge of any claim under this Section 7.6 (Tax Indemnification) and any gross receiptsmember of the Indemnified Party’s Group actually receives a refund (whether received in cash or by way of an actual reduction of Taxes otherwise payable) of the Taxes giving rise to such claim, sales the Purchasers’ Representative or use Taxthe Sellers’ Representative, be deemed as applicable, shall procure that the relevant member of the Indemnified Party’s Group shall, pay to the Sellers’ Representative or the Purchasers’ Representative, as applicable, as soon as practicable after receipt of such refund an amount equal to such refund less any reasonable costs and expenses incurred in obtaining such refund, provided, that in no case shall the amount which would be payable if under this Section 7.6(d) (Tax Indemnification) by the relevant Tax period ended Indemnified Party exceed the amount previously paid by the relevant Indemnifying Party to the relevant Indemnified Party. (e) For the avoidance of doubt, any payment of estimated Taxes, or any other prepayment of Taxes or deposit made in respect of Taxes, made by, or on and included behalf of or for the account of, any Target Company on or before the Closing Date in respect of any Taxes for a Straddle Period shall be treated as a payment by the Sellers of Taxes of such Target Company allocable to the portion of such Straddle Period ending on the Closing Date. (cf) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller No claim for indemnification shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations made under this Section 9.03. 7.6 (dTax Indemnification) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or after the assertion of any claim, or date that is ninety (90) days after the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days expiration of the date on which applicable statute of limitations (taking into account any extension or waiver thereof after the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherClosing).

Tax Indemnification. (a) Xx. Xxxxxx From and Seller herebyafter the Closing Date, jointly and severally, the Company Holders shall indemnify each Buyer the Parent Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Parties against and agree to hold each Buyer Indemnified Person harmless from any and all Losses suffered or incurred (u“Tax Losses”) Tax that arise out of, or result from (i) Taxes of the Company described in clause with respect to all taxable periods ending on or prior to the Closing Date; (iii) of the definition of Tax related with respect to a Pre-Closing Tax any Straddle Period, the portion of Taxes payable by or assessed against the Company which are properly allocated to the part of such Straddle Period ending on the Closing Date and (iii) Taxes imposed on a Parent Indemnified Party as a result of (x) a breach of a representation or warranty set forth in Section 3.18 hereof or (y) a breach of a covenant or agreement set forth in Section 5.10 hereof, (iv) Taxes arising out of any transactions entered into in connection with or pursuant to this Agreement; and (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from Taxes imposed on any indemnification payments received by a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by Parent Indemnified Party under this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(aAgreement, with respect to any taxable year or period beginning before and ending after the Closing Date (“Straddle Period”), an allocation of Taxes shall be made to the part of such Straddle Period which ends on the Closing Date based on (i) the closing of the books method, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes income Taxes, (but does not end onii) the Closing Date, number of days elapsed between the portion beginning of such Tax related Straddle Period to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax periodproperty Taxes, and (yiii) when the relevant transaction occurs, in the case of any Tax based upon or related to income sales 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 Closing Datereceipts Taxes. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) XxSubject to Section 8.5, from and after the Closing Date, each Seller, severally (in proportion to its Seller Proportion, except to the extent subject to the second sentence of this Section 9.1(a)) but not jointly, shall pay or cause to be paid and shall indemnify and hold harmless the Purchaser Indemnified Parties from and against (i) any Excluded Taxes and (ii) any costs and expenses, including reasonable legal fees and expenses attributable to any Excluded Taxes; provided that no Seller shall be required to pay or cause to be paid or indemnify or hold harmless Purchaser or any of its Affiliates from and against any Taxes for which Purchaser is responsible pursuant to Section 9.1(b). Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for For purposes of this Agreement shallSection 9.1(a), following the ClosingExcluded Taxes described in clauses (a), include the Companies(b), (c), (d), (e)(ii), (f)(ii) against and agree to hold each Buyer Indemnified Person harmless from any (uh) Tax of the Company definition thereof shall be borne by each Seller in proportion to its Seller Proportion; Excluded Taxes described in clause (ie)(i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax thereof shall be borne by the breaching Seller; and Excluded Taxes described in clause clauses (iif)(i) or and (iiig) of the definition of Tax, (w) Tax thereof shall be borne the Seller whose action or failure to act caused the imposition of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005relevant Tax. (b) For purposes of this Subject to Section 9.03(a)8.5, in the case of Purchaser shall pay or cause to be paid and shall indemnify and hold harmless Sellers from and against (i) any Taxes that are imposed arising from or in connection with any action or transaction taken by Purchaser on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall after the Closing that is outside the ordinary course of business, (xii) in the case any Taxes resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement, (iii) any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related for which Purchaser is responsible pursuant to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax periodSection 9.6, and (yiv) in the case of any Tax based upon costs 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with expenses including reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, legal fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand attributable to any item described in Sections 9.1(b)(i), (ii) and Xx. Xxxxxx and Seller on the other(iii).

Tax Indemnification. (a) Xx. Xxxxxx and Seller herebyExcept to the extent included in the adjustment to Consideration contemplated by Section 1.4 hereof, the Management Sellers shall jointly and severally, indemnify each and the other Sellers shall severally (on a Pro Rata basis), indemnify, defend, and hold harmless the Buyer Indemnified Person (which term for purposes Parties from and against any and all Losses asserted against, resulting to, imposed on, sustained, incurred or suffered by, or asserted against any of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless Parties, directly or indirectly, by reason of or resulting from any (u) Tax of the Company described in clause and all Taxes imposed upon CCI with respect to (i) of the definition of Tax related to a any Pre-Closing Tax Period, (v) Tax described in clause (ii) or any Straddle Period but only with respect to the portion of such Straddle Period ending on the close of business on the Closing Date and in the manner provided in paragraph 7.7(d) hereof and (iii) any Transfer Taxes for which the Sellers are liable pursuant to Section 5.1(a). (b) Without limiting the generality of Section 7.7(a) above, the Sellers shall indemnify, defend, and hold harmless the Buyer Indemnified Parties from and against any and all Losses asserted against, resulting to, imposed on, sustained, incurred or suffered by, or asserted against any of the definition Buyer Indemnified Parties, directly or indirectly, by reason of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax or resulting from the application imposition of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made Taxes on CCI as a result ofof the sale, transfer, assignment or in connection withdistribution of any of the Excluded Assets. Notwithstanding anything to the contrary contained herein, the Sellers shall not be liable for any transaction Losses incurred by any of the Buyer Indemnified Parties by reason of or resulting from (i) the imposition of Taxes on CCI as a result actions of CCI on the Closing Date that are caused by the Buyer and not contemplated by this Agreement, or (yii) Tax from the failure of the Company resulting from a termination of any Buyer to file all Tax Sharing Agreement Returns required to be filed by the Buyer pursuant to Section 5.05(d5.1(b) and (z) any liabilitieson a timely basis, costsprovided, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a)however, in the case of clause (ii) hereof, the Sellers have prepared and delivered such Tax Returns to the Buyer in the time and manner prescribed in Section 5.1(b). (c) The Buyer shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Losses asserted against, resulting to, imposed on, sustained, incurred or suffered by, or asserted against any of the Seller Indemnified Parties, directly or indirectly, by reason of or resulting from any and all Taxes that are imposed on a periodic basis CCI with respect to (i) any Post-Closing Period and are payable for a Tax period that includes (ii) any Straddle Period, but does not end on) the Closing Date, the portion of such Tax related only with respect to the portion of such Tax period ending on Straddle Period beginning the day after the Closing Date and including in the manner provided for in paragraph 7.7(d) hereof. (d) For purposes of determining the amount of Taxes for or which relate to a Straddle Period, the Closing Date shall be treated as the last day of a taxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on and include the Closing Date: (xi) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and that are either (yx) in the case of any Tax based upon or related to income or receipts (and corresponding losses and deductions) or (y) imposed in connection with any gross receiptssale, sales transfer, assignment or use Taxdistribution of property (real or personal, tangible or intangible) (and corresponding losses and deductions), shall be deemed equal to the amount which would be payable if the relevant period for which such Tax period is assessed ended on and included the Closing Date. , and (cii) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense cases of such suitTaxes other than Taxes described in clause (i) hereof, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretioncomputed on a per diem basis. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx The Company and Seller hereby, the Shareholders hereby jointly and severallyseverally indemnify Parent and Surviving Corporation against, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person Parent and Surviving Corporation harmless from from, any loss, liability or expense attributable to (ui) any Tax with respect to income (including, to the extent based on income, state franchise Taxes), transfer Tax, employment or withholding Tax related to employee tips income (actual and allocated) and related reporting requirements, and gross receipts or royalty Tax in respect of any franchise operation and any other Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing the Tax Indemnification Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) any Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result ofSections 3.9, or in connection with11.2, any transaction contemplated by this Agreement11.3, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and 11.4, and (ziii) any 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 the imposition, assessment or assertion of any Tax described in (u), (v), (w), (xi) or (yii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any liability as transferee or successor (the sum of (vi), (wii), (x), (y) and (ziii) being referred to herein as a “Tax "Loss”"); provided that neither Xx. Xxxxxx nor Seller Parent and Surviving Corporation shall give the Shareholders ten days notice of any claim of Loss, and the Shareholders shall have any liability for the payment of any ad valorem real property tax opportunity to defend Parent and Surviving Corporation in respect of the Land in respect of any period beginning after December 31, 2005accordance with Section 9.4 hereof. (b) For purposes If a claim is made against Parent and/or Surviving Corporation for any Loss as defined in Section 11.5(a) hereof, Parent or the Surviving Corporation shall notify the Shareholders as provided in Section 11.4(a). Parent and/or Surviving Corporation shall, at the Shareholders' expense, take such action as the Shareholders may reasonably request in writing with respect to such Loss, and if reasonably requested by the Shareholders and upon the prior payment to the Parent or Surviving Corporation of this Section 9.03(a)an amount equal to such Loss, 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 Datepayment by Parent or Surviving Corporation shall be made under protest. If protest is made, Parent and/or Surviving Corporation shall, the portion of Shareholders' expense, take such Tax related action as the Shareholders may reasonably request to recover such payment and shall, if requested, permit the portion of Shareholders in Parent's and/or Surviving Corporation's name to file a claim or prosecute an action to recover such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Datepayment. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller For the purposes of written notice from Buyer stating this Section 11.4, the parties hereby agree that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal all notices to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior Shareholders shall be delivered to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03Arthxx X. Xxxxx. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding The indemnity set forth in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity 11.4 shall terminate upon the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days expiration of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days applicable statutory period of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherlimitations.

Tax Indemnification. (ai) Xx. Xxxxxx If the Closing shall occur, Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against, and reimburse any Buyer Indemnitees for, all (A) Excluded Taxes, (B) Transfer Taxes to the extent required to be borne by Seller hereby, jointly pursuant to Section 10.5; (C) Taxes arising from or in connection with the failure of any representation or warranty made by the Company in Section 3.10 (Taxes) to be true and severally, indemnify each Buyer Indemnified Person correct (which term where (x) references to “Material Adverse Effect” contained in such representation or warranty shall be deemed to be references to “material to the Company” and (y) all references to “material” contained in such representation or warranty (including references to “material to the Company” as a result of clause (x) above) shall be taken into account solely for purposes of this Agreement shalldetermining whether such representation or warranty have been breached or violated, following but not for purposes of calculating the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company Loss resulting from a such breach of the provisions of Section 3.13 or violation (xit being agreed that, for such purpose, all qualifications as to Material Adverse Effect and materiality contained in such representation or warranty shall be ignored); (D) Tax resulting Taxes arising from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, with any transaction contemplated breach by this Agreement, (y) Tax of the Company resulting from a termination or Seller of any Tax Sharing Agreement pursuant to Section 5.05(d) of their covenants or agreements contained herein; and (zE) any liabilities, costs, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses) attributable to any item in clauses (A) through (D); provided, however, that Buyer Indemnitees shall not be entitled to recover any Taxes pursuant to this Section 6.8(h)(i) to the extent a Liability for such Taxes was specifically reflected and identified as such in the Net Working Capital. Notwithstanding Section 9.4(d) and Section 9.4(f), losses, damages, assessments, settlements or judgments arising out the limitations under Section 9.4(d) shall not apply to any claim under any of or incident to the imposition, assessment or assertion of any Tax described in (uSection 6.8(h)(i)(A), (vB) or (D) (or, to the extent relating thereto, Section 6.8(h)(i)(E)) regardless of whether such claim could also be made under Section 6.8(h)(i)(C), and the limitations under Section 9.4(f)(B) shall not apply to any claim -42- under Section 6.8(h)(i)(D) (or, to the extent relating thereto, Section 6.8(h)(i)(E)) regardless of whether such claim could also be made under any of Section 6.8(h)(i)(A), (w), (xB) or (yC), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (bii) For purposes of this Section 9.03(a)If the Closing shall occur, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees from and against, and reimburse any Seller Indemnitees for, all (A) Taxes arising from or in the case connection with any breach by Buyer of any of its covenants or agreements contained herein; (B) Transfer Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is extent required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced borne by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costsSection 10.5; and (C) costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherexpenses) attributable to any item in clauses (A) through (B).

Tax Indemnification. a. LP represents and warrants that at no time during the Term will LP take or omit to take, nor will it permit any sublessee or assignee of LP to take or omit to take, any action (a) Xx. Xxxxxx and Seller herebywhether or not such act or omission is otherwise permitted by MCM or by this Lease), jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following that will result in the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax disqualification of the Company described Aircraft for, or recapture of, all or any portion of the items of deduction and credit specified in clause Annex B (“Tax Benefits”) in the hands of the MCM. LP will not, however, be obligated to indemnify Lessor (i) to the extent imposed with respect to any claim solely based on events occurring after the earlier of (A) the expiration or other termination of the definition Term in circumstances not requiring the return of the Aircraft and payment in full of all amounts due from Lessee under this Lease and any other Document and (B) the satisfaction by Lessee of all its obligations under section 11 and payment in full of all amounts due from Lessee under this Lease and any Document, except in each case to the extent such Claims result from an exercise of remedies under this Lease following the occurrence and during the continuation of an Event of Default. b. If as a result of a breach of any representation, warranty or covenant of LP contained in this Lease (i) tax counsel to MCM reasonably satisfactory to LP reasonably determines that MCM (or any of its members) is not entitled to claim on its Federal income tax return all or any portion of the Tax related Benefits with respect to a Pre-Closing Tax Periodthe Aircraft, (v) Tax described in clause or (ii) any Tax Benefit claimed on the Federal income tax return of MCM (or any of its members) is disallowed or adjusted by the Internal Revenue Service, or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and Benefit is recalculated or recaptured (z) any liabilitiesdetermination, costsdisallowance, expenses (includingadjustment, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements recalculation or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) recapture being referred to herein as a “Tax Loss”); provided , then LP will pay to MCM, as an indemnity and as additional rent, an amount that neither Xxwill cause MCM’s (or, as applicable, its members’) after-tax economic yields and cash flows to equal the Net Economic Return that would have been realized by MCM (or, as applicable, its members) if such Loss had not occurred. Xxxxxx nor Seller shall have any liability Such amount will be payable upon demand accompanied by a statement describing in reasonable detail such Loss and the computation of such amount. The economic yields and cash flows will be computed on the same assumptions as were used by MCM and its members in originally evaluating the transaction (“Net Economic Return”). c. All of the rights, privileges and indemnities of MCM contained in this Section 15 will survive the expiration or other termination of this Lease and are expressly made for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax periodbenefit of, and (y) in the case of any Tax based upon or related to income will be enforceable by, MCM and any gross receiptsits members, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Datetheir respective successors and permitted assigns. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include each of the Indemnifying Parties shall severally and not jointly (pro rata in accordance with such Indemnifying Party’s Pro Rata Portion) indemnify and hold each of Parent and Merger Sub and its Affiliates (including, after the Closing, the Acquired Companies) against and agree to hold each Buyer Indemnified Person (each, a “Tax Indemnitee”), harmless in accordance with the provisions of Article 10 from any and all Taxes levied or imposed on the Acquired Companies in respect of its income, Business, property or operations or for which the Acquired Companies may otherwise be liable (ui) Tax for any period ending prior to or on the Closing Date, including the portion of any Straddle Period ending on the Closing Date, and including Taxes arising out of the Company described transactions and deemed transactions contemplated in this Agreement; provided, however, that the Indemnifying Parties shall be liable under this clause (i) of only to the definition of extent that any such Tax related to a Pre-Closing exceeds the amount, if any, reserved for such Tax Period, in the Final Working Capital (v) Tax described in clause “Current Taxes Payable”); (ii) for any obligation to contribute to the payment of a Tax determined on a consolidated, combined, or unitary basis with respect to a group of corporations of which the Payment Parties or any subsidiary of the Payment Parties (other than the Acquired Companies), are or were the common parent; (iii) except as otherwise provided in Section 7.5, for any costs or expenses of contests or controversies relating to Taxes indemnified hereunder; or (iv) a sale occurring on or prior to the Closing Date that is accounted for under the installment method of accounting as defined in section 453(c) of the Code (or any corresponding provision of state, local or foreign income Tax Law). Notwithstanding anything herein to the contrary, in no event will a Tax Indemnitee be indemnified pursuant to this Agreement for (i) any Taxes of the Acquired Companies for any taxable period or portion thereof commencing after the Closing, or (ii) any Taxes arising from, and attributable to, any discretionary act, omission or transaction that is initiated by Parent or any of its Affiliates with respect to the Acquired Companies outside the ordinary course of business any time after Closing (including on the Closing Date but after Closing), and that are not otherwise contemplated in this Article 7, or (iii) of the definition of Tax, (w) Tax of the Company any employer-paid employment taxes resulting from a breach of cashing out Company Options and Stock Appreciation Rights in the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for Acquired Companies where the payment of any ad valorem real property tax employment taxes reduces the amount of such employment taxes that would be payable later in respect the year of the Land in respect of any period beginning after December 31, 2005Closing. (b) For purposes If, during any taxable period beginning prior to the final release of the Escrow Fund, a Tax Indemnitee derives a Tax benefit (including without limitation a refund, credit, or reduction in Tax) that is attributable, directly or indirectly, to an event or circumstance for which it received an indemnity payment under this Section 9.03(a)7.1, and the Tax Indemnitee determines, in its commercially reasonable judgment, that the case effect of any Taxes that are imposed on a periodic basis and are payable for a the Tax period that includes (but does not end on) the Closing Datebenefit is to reduce or offset, in whole or in part, the portion of such cost for which it was indemnified, then the Tax related Indemnitee shall rebate to the portion of such Tax period ending on and including the Closing Date shall (x) 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 Payment Parties the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon actual economic savings that it reasonably determines to be attributable to that reduction 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 Closing Dateoffset. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the Any indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Personmade pursuant to this Section 7.1 shall be made pursuant to, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments subject to the relevant Taxing Authority or Buyerconditions and limitations contained in, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03Article 10. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the CompaniesCompany) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shallExcept to the extent such Taxes have been reflected in the Per Diem Allocation per Section 7.6, following the Closing, include the Companies) against Seller shall be solely liable for, shall pay and agree to shall protect, defend, indemnify and hold each harmless Buyer Indemnified Person harmless and its Affiliates from any (u) Tax of the Company described in clause (i) any and all Taxes which relate to or result from the income, business, property or operations of the definition Purchased Assets, the Assumed Liabilities, or the Business for Pre-Closing Tax Periods, (ii) any and all Losses arising out of, resulting from or incident to any breach by Seller of any covenant contained in this Article VII, and (iii) any Taxes or Losses attributable to recapture of any Tax related benefits, relief or incentives pursuant to the tax treatment described in Section 5.13 and claimed in Pre-Closing Tax Periods to the extent that such benefit, relief or incentive is lost or recaptured as a result of the transactions occurring pursuant to this Agreement; provided, however, that in the case of each of the foregoing clauses (i), (ii) and (iii) such indemnification with respect to Taxes other than Income Taxes shall be limited by Sections 8.1, 8.5, 8.6, and 8.7. (b) Following the Closing, Buyer shall be solely liable for, shall pay and shall protect, defend, indemnify and hold harmless Seller and its Affiliates from (i) any and all Taxes which relate to or result from the income, business, property or operations of the Purchased Assets, the Assumed Liabilities, or the Business for Post-Closing Tax Periods, and (ii) any and all Losses arising out of, resulting from or incident to any breach by Buyer of any covenant contained in this Article VII. (c) In the case of any Straddle Tax Period: (i) Real, personal and intangible property taxes and any other Taxes levied on a per diem basis and set forth in Schedule 7.5(c) (“Per Diem Taxes”), of any Person for a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code Period shall be equal to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 Per Diem Taxes for the entire Straddle Tax period Period multiplied by a fraction fraction, the numerator of which is the number of days during the Straddle Tax Period that are in the Pre-Closing Tax period ending on and including the Closing Date Period and the denominator of which is the total number of days in the entire Straddle Tax period, and Period; and (yii) in the case Taxes of any Person (other than Per Diem Taxes) for any Pre-Closing Tax based upon or related to income and any gross receipts, sales or use Tax, Period shall be deemed equal to computed as if such Tax Period ended as of the amount which would be payable if close of business on the relevant Tax period ended on and included day before the Closing Date. (cd) Not If any Tax Proceeding is initiated by any Tax Authority that could result in indemnification (an “Indemnified Tax Claim”) of any Party (the “Tax Indemnified Party”) by another Party (the “Tax Indemnifying Party”) under this Section 7.5, the Tax Indemnified Party shall promptly, but in no event later than 30 the earlier of (i) ten (10) days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any the Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount Authority of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx claim or Seller with written notice of a Tax Loss at least 30 (ii) fifteen (15) days prior to the date on which required for the relevant filing of any response to or protest of such claim, notify the Tax Loss is required Indemnifying Party in writing of such fact. Failure to be paid by any Buyer timely provide such notice shall not affect the right of the Tax Indemnified PersonParty’s indemnification hereunder, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments except to the relevant Taxing Authority extent the Tax Indemnifying Party is prejudiced by such delay or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretionomission. (e) Any The Tax Indemnifying Party shall control all decisions with respect to any Tax Proceeding involving an Indemnified Tax Claim and the Tax Indemnified Party shall take such action (including settlement with respect to such Tax Proceeding or the prosecution of such Tax Proceeding to a determination in a court or other tribunal of initial or appellate jurisdiction) in connection with a Tax Proceeding involving an Indemnified Tax Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts; provided that (i) within twenty (20) days after the notice required by Section 7.5(d) has been delivered (or such earlier date that any payment of Taxes with respect to such claim is due but in no event sooner than five (5) days after the Tax Indemnifying Party’s receipt of such notice), the Tax Indemnifying Party requests that such claim be contested, and (ii) if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and xxx for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. In such case, the Tax Indemnifying Party shall be entitled to all interest paid by the relevant Tax Authority with respect to such refund. The Tax Indemnified Party shall not make any Buyer payment of an Indemnified Person under this Section 9.03 Tax Claim for at least thirty (30) days (or such shorter period as may be made required by applicable Law) after the giving of the notice required by Section 7.5(d) with respect to such claim, shall give to the Tax Indemnifying Party any information requested related to such claim, and enforced by Buyer on behalf of otherwise shall cooperate with the Tax Indemnifying Party to contest effectively any such Buyer Indemnified Personclaim. (f) Disputes arising Claims under this Section 9.03 and not resolved by mutual agreement within 30 7.5 relating to Income Taxes shall survive the Closing until ninety (90) days after the expiration of the statute of limitations (including extensions) applicable to such Tax matter. The survival of claims relating to Taxes other than Income Taxes shall be resolved governed by Section 8.1. No claim may be made or brought by any Party hereto after the Settlement Accountants within five days expiration of the date applicable survival period unless such claim has been asserted by written notice specifying the details supporting the claim on which or prior to the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses expiration of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherapplicable survival period.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include the Sellers shall jointly and severally indemnify Purchaser, its affiliates (including the Companies) and each of their respective officers, directors, employees, stockholders, agents, successors, assigns and representatives (the “Purchaser Indemnitees”) against and agree to hold each Buyer Indemnified Person them harmless from any (u) Tax of the Company described in clause (i) all liability for Taxes of the definition Business or any affiliated group of Tax related to which the Companies have ever been a member for the Pre-Closing Tax PeriodPeriod (apportioned in accordance with Section 8.01(b)), (v) Tax described in clause (ii) or (iii) all liability for Taxes of the definition of Tax, Sellers or any other corporation which is or has been affiliated with the Sellers (w) Tax of other than the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(dCompanies) and (ziii) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in such Taxes (u)together, (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided , provided, however that neither Xx. Xxxxxx nor Seller the Sellers shall have not be required to indemnify for any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 extent the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending was taken on and including the Closing Date and the denominator of which is the number of days into account as a liability in the entire Tax period, and (y) in the case determination of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax LossFinal Net Working Capital. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss Sellers shall not relieve Xx. Xxxxxx indemnify and hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to any action taken after the Closing by Purchaser, any of its affiliates (including the Companies), or Seller any transferee of their Purchasers or any of its affiliates (other than any such action expressly required by applicable Law or by this Agreement) (a “Purchaser Tax Act”) or attributable to a breach by Purchaser of its obligations under this Section 9.03Agreement. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, Sellers hereby jointly and severally, severally indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any loss, liability or expense attributable to (ui) any Tax with respect to income (including, to the extent based on income, state franchise Taxes), transfer Tax, employment or withholding Tax related to employee tips income (actual and allocated) and related reporting requirements, and gross receipts or royalty Tax in respect of any franchise operation and any other Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing the Tax Indemnification Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) any Tax of the Company resulting from a Sellers' breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of11.2, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (ziii) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (xi) or (yii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any liability as transferee or successor (the sum of (vi), (wii), (x), (y) and (ziii) being referred to herein as a “Tax "Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor"). Buyer shall give Xx. Xxxxxx Sellers sufficient reasonable notice to enable Sellers to defend or contest such Loss, and Seller such information with respect thereto as either or them may reasonably request. Each no less than ten days notice of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any any claim of Loss, and Sellers shall have the opportunity to defend Buyer in accordance with Section 9.4 hereof. Buyer shall indemnify Sellers for any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified PersonTaxes that accrue against the Company after the Closing Date. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Except as otherwise provided in this Article XVI, the Lessee shall pay and Seller hereby, jointly on written demand shall indemnify and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person of the Lessor, the Trustee, any trustee under the Mortgages and their respective successors and assigns (collectively, the "Tax Indemnitees," and individually, a "Tax Indemnitee") harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection withand against, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses all fees (including, without limitation, reasonable expenses of investigation documentation, recording, license and attorneys’ fees and expensesregistration fees), lossestaxes (including, damageswithout limitation, assessmentsincome, settlements gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or judgments arising out of or incident to the imposition, assessment or assertion withholdings of any Tax described in nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (u), (v), (w), (x) or (y), (any of the sum of (v), (w), (x), (y) and (z) foregoing being referred to herein as "Taxes" and individually as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability "Tax" (for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section, the definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 9.03(a406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) or imposed on or with respect to any Tax Indemnitee, the Lessee, the Leased Property or any portion thereof or the Land, or any sublessee or user thereof, by the United States or by any state or local government or other taxing authority in the case United States in connection with or in any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, maintenance, repair, storage, transfer of title, redelivery, use, operation, condition, sale, return or other application or disposition of all or any part of the Leased property or the imposition of any Taxes that are imposed on Lien (or incurrence of any liability to refund or pay over any amount as a periodic basis and are result of any Lien) thereon, (ii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable for a Tax period that includes pursuant to the Notes or any other Operative Document, (but does not end oniv) the Closing DateLeased Property, the portion Land or any part thereof or any interest therein, (v) all or any of such Tax related to the portion of such Tax period ending on Operative Documents, any other documents contemplated thereby and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes amendments and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, supplements thereto and (yvi) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information otherwise with respect thereto as either to or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in connection with the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved transactions contemplated by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherOperative Documents.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, Sellers hereby indemnify each Buyer Paramount Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Party against and agree to hold each Buyer Paramount Indemnified Person Party harmless from any (ui) Tax of the Company described in clause (i) of the definition of Tax or any Company Subsidiary related to a Pre-Closing Tax Period, Period described in clauses (vi) and (ii) of the definition of Tax and any Tax of the Company or any Company Subsidiary described in clause (ii) or (iii) of the definition of Tax, (wii) Tax of the Company or any Company Subsidiary resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of 3.14 or Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) 7.1 hereof and (ziii) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (xi) or (y), ii) above (the sum of (vi), (w), (x), (yii) and (ziii) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a)Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Pre-Closing Tax period ending on and including the Closing Date Period shall (xi) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, period and (yii) in the case of any Tax Taxes 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller Paramount shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller the Sellers of any Tax Loss or the assertion of any claim, claim or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer Paramount deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity 7.3. Paramount shall control the basis therefor). Buyer shall give Xx. Xxxxxx defense of any such suit, action or proceeding and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller the Sellers may, at his or its their own expense, participate in such defense and if they so choose to control such defense, in which case Paramount shall be entitled to participate in such defense, at their own expense. Neither Paramount nor the defense of Sellers shall settle or compromise any such suit, action or proceeding, it being understood that all determinations as to proceeding without the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days consent of the date on which Sellers or Paramount, as the need case may be, such consent not to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherunreasonably withheld.

Tax Indemnification. Notwithstanding anything in this Agreement to the contrary, Sellers shall indemnify Buyer and its respective Related Persons (including each Acquired Company) and hold them harmless from (a) Xx. Xxxxxx and Seller herebyall liability for Taxes of each Acquired Company for any tax period ending on or prior to the Closing Date, jointly and severally, indemnify (b) all liability for Taxes of each Buyer Indemnified Person (which term Acquired Company for purposes of this Agreement shall, following any Straddle Period to the Closing, include extent allocated to the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax portion of the Company described Straddle Period ending on the Closing Date in clause (i) of the definition of Tax related to a Pre-Closing Tax Periodaccordance with Section 5.12(b), (vc) Tax described in clause (ii) or (iii) all liability for Taxes of the definition any Acquired Company arising out of Tax, (w) Tax of the Company resulting from a breach of the provisions of representations and warranties contained in Section 3.13 3.11, (xd) Tax any liability for Taxes resulting from the application failure by Sellers (or any Related Person thereof (other than the Acquired Companies)) or from the failure prior to the Closing of any Acquired Company to perform or observe in any respect Sellers’ (or its) obligations and covenants under this Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement5.12, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (ze) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident payments required to the imposition, assessment or assertion of be made by any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning Acquired Company after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall to any third party (xother than 41 any Acquired Company, Buyer (or any Related Person thereof) or any successor or transferee of any of the foregoing) under any Tax sharing, Tax indemnity, Tax allocation or similar contracts, whether or not written, entered into by such Acquired Company prior to the Closing, and (f) in the case of any clauses (a), (b), (c), (d), or (e), all reasonable legal, accounting, appraisal, consulting, or similar fees and expenses attributable to such Taxes other than gross receiptsor liabilities; provided, sales or use however, and notwithstanding anything in this Section 5.12(a) to the contrary, Sellers shall be liable for Taxes only to the extent that such taxes are in excess of the amount reserved by the Acquired Companies for Taxes and Taxes based upon or related to income, be deemed to be which are reflected on the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date Balance Sheet and the denominator Interim Balance Sheet. For the avoidance of which is the number of days in the entire Tax perioddoubt, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making no indemnification payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof5.12(a) shall be subject to the limitations on indemnity contained in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made 10; provided, however, indemnification payments relating to liability for sales and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 use, reclamation, excise and not resolved by mutual agreement within 30 days payroll taxes shall be resolved by subject to the Settlement Accountants within five days of the date limitations on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherindemnity contained in Section 10.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severallyshall defend, indemnify each Buyer and hold harmless Purchaser and its respective Affiliates, directors, officers, managers, managing members, members, stockholders, agents, successors and permitted assigns (“Purchaser Tax Indemnified Person (which term for purposes of this Agreement shallPersons”), following from and against, and shall pay and reimburse the Closingforegoing persons for, include the Companies) against any and agree all adverse consequences relating to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause or arising out of: (i) all Taxes of Seller or any of the definition Targets for all taxable periods ending on or prior to the IAED (for the avoidance of Tax related to a doubt Purchaser shall be responsible for all Taxes following the IAED) (the “Pre-Closing IAED Tax Period”); (ii) all Taxes of any Person (other than any of the Targets) imposed on any of the Targets as a transferee or successor, by contract or pursuant to any Laws, which Taxes relate to an event or transaction occurring before the IAED; (iii) any Tax for which any of the Targets are held liable by reason of any of the Targets being included in any consolidated, affiliated, combined or unitary group of Seller or its Affiliates prior to the IAED; (iv) all Taxes of Seller or any of the Targets incurred in connection with or resulting from the Restructuring; (v) any Tax described in clause (ii) or (iii) for which any of the definition of Tax, (w) Tax Targets are held liable by reason of the Company resulting from a breach direct, indirect or constructive transfer of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result ofcontracts, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) legal rights and (z) any liabilities, costs, expenses other assets (including, without limitationbut not limited to, reasonable expenses of investigation license rights and attorneys’ fees license application rights) from Primary License SPE to Secondary License SPE; and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to (vi) the imposition, assessment or assertion breach of any representation and warranty contained in Section 4.10 of this Agreement. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax described in (u), (v), (w), (xand any other similar Tax) or (y), (the sum of “Transfer Taxes”) shall be borne and paid by the Seller when due. The Person(s) required to do so by applicable law shall timely file any Tax Return or other document with respect to such Taxes or fees (vand Purchaser shall cooperate with respect thereto as necessary), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(aPurchaser shall defend, indemnify and hold harmless, Seller and its respective Affiliates, directors, officers, managers, managing members, members, stockholders, agents, successors and permitted assigns (“Seller Tax Indemnified Persons”), in from and against, and shall pay and reimburse the case foregoing persons for, any and all adverse consequences relating to or arising out of all Taxes of Purchaser or any of the Targets for all taxable periods commencing after the IAED (the “Post-IAED Tax Period”) except for Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon arising from or related to income, be deemed to be (i) the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, Restructuring; and (yii) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt breach by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding representation and warranty contained in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit Section 4.10 of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretionAgreement. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) XxFollowing the Closing, subject to Section 9.7, each Seller agrees to indemnify on a joint and several basis the Purchaser Indemnified Parties (including the POC Companies) against and hold them harmless from: (i) all liability for Taxes of each of the POC Companies (including any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included one or more of the POC Companies) for all Pre-Closing Tax Periods, (ii) all liability (as a result of Regulation Section 1.1502-6(a) or otherwise) for Taxes of a Seller or any other entity which is or has been an Affiliate of the POC Companies (other than any of the POC Companies or Hanover or its Affiliates), (iii) any and all Losses arising out of, resulting from or incident to any breach by a Seller or any of its Affiliates of any covenant contained in Section 4.3 (as it relates to Section 2.13(j)-(k)) or Article 10, and (iv) any and all Losses arising out of, resulting from or incident to the breach of any Tax Warranty relating to the POC Companies without regard to any qualification contained therein as to materiality, except to the extent that any such Losses are otherwise indemnified pursuant to the foregoing Clauses (i) - (iii). Xxxxxx Notwithstanding the foregoing, a Seller shall not indemnify and Seller herebyhold harmless any of Purchaser, jointly its Affiliates or officers, directors, employees or agents from any liability for Taxes of the POC Companies for any Pre-Closing Tax Period to the extent of the reserve (other than any reserve for deferred Taxes established to reflect timing differences between book and severallyTax income), indemnify each Buyer Indemnified Person if any, established therefor in the True Up Balance Sheet (which term other than reserves for Taxes that constitute Excluded Liabilities). For purposes of this Agreement shallSection 9.8(a), Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating loss or capital loss deduction attributable to Post-Closing Tax Periods. (b) Subject to Section 9.7, following the Closing, include each Seller agrees to indemnify on a joint and several basis the Purchaser Indemnified Parties (including the POC Companies) against and agree to hold each Buyer Indemnified Person them harmless from any (u) Tax of the Company described in clause from: (i) all liability for Taxes of each Transferred Joint Venture Company for all Pre- Closing Tax Periods and (ii) any and all Losses arising out of, resulting from or incident to the breach of any Tax Warranty relating to the Transferred Joint Venture Companies without regard to any qualification contained therein as to materiality, except to the extent any such Losses are otherwise indemnified pursuant to the foregoing Clause (i); provided, however, that claims for Taxes shall accumulate until the end of the definition calendar year (or the partial year ending three years after the Closing Date) at which time Purchaser shall provide notice of the amount of such claim to Surenco and XXXX and the Sellers shall pay that amount to the appropriate Person designated by Hanover within 30 days of receipt of that notice, and if the aggregate liability of the Sellers under this Section 9.8(b) would otherwise exceed One Million Dollars ($1,000,000) then any additional claims for indemnifiable Losses against the Sellers under this Section 9.8(b) shall be applied against the Seventeen Million Dollars ($17,000,000) threshold in Section 9.4(a). It is understood and agreed that the $1,000,000 of indemnifiable Losses shall (i) only apply for a period of three (3) years following the Closing; and (ii) not be applied to the $17,000,000 threshold provided in Section 9.4(a) above in determining Seller's obligations under such Section. Notwithstanding the foregoing, a Seller shall not indemnify and hold harmless any Purchaser Indemnified Parties for such Taxes to the extent of the reserve, if any, established therefore on the balance sheet for a Transferred Joint Venture Company dated as of the Closing Date and used in the preparation of the True-Up Balance Sheet (other than any reserve for deferred Taxes established to represent timing differences between book and tax income). In addition, in order to claim indemnity under this Section 9.8(b), a Purchaser Indemnified Party must make a good faith claim for such indemnity prior to the third (3rd) anniversary of the Closing Date. (c) Following the Closing, Hanover and Purchaser agree to indemnify on a joint and several basis the Seller Indemnified Parties against and hold them harmless from: (i) all liability for Taxes of the POC Entities (including any obligation to contribute to the payment of a Tax related determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the POC Entities) for any Post-Closing Tax Period (except to the extent such Taxes arise from a breach of a Tax Warranty), (ii) any and all Losses arising out of, resulting from or incident to the breach by Purchaser or any of its Affiliates of any covenant contained in Article 10 of this Agreement, and (iii) any and all Losses arising out of, resulting from or incident to the breach of any representation in Section 3.10 without regard to any qualification contained therein as to materiality, except to the extent that any such Losses are otherwise indemnified pursuant to the foregoing clauses (i) and (ii). (d) In the case of any Straddle Period: (i) real, personal and intangible property Taxes ("Property Taxes") of the POC Entities for a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code Period shall be equal to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 Property Taxes for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax period ending on and including the Closing Date Period and the denominator of which is the total number of days in the entire Straddle Period; and (ii) the Taxes of the POC Entities (other than Property Taxes) for any Pre-Closing Tax period, and (y) in Period shall be computed as if such Taxable Period ended as of the case end of any 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 day on and included the Closing Date. (ce) Not later Sellers' indemnity obligation in respect of Taxes for a Pre-Closing Tax Period shall initially be effected by their payment to Purchaser of the excess of: (i) any such Taxes for a Pre-Closing Tax Period (as may be evidenced by any Tax Return prepared by Purchaser in accordance with Section 10.2(a) or as otherwise indicated in a written notice prepared by Purchaser) over (ii) the amount of such Taxes paid by Sellers or any of their Affiliates, other than 30 the POC Entities, at any time plus the amount of such Taxes paid by the POC Entities on or prior to the Closing Date. Sellers shall pay such excess to Purchaser within ten (10) days after written demand is made by Purchaser (but not earlier than five (5) days before the date on which Taxes for the relevant Tax Period are required to be paid to the relevant Governmental Authority). If the amount of any such Taxes paid by Sellers or any of their Affiliates (other than the POC Entities) at any time plus the amount of such Taxes paid by the POC Entities on or prior to the Closing Date exceeds the amount of such Taxes for the Pre-Closing Tax Period, Purchaser shall pay to Sellers the amount of such excess within ten (10) days after the Tax Return with respect to the final liability for such Taxes is required to be filed with the relevant Governmental Authority. In the case of a Tax that is contested in accordance with the provisions of Section 9.8(f), payment of the Tax to the appropriate Governmental Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Governmental Authority or court. (i) If a claim with respect to Taxes of any POC Company shall be made by any Governmental Authority, which, if successful, might result in an indemnity payment to an Indemnified Person, one of its Affiliates or any of its officers, directors, employees or agents pursuant to this Section 9.8, the Indemnified Person shall promptly and in any event no more than thirty (30) days following the Indemnified Person's receipt by Xx. Xxxxxx or Seller of such claim, give written notice to the Indemnifying Person of such claim (a "Tax Claim"); provided, however, the failure of the Indemnified Person to give such notice shall only relieve the Indemnifying Person from Buyer stating that its indemnification obligations hereunder to the extent it is actually prejudiced by such failure. (ii) With respect to any Tax Loss has been incurred by Claim relating to a Buyer Indemnified Person Taxable Period ending on or prior to the Closing Date, Sellers shall, upon written notification to Purchaser of its desire to, control all proceedings and may make all decisions taken in connection with any such Tax Claim (including selection of counsel) at its own expense; provided, however, that Sellers and Purchaser shall jointly control any Tax Claims the resolution of which will have an affect on Taxes of the POC Companies after the Closing Date. Sellers and Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the POC Companies for a Straddle Period. Purchaser shall control at its own expense all proceedings with respect to any Tax Claim relating to a Taxable Period beginning after the Closing Date. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Claim which it is entitled to control pursuant to this Agreement, and the amount thereof other party shall thereupon be permitted to defend and settle such proceeding. (iii) Sellers, Purchaser, the POC Companies, and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim. Such cooperation shall include the retention and, upon the request of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation party or parties controlling proceedings relating to indemnify the Buyer Indemnified Person against such Tax Loss by paying Claim, the provision to Buyer an amount equal such party or parties of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (g) For the avoidance of doubt, it is agreed that in determining any Tax liability that may give rise to indemnification hereunder with respect to a Transferred Joint Venture Company, the Parties shall multiply the amount of such Tax Loss. Notwithstanding liability by the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on Purchaser's percentage ownership interest in such Transferred Joint Venture Company (which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) percentage ownership shall be in Buyer’s sole discretiondetermined as of immediately following the Closing). (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Each Seller hereby, jointly and severally, indemnify Individual ------------------- hereby severally (but not jointly) indemnifies each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Indemnitee against and agree agrees to hold each Buyer Indemnified Person Indemnitee harmless from any (ux) Tax of the Company or any successor of the Company related to the Tax Indemnification Period for Buyer Indemnitees, except for charges, reserves and accrual of liabilities reflected on the Closing Date Balance Sheet and described in clause Section 9.2(b)(iv), (iy) Tax of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) Company or (iii) of the definition of Tax, (w) Tax any successor of the Company resulting from a breach of the any provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result ofArticle IX, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment assessment, or assertion of any Tax described in (u), (v), (w), (x) or (y), (including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any liability as transferee. The sum of (v), (w), (x), (y) and (z) being is referred to herein as a “"Buyer Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for ." (b) Each of NDB and SHD hereby guarantees the payment of any ad valorem real property tax in respect full payment, when due, of the Land obligations of the Seller Individuals provided for in respect Section 9.6(a) of any period beginning after December 31, 2005this Agreement. (bc) The Buyer hereby indemnifies each Seller Indemnitee against and agrees to hold each Seller Indemnitee harmless from any (x) Tax of the Company or any successor of the Company related to the Tax Indemnification Period for Seller Indemnitee (other than any Tax properly allocable to any period ending on or before the Closing Date), (y) Tax of the Company or any successor of the Company resulting from a breach of any provisions of this Article IX, and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment, or assertion of any Tax described in (x) or (y), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any liability as transferee. The sum of (x), (y) and (z) is referred to herein as a "Seller Tax Loss", provided, however, that Buyer shall have no liability under this Section 9.6 unless and until the aggregate of all Seller Tax Losses exceeds the sum of $50,000 (the "Seller's Minimum Amount"), in which event Buyer shall be liable for all Seller Tax Losses, irrespective of the Seller's Minimum Amount. (d) For purposes of this Section 9.03(a)9.6, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales sales, withholding, or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction of the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax gross receipts, sales, withholdings or use Taxes or Taxes based upon or related to income and any gross receipts, sales or use Taxincome, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. The portion of any credits relating to a Tax period that begins before and ends after the Closing Date shall be determined as though the relevant Tax period ended on and included the Closing Date. (ce) Not later than 30 days after receipt A party (the "Indemnified Party") may assert a Claim that it is entitled to, or may become entitled to, indemnification under this Article IX by Xx. Xxxxxx or Seller of giving written notice from Buyer stating of its Claim to the party or parties that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requestedare, Xx. Xxxxxx and Seller shall discharge their obligation or may become, required to indemnify the Buyer Indemnified Person against Party (the "Indemnifying Party"), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss in connection with the Claim, to the extent such Tax Loss by paying loss is then known to Buyer the Indemnified Party and, otherwise, an amount equal to estimate of the amount of such Tax the loss that it reasonably anticipates that it will incur or suffer. If the Indemnifying Party does not object to the Claim during the twenty (20) day period following the date of delivery of the Indemnified Party's notice of its Claim (the "Objection Period"), the Claim shall be considered undisputed and the Indemnified Party shall be entitled to recover the amount of its Loss. Notwithstanding The fact that a Claim is not disputed by the foregoingIndemnifying Party shall not constitute an admission or create any inference that the asserted Claim is valid for any purpose other than the indemnity obligation of the Indemnifying Party as to such Claim pursuant to this Section 9.6. (f) If the Indemnifying Party gives notice to the Indemnified Party within the Objection Period that the Indemnifying Party objects to the Claim, if Buyer provides Xx. Xxxxxx or Seller with written then (a) the parties shall attempt in good faith to resolve their differences during the ten (10) business day period following the date of delivery of the Indemnifying Party's notice of its objection (the "Resolution Period"), and (b) if the parties fail to resolve their disagreement during the Resolution Period, each party shall select a Tax Loss at least 30 representative from a nationally or regionally recognized accounting firm, and these two individuals shall select a third such person, and this group of three individuals shall resolve the dispute by a determination agreed to by a majority of such group within twenty-one (21) days prior after the individuals are initially identified in a writing among the parties. Any resolution of any such dispute entered into in compliance with this Section 9.6(f) shall also be binding on the parties in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of the determination. (g) In the case of any third party suit ("Third Party Suit"), the Indemnifying Party shall control the defense of the Third Party Suit, and shall be fully responsible for the costs of counsel related thereto; provided, -------- however, that the Indemnifying Party shall control the defense of the Third ------- Party Suit only if the Indemnifying Party first admits in a writing, which writing shall be binding on the Indemnifying Party, delivered to the date on which Indemnified Party that the relevant Tax Loss is required Indemnifying Party will be obligated, pursuant to be paid by any Buyer Indemnified PersonSection 9.6 hereof, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against Party for any liability arising out of such Tax Loss by making payments Third Party Suit. The Indemnifying Party shall consult with the Indemnified Party with respect to the relevant Taxing Authority or BuyerThird Party Suit upon the Indemnified Party's reasonable request for consultation, as directed by Buyer, in an aggregate amount equal to and the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller Party may, at his or its own expense, participate in (but not control) the defense and employ and pay for counsel separate from the counsel employed by the Indemnified Party. All parties shall cooperate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretionThird Party Suit. (eh) If an Indemnified Party is conducting the defense of a Third Party Suit, the Indemnified Party shall give the Indemnifying Party at least fifteen (15) days prior written notice of any proposed settlement or compromise, during which time the Indemnifying Party may assume the defense of the Third Party Suit and, if it does so (or if the Indemnifying Party has already assumed control of such Third Party Suit), the proposed settlement or compromise may not be made without the Indemnified Party's consent, which shall not be unreasonably withheld. If an Indemnifying Party does not so assume the defense of the Third Party Suit, the Indemnified Party may enter into the proposed settlement. Any settlement or compromise of any Third Party Suit by either the Indemnifying Party or the Indemnified Party entered into in compliance with this Section 9.6(h) shall also be binding on the other party in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of the settlement or compromise. (i) Any failure by an Indemnified Party to defend a Third Party Suit shall not relieve the Indemnifying Party of its indemnification obligations if the Indemnified Party gives the Indemnifying Party at least thirty (30) days prior written notice of the Indemnified Party's intention not to defend and affords the Indemnifying Party the opportunity to assume the defense. (j) The Buyer and Sellers shall jointly control the defense of any claim that relates to Taxes payable for a Tax period that includes (but does not end on) the Closing Date. (k) An Indemnifying Party shall not be liable under this Section 9.6 with respect to any Tax resulting from a claim or demand the defense of which the Indemnifying Party was not offered the opportunity to assume as provided under Section 9.6(g) to the extent the Indemnifying Party's liability under this section is adversely affected as a result thereof. No investigation by an Indemnified Party or any of its Affiliates at or prior to the Closing Date shall relieve the Indemnifying Party of any liability hereunder. (l) Any claim of any Buyer Indemnified Person Indemnitee (other than the Buyer) under this Section 9.03 section may be made and enforced by the Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising Indemnitee. Any claim under this Section 9.03 and not resolved by mutual agreement within 30 days of a Seller Indemnitee related to the NDB Group rather than a Seller Individual shall be resolved made and enforced only by NDB on behalf of such Seller Indemnitee. Any claim under this Section of a Seller Indemnitee related to a Seller Individual shall be made and enforced only by the Settlement Accountants within five days Members' Representative on behalf of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherIndemnitee.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each hereby indemnifies Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree agrees to hold each Buyer Indemnified Person it harmless from any (ux) Tax of the Company described Company, UrbanNet Parent or any Subsidiary to the extent in clause (i) excess of amounts reserved or provided therefor on the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this AgreementFinancial Statements, (y) Tax of to the Company Buyer resulting from a termination failure of Section 355 of the Code to apply to the transaction effected in the Second Closing to the extent such failure is attributable to any Tax Sharing Agreement pursuant to breach of the Section 5.05(d) 355 Covenants, and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any amount in clauses (x) and (y), including those incurred in the contest in good faith of appropriate proceedings for the imposition, assessment or assertion of such amount, in each case related to the Tax Indemnification Period and in each case incurred or suffered by Buyer, any of its Affiliates, UrbanNet Parent, the Company or any Subsidiary (the sum of (x), (y) and (z) being referred to herein as a "Tax Loss"), such Tax Loss to be reduced in each case by the value of any actual or reasonably anticipated reduction in Tax liability to the receiving party or its Affiliates resulting from the indemnification payment or the facts giving rise to such payment. (b) Upon payment by Buyer, any of its Affiliates or the Company, UrbanNet Parent or any Subsidiary of any Tax Loss, Seller shall discharge its obligation to indemnify Buyer against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss reduced by the value of any actual or reasonably anticipated reduction in Tax liability to Buyer or its Affiliates resulting from the indemnification payment or the facts giving rise to such payment. (c) Any payment pursuant to this Section 8.08 shall be made not later than 30 days after receipt by Seller of written notice from Buyer stating that any Tax Loss has been paid by Buyer, any of its Affiliates, the UrbanNet Parent, the Company or any Subsidiary and the amount thereof and of the indemnity payment requested. Any payment required under this Section and not made when due shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid. (d) Buyer agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder and of any Tax Loss, which Buyer deems to be within the ambit of this Section 8.08 (specifying with reasonable particularity the basis therefor) and will give Seller such information with respect thereto as Seller may reasonably request. Seller may, at its own expense, (i) participate in and, (ii) upon notice to Buyer, assume and control the defense of any such suit, action or proceeding; provided that (x) Seller's counsel is reasonably satisfactory to Buyer, (y) Seller shall thereafter consult with Buyer upon Buyer's reasonable request for such consultation from time to time with respect to such suit, action or proceeding and (z) Seller shall not, without Buyer's consent, which may not be unreasonably withheld, agree to any settlement with respect to any Tax if such settlement could reasonably adversely affect the past, present or future Tax liability of Buyer, any of its Affiliates or, upon the First Closing, UrbanNet Parent or any UrbanNet Subsidiary or, upon the Second Closing, the Company or any IT Subsidiary. If Seller assumes such defense, Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. In respect of any Tax for which Seller is liable hereunder, Seller shall be liable for the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense thereof. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (e) Seller shall not be liable under this Section with respect to any Tax resulting from a claim or demand the defense of which it was not offered the opportunity to participate or assume as provided under Section 8.08(e) hereof to the extent Seller's liability under this Section is adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Seller of any liability hereunder. (f) Seller hereby indemnifies Buyer against and agrees to hold it harmless from any Taxes, liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax, including those incurred in the contest in good faith of appropriate proceedings for the imposition, assessment or assertion of any Tax, that result from any failure by Seller to make a Section 197(f) Election required by Section 2.05(b). (g) Buyer shall not be liable to Seller or any Affiliate of Seller, for the payment of any Taxes, liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described imposed on Seller or any Affiliate of Seller, including those incurred in (u), (v), (w), (x) or (y), (the sum contest in good faith of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability appropriate proceedings for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31imposition, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales assessment or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claimTax, or that result from the commencement making of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor338(h)(10). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Thomson and Seller hereby, jointly its Affiliates shall indemnify Purchaser and severally, indemnify each Buyer Indemnified Person its Affiliates (which term for purposes of this Agreement shall, following the Closing, include the Companiesincluding U.S. NewCo) against and agree to hold each Buyer Indemnified Person them harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments all Losses arising out of or incident to resulting from (i) any liability, obligation or commitment, whether or not accrued, assessed or currently due and payable, for any Taxes of U.S. NewCo for any period ending on or before the imposition, assessment or assertion Closing Date (including the Pre-Closing Period of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (yStraddle Period) and (zii) being referred any breach of a representation set forth in Section 3.18 (Tax Returns, Payments and Elections). For the avoidance of doubt, such indemnification shall not be subject to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment limitations of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005Section 8.5. (b) For purposes Notwithstanding the foregoing terms of this Section 9.03(a)8.2 to the contrary, in the case event that any Governmental Authority informs Thomson or any of its Affiliates, on the one hand, or Purchaser or any of its Affiliates, on the other hand, of any notice of a proposed audit or other dispute concerning an amount of Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) with respect to which the Closing Dateother Party may incur liability hereunder, the portion Party so informed shall promptly (and in any case within ten (10) days) notify the other Party of such Tax related matter, by facsimile or e-mail, confirmed by regular, first-class mail. Such notice shall contain factual information (to the portion extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Governmental Authority with respect to such matter. If an Indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it may be indemnified hereunder and such party fails to provide the Indemnifying Party prompt notice of such asserted Tax period ending on and including liability, then the Closing Date Indemnifying Party shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, not be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal liable to the amount which would be payable if Indemnified Party to the relevant Tax period ended on and included extent that the Closing DateIndemnifying Party is actually prejudiced as a result thereof. (c) Not later than 30 days after receipt by Xx. Xxxxxx Thomson shall control any audits, disputes, administrative, judicial or Seller other proceedings related to Taxes of written notice from Buyer stating that any U.S. NewCo ("Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation Claims") (i) which relate to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx periods ending on or Seller with written notice of a Tax Loss at least 30 days prior to the date on Closing Date, (ii) which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments relate to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person Pre-Closing Portion of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller Straddle Period provided that Purchaser may, at his or its own expense, participate in such Tax Claim, or (iii) with respect to which Thomson may reasonably be expected to indemnify Purchaser. Purchaser shall control any other Tax Claims. Subject to the defense preceding sentence, in the event that an adverse determination may result in each Party having a responsibility for any amount of Tax under this Article VIII, each Party shall be entitled to fully participate in that portion of the proceeding relating to the Taxes for which it may incur liability hereunder. Each Party shall, upon request, promptly provide to the other Party or its designated Affiliate powers of attorney or similar authorizations necessary to permit such suit, action or proceedingother Party, it being understood that all determinations as Affiliates and Representatives to carry out the ultimate purposes of this Section 8.3(c). For purposes of this Section 8.3(c), the term "participate" shall include (i) participation in conferences, meetings or Proceedings with any Governmental Authority, the subject matter of which includes an item for which such Party may have liability hereunder, (ii) participation in appearances before any court or tribunal, the subject matter of which includes an item for which a Party may have liability hereunder, and (iii) with respect to matters described in the preceding clauses (i) and (ii), participation in the submission and determination of the content of the documentation, protests, memoranda of fact and law and briefs, and the conduct of oral arguments and presentations. (d) Neither Purchaser nor Thomson shall agree to settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may materially affect the liability for Taxes hereunder of the other Party, without such actionother Party's consent, suit which consent shall not be unreasonably withheld or proceeding delayed; provided that use of losses or credits of any period ending on or before the Closing Date (including the settlement thereofPre-Closing Portion of any Straddle Period) to offset liability for Taxes for any period ending on or before the Closing Date (including the Pre-Closing Portion of any Straddle Period) shall not be in Buyer’s sole discretionconsidered to materially affect the liability for Taxes of Purchaser. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include the Sellers shall jointly and severally indemnify Purchaser, its affiliates (including the Companies) and each of their respective officers, directors, employees, stockholders, agents, successors, assigns and representatives (the “Purchaser Indemnitees”) against and agree to hold each Buyer Indemnified Person them harmless from any (u) Tax of the Company described in clause (i) all liability for Taxes of the definition Business or any affiliated group of Tax related to which the Companies have ever been a member for the Pre-Closing Tax PeriodPeriod (apportioned in accordance with Section 8.01(b)), (v) Tax described in clause (ii) or (iii) all liability for Taxes of the definition of Tax, Sellers or any other corporation which is or has been affiliated with the Sellers (w) Tax of other than the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(dCompanies) and (ziii) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in such Taxes (u)together, (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided , provided, however that neither Xxthe Sellers shall not be required to indemnify for any Tax to the extent the amount of such Tax was taken on the Closing Date into account as a liability in the determination of Final Net Working Capital. Xxxxxx nor Seller Notwithstanding the foregoing, the Sellers shall have not indemnify and hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to any action taken after the payment Closing by Purchaser, any of its affiliates (including the Companies), or any ad valorem real property tax in respect transferee of the Land in respect Purchasers or any of its affiliates (other than any period beginning after December 31, 2005such action expressly required by applicable Law or by this Agreement) (a “Purchaser Tax Act”) or attributable to a breach by Purchaser of its obligations under this Agreement. (b) For purposes From and after the Closing, Purchaser shall indemnify the Sellers and their affiliates and each of this Section 9.03(a)their respective officers, in directors, employees, stockholders, agents and representatives (the case “Seller Indemnitees”) and hold them harmless from (i) all liability for Taxes of the Business for any Taxes that are imposed on a periodic basis and are payable for a Post-Closing Tax period that includes (but does not end on) the Closing DatePeriod, the portion of such Tax related except to the portion extent arising out of such Tax period ending on and including the Closing Date shall (x) in the case Seller’s breach 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, representations made under this Agreement and (yii) in the case all liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their its obligations under this Section 9.03Agreement. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) Seller shall indemnify, defend and hold Buyer and its Affiliates harmless from and against all liability for (A) Taxes imposed on the Transferred Company, or for which the Transferred Company may otherwise be liable, as a result of having been a member of an Affiliated Group (including Taxes for which the definition 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 Tax related to a any Affiliated Group), (B) Taxes imposed on the Transferred Company, or for which the Transferred Company may otherwise be liable, for any Pre-Closing Tax Period, Period (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 including (x) Tax resulting from the application of Section 280G of the Code any Taxes attributable, relating, or with respect, to any payment made pursuant to this Agreement or to transfer, assignment and/or conveyance contemplated by Section 6.07 and (y) any payment made Taxes as a result of, or in connection withrelating or attributable to, any obligation of the Transferred Company under any Tax allocation, Tax indemnity or Tax sharing agreement entered into prior to the Principal Closing, or as a result of the Transferred Company being a transferee or successor in a transaction contemplated occurring prior to the Principal Closing), (C) Taxes that are Excluded Liabilities, (D) Taxes arising out of, attributable to, relating to, or resulting from, a breach by Seller or its Affiliates of any of its covenants or agreements in this Agreement, (E) any Taxes resulting from any action of Seller or any of its Affiliates (including prior to the Principal Closing Date, the Transferred Company) that causes the Section 338(h)(10) Election to be invalid and (F) any Taxes described in Section 2.02(i); provided, however, that Seller’s indemnity obligation for Taxes pursuant to this Section 7.08(d) shall be reduced by the amount of any refunds of Taxes with respect to Pre-Closing Tax Periods to the extent received after the Applicable Closing Date by Buyer or any of its Affiliates (including the Transferred Company) and not remitted to Seller prior to the date on which Seller is required to make the applicable indemnity payment hereunder. (ii) Notwithstanding Section 7.08(d)(i) above, Seller shall not indemnify, defend or hold harmless Buyer or any of its Affiliates (including the Transferred Company) from any liability for Taxes to the extent directly attributable to (A) any election made by Buyer or any of its Affiliates under U.S. federal, state, local or non-U.S. Tax Law effective for any Pre-Closing Tax Period (and the costs attributable to any such election shall be borne solely by Buyer), which election is made after the Applicable Closing Date and is not expressly required by this Agreement, (yB) Tax any action or failure to act by Buyer or any of its Affiliates that causes the Section 338(h)(10) Election to be invalid or (C) any other action taken or failure to act, in each case after the Applicable Closing Date and outside of the Company resulting from a termination ordinary course of business, by Buyer, any of its Affiliates (including the Transferred Company), or any transferee of Buyer or any of its Affiliates (including the Transferred Company), but excluding any such action or failure to act expressly required by this Agreement, effected with the written consent of Seller or required by applicable Law (including the filing of any Tax Sharing Agreement Return and any position reflected thereon) (such action or failure to act, together with the preceding clauses (A) and (B), a “Buyer Tax Act”), which Buyer Tax Act would otherwise give rise to a Seller Tax indemnity obligation under this Section 7.08(d) or reduce any Tax asset of Buyer or any of its Affiliates. For the avoidance of doubt, neither the Section 338(h)(10) Election nor any Code Section 338(g) election (or any comparable election under state or local Tax Law) expressly permitted by Section 2.02(i) shall constitute a Buyer Tax Act. (iii) Notwithstanding Section 7.08(d)(i) above, Seller shall not indemnify, defend or hold harmless Buyer or any of its Affiliates (including the Transferred Company) from any liability for (A) Transfer Taxes for which Buyer is responsible pursuant to Section 5.05(d2.06(a) or (B) Taxes attributable to a breach by Buyer or its Affiliates (including the Transferred Company) of any of its covenants or agreements in this Agreement. (iv) Buyer and its Affiliates (zincluding the Transferred Company) any liabilitiesshall indemnify, costsdefend and hold Seller and its Affiliates harmless from and against all (A) Tax liabilities of the Transferred Company, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident with respect to the impositionTransferred Assets or the Business, assessment or assertion of other than any such Tax described in (uliabilities that Seller must indemnify Buyer and its Affiliates for under Section 7.08(d)(i), (vB) liabilities for Transfer Taxes for which Buyer is responsible pursuant to Section 2.06(a), (w)C) Tax liabilities attributable to a Buyer Tax Act, (x) or (y), D) Tax liabilities attributable to any breach by Buyer or any of its Affiliates (including the sum Transferred Company) of any covenant or other agreement hereunder; (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in In the case of any Straddle Period: (A) The periodic Taxes of the Transferred Company, Seller and the Asset Selling Affiliates, that are imposed not based on a periodic basis and are payable income or receipts (e.g., property Taxes) for a the Pre-Closing Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date Period shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes be computed based upon or related to income, be deemed to be the amount ratio of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax period ending on Period and including the Closing Date and the denominator of which is the number of days in the entire Tax period; and (B) Taxes of the Transferred Company, Seller and (ythe Asset Selling Affiliates for the Pre-Closing Tax Period, other than Taxes described in Section 7.08(d)(v)(A) above, shall be computed as if such Tax period ended as of the close of business on the Applicable Closing Date and, in the case of any Tax based upon or related to income Taxes of the Transferred Company, Seller and any gross receipts, sales or use Tax, be deemed equal the Asset Selling Affiliates attributable to the amount which would be payable ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or foreign Law), as if the relevant Tax period of such partnership, other “flowthrough” entity or “controlled foreign corporation” ended as of the close of business on and included the Applicable Closing Date. (cvi) Not later than Any indemnity payment required to be made pursuant to this Section 7.08(d) shall be made within 30 days after receipt by Xx. Xxxxxx or Seller of the indemnified party makes written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and demand upon the amount thereof and of the indemnity payment requestedindemnifying party, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 but in no case earlier than five business days prior to the date on which the relevant Tax Loss is Taxes are required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant applicable Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. Authority. (vii) The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their indemnification obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof7.08(d) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 survive the Applicable Closing until the date that is 60 days shall be resolved by after the Settlement Accountants within five days expiration of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants applicable statute of limitations, and shall resolve any disputed items within 30 days thereafter expire and be of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherno force or effect.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include the Companies) Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and their Indemnified Parties from, against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination respect of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses all Losses (including, without limitationin each case, any related interest, penalties, reasonable expenses of investigation and attorneys’ attorney’s fees and other out-of-pocket expenses), lossesas and when incurred) based upon, damages, assessments, settlements or judgments arising out of or incident incurred as a result of (i) any Taxes and any withholding obligations with respect to the impositionsale of the Purchased Shares, assessment or assertion of any Tax described including in (u), (v), (w), connection with (x) any lack of validity or revocation of any NOC issued to a Seller or an Employee Seller or (y)) the failure by any Seller or Employee Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, (the sum of ii) any Tax demand outstanding (v), (w), (x), (ydisputed or otherwise) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land or arising in respect of any period beginning after December 31Tax claim with regard to any Seller, 2005(iii) any Taxes and any withholding obligations with respect to the Company and the MAA Business for all Tax years orthe periods prior to the Closing as prescribed by the statute of limitations, or (iv) without limiting clause (iii) above, any Tax liability incurred by or claim made upon the Company for all Tax years orthe periods prior to the Closing as prescribed by the statute of limitations with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax liability arising out of any transactions of the Company or any VAT liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the Indemnified Parties in respect of any outstanding Losses as set out in items (iii) or (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable law; provided however that the Sellers shall be liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. (b) For purposes Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.03(a)9.3. In this regard, in the case of event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes that are imposed on a periodic basis and are payable due for a Tax the period that includes (but does not end on) the Closing Date, the portion of such Tax related prior to the portion of such Tax period ending on and including the Closing Date shall (x) in as prescribed by the case statute of limitations and/or declaring its intention to treat the transfer of any Taxes other than gross receiptsor all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, sales 1961 (a “Tax Notice”): (i) To the extent in their possession, the Purchasers shall provide the Sellers with a copy of the Tax Notice promptly upon the receipt thereof. (ii) the Sellers shall, within the earlier of 15 (fifteen) days after receipt of a copy of the Tax Notice or use Taxes and Taxes based upon or related to income, such time period as may be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days stipulated in the Tax Notice (including any extension of time duly obtained), elect to make payment of all amounts claimed under the Tax Notice or to contest the Tax Notice before the relevant Governmental Authority. In case the Sellers elect to make the payment or fail to elect within the period ending on specified in the Tax Notice, the Sellers shall forthwith and including within the Closing Date time specified in the Tax Notice, in co-ordination with the Purchasers and the denominator Company, make such payments such that the Tax Notice is disposed off and/or settled and the Purchasers and Company suffer no Loss on account of which is the number same. In case Sellers elect to contest the demands made under the Tax Notice, they shall provide to the Purchasers the Sellers’ objection to be filed against the Tax Notice. The process of days in responding to (including to contest the entire demand thereunder) the Tax periodNotice shall be carried out by the Purchasers, and the Sellers shall cooperate with the Purchasers; for the avoidance of doubt, the Purchasers shall be entitled to make any payments demanded under the Tax Notice at the time required. (yiii) in In case the case of any Tax based upon or related Sellers fail to income and any gross receiptsreceive a favorable, sales or use Taxnon- appealable order from a Governmental Authority, be deemed equal the Sellers shall promptly pay the amounts demanded pursuant to the amount Tax Notice to the concerned Governmental Authority, which would payment shall be payable made in any event at least 5 (five) days prior to the last date on which such amounts are required to be deposited with the Governmental Authority, or to the Company or the applicable Indemnified Party if the relevant Company or the applicable Indemnified Party has already paid such amount. In this regard, the Sellers hereby agree and confirm that they shall preserve their cash flows and maintain sufficient liquidity to discharge any potential liability arising out of a Tax period ended on and included the Closing DateNotice. (c) Not later than 30 days after receipt by Xx. Xxxxxx Nothing contained in this Section 9.3 shall be construed to limit the Sellers’ obligation to indemnify, defend and hold harmless the Purchasers and/or the Indemnified Parties from any Losses arising, directly or Seller of written notice indirectly, from Buyer stating that or in connection with the results from any Tax Loss has been incurred by a Buyer Indemnified Person and attachment of, or charge against, or other liability whatsoever attaching to the amount thereof and Purchased Shares, under Section 281(1) of the indemnity payment requestedIncome Tax Act, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx 1961 or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding other applicable provision in respect of which indemnity may be sought hereunder which Buyer deems to be within any outstanding Tax claim arising out of pending proceedings on the ambit date of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as pursuant to the ultimate conduct sale of such actionthe Purchased Shares by the Sellers, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified PersonAgreement. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, i. MFS agrees to indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shallIndemnitee against, following the Closing, include the Companies) against and agree agrees to hold each Buyer Indemnified Person Indemnitee harmless from (without duplication of any item) (uw) all Taxes of Seller or any Controlled Subsidiary with respect to the relevant Tax of the Company described in clause Indemnification Period, excluding (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause Trust Fund Taxes and (ii) or (iii) of all Taxes accrued and recorded on the definition of TaxClosing Balance Sheet, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of all Taxes to be borne by MFS as specified in Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement15c(vii), (y) Tax all income Taxes of Seller imposed with respect to Seller's gain on the Company resulting from a termination sale of any Tax Sharing Agreement its assets pursuant to Section 5.05(d) the Merger, and (z) any all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ attomeys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), clauses (w), (x) or (y), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any transferee liability of Buyer in respect of any such Tax (the sum of (v), clauses (w), (x), (y) and (z) being referred to herein as a “Tax "Buyer Loss”"); provided provided, however, that neither XxParent shall pay to MFS any actual reduction in any Tax of Buyer or any of its Affiliates resulting from any Tax Benefit to Buyer or any Affiliate of Buyer with respect to such Buyer Loss or the item or items giving rise to the Buyer Loss. Xxxxxx nor Seller shall have any liability for the payment Each of Parent and Buyer agree to indemnify each MFS Indemnitee and agree to hold each MFS Indemnitee harmless from (without duplication of any ad valorem real property tax in item), (vv) all Taxes of Parent, Buyer, any of their Affiliates, Seller and the Controlled Subsidiaries with respect to a Post-Closing Tax Period excluding (1) all income Taxes of Seller imposed with respect to Seller's gain on the Land in respect sale of its assets pursuant to the Merger and (2) all Taxes to be borne by MFS pursuant to Section 15c(vii)), (ww) all Trust Fund Taxes, (xx) all Taxes to be borne by Buyer pursuant to Section 15c(vii) of this Agreement, (yy) all Taxes accrued and recorded on the Closing Balance Sheet, and (zz) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgements arising out of or incident to the imposition, assessment or assertion of any period beginning after December 31Tax described in (vv), 2005(ww), (xx) or (yy) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax (the sum of (vv), (ww), (xx), (yy) and (zz) being referred to herein as "MFS Loss"); provided, however, that MFS shall pay to Buyer any actual reduction in any Tax of MFS or any of its Affiliates resulting from any Tax Benefit to MFS or any Affiliate of MFS with respect to such MFS Loss or the item or items giving rise to the MFS Loss. (b) ii. For purposes of Section 15, the following rules shall apply to determine the amount of Straddle Period Taxes that relate to a Pre-Closing Tax Period or a Post-Closing Tax Period (unless such Straddle Period Taxes are allocated between Buyer and MFS pursuant to another Section of this Section 9.03(a15 in which case such other Section shall apply instead of this Section 15f(ii), in ). In the case of any Taxes that are Straddle Period Tax imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes is based upon or related to shareholders' equity, income, gross receipts, gross income, franchise, profits or sales and use, the amount of such Straddle Period Tax that relates to the relevant Pre-Closing Tax Period shall be deemed the amount that would be payable if the relevant Straddle Tax Period ended on March 31, 1998. In the case of any other Straddle Period Tax imposed on a periodic basis, the amount of such Straddle Period Tax that relates to the relevant Pre-Closing Tax Period shall be the amount of such Straddle Period Tax for the entire Straddle Tax period Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Tax period ending Period that ends on and including the Closing Date March 31, 1998 and the denominator of which is the total number of days in the entire Straddle Tax period, Period. Any Straddle Period Taxes that are not deemed to relate to a Pre-Closing Tax Period pursuant to this Section 15f(iii) shall be deemed to relate to a Post-Closing Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Seller and (y) in the case Controlled Subsidiaries. iii. Upon payment by any Buyer Indemnitee of any Tax based upon or related to income Buyer Loss (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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller provision of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requestedproof thereof), Xx. Xxxxxx and Seller MFS shall discharge their its obligation to indemnify the such Buyer Indemnified Person Indemnitee against such Tax Buyer Loss by paying to Buyer an amount equal to the amount of such Tax Buyer Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid Upon payment by any MFS Indemnitee of any MFS Loss (and the provision of written proof thereof), Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their its obligation to indemnify the Buyer Indemnified Person MFS Indemnitee against such Tax MFS Loss by making payments paying to the relevant Taxing Authority or Buyer, as directed by Buyer, in MFS an aggregate amount equal to such MFS Loss. iv. Any payment pursuant to this Section 15f shall be made not later than 15 days after receipt by MFS or Buyer (as the amount case may be) of such Tax Loss. The payment written notice from the other party stating that an indemnified Loss has been paid by a Buyer Indemnified Person of any Indemnitee or MFS Indemnitee (as the case may be), the amount thereof and the indemnity payment requested. For income Tax Loss shall not relieve Xx. Xxxxxx or Seller of purposes, MFS and Buyer agree to treat, and to cause their obligations respective Affiliates to treat, all indemnification payments made under this Section 9.0315f as adjustments to the Merger Consideration. (d) Buyer v. Each party agrees to give prompt written notice to Xx. Xxxxxx and Seller the other of any Tax indemnified Loss or the assertion of any claim, or the commencement of any audit, examination, suit, action or proceeding in respect of which indemnity indemnification may be sought hereunder which Buyer deems to be within the ambit of under this Section 9.03 15f of which such party is aware (specifying with reasonable particularity the basis therefor). Buyer shall ) and will give Xx. Xxxxxx and Seller the other party such information with respect thereto as either or them the other party may reasonably request; provided, that the failure to timely provide such notice shall reduce the other party's indemnity obligation to the extent that such failure prejudices the other party. vi. Each MFS shall have full responsibility and discretion for the handling of Xxany Tax controversy involving Seller or any of the Controlled Subsidiaries that relates to any tax period of Seller or the Controlled Subsidiaries ending upon or before consummation of the merger, including an audit, a protest to the Appeals Division of the Internal Revenue Service, or comparable Taxing Authority, and litigation in the Tax Court or any other court of competent jurisdiction ("Tax Controversy"); PROVIDED, HOWEVER, that with respect to any such Tax Controversy that could give rise to an indemnification obligation of Parent and Buyer under Section 15c(viii), (i) MFS shall reasonably keep Buyer advised and shall reasonably consult with Buyer with respect to such Tax Controversy and (ii) MFS shall not settle such Tax Controversy without Buyer's consent, which shall not be unreasonably withheld (provided however, that in no event shall either of the requirements set forth in (i) or (ii) be construed to require MFS (or any of its affiliates) to extend an statute of limitations or otherwise keep any Tax audit or period open). Xxxxxx Buyer shall have full responsibility and discretion for the handling of any Tax Controversy involving Seller mayor any of the Controlled Subsidiaries that relates to any tax period of Seller or the Controlled Subsidiaries that begins before and ends after the consummation of the Merger; PROVIDED, at his or its own expenseHOWEVER, participate in that with respect to any such Tax Controversy that could give rise to an indemnification obligation of MFS under this Agreement, (i) Buyer shall reasonably keep MFS advised and shall reasonably consult with MFS with respect to such Tax Controversy and (ii) Buyer shall not settle such Tax Controversy without MFS' consent, which shall not be unreasonably withheld. MFS and Buyer shall also jointly control the defense of such suit, action or proceeding, it being understood any claim that all determinations as relates to the ultimate conduct parties' allocation of such action, suit the purchase price. Buyer shall promptly furnish MFS with a copy of any correspondence received from any Taxing Authority by Buyer or proceeding (including the settlement thereof) shall any Affiliate of Buyer with respect to any Tax period for which Buyer may be in Buyer’s sole discretionentitled to indemnification under Section 15f. (e) vii. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve MFS of any liability hereunder. viii. Any claim of any Buyer Indemnified Person Indemnitee (other than Buyer) under this Section 9.03 15f may be made and enforced by Buyer on behalf of such Buyer Indemnified PersonIndemnitee. Any claim of any MFS Indemnitee (other than MFS) under this Section 15f may be made and enforced by MFS on behalf of such MFS Indemnitee. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (ai) Xx. Xxxxxx If the Closing shall occur, Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against, and reimburse any Buyer Indemnitees for, all (A) Excluded Taxes, (B) Transfer Taxes to the extent required to be borne by Seller hereby, jointly pursuant to Section 10.5; (C) Taxes arising from or in connection with the failure of any representation or warranty made by the Company in Section 3.10 (Taxes) to be true and severally, indemnify each Buyer Indemnified Person correct (which term where (x) references to “Material Adverse Effect” contained in such representation or warranty shall be deemed to be references to “material to the Company” and (y) all references to “material” contained in such representation or warranty (including references to “material to the Company” as a result of clause (x) above) shall be taken into account solely for purposes of this Agreement shalldetermining whether such representation or warranty have been breached or violated, following but not for purposes of calculating the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company Loss resulting from a such breach of the provisions of Section 3.13 or violation (xit being agreed that, for such purpose, all qualifications as to Material Adverse Effect and materiality contained in such representation or warranty shall be ignored); (D) Tax resulting Taxes arising from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, with any transaction contemplated breach by this Agreement, (y) Tax of the Company resulting from a termination or Seller of any Tax Sharing Agreement pursuant to Section 5.05(d) of their covenants or agreements contained herein; and (zE) any liabilities, costs, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses) attributable to any item in clauses (A) through (D); provided, however, that Buyer Indemnitees shall not be entitled to recover any Taxes pursuant to this Section 6.8(h)(i) to the extent a Liability for such Taxes was specifically reflected and identified as such in the Net Working Capital. Notwithstanding Section 9.4(d) and Section 9.4(f), losses, damages, assessments, settlements or judgments arising out the limitations under Section 9.4(d) shall not apply to any claim under any of or incident to the imposition, assessment or assertion of any Tax described in (uSection 6.8(h)(i)(A), (vB) or (D) (or, to the extent relating thereto, Section 6.8(h)(i)(E)) regardless of whether such claim could also be made under Section 6.8(h)(i)(C), and the limitations under Section 9.4(f)(B) shall not apply to any claim under Section 6.8(h)(i)(D) (or, to the extent relating thereto, Section 6.8(h)(i)(E)) regardless of whether such claim could also be made under any of Section 6.8(h)(i)(A), (w), (xB) or (yC), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (bii) For purposes of this Section 9.03(a)If the Closing shall occur, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees from and against, and reimburse any Seller Indemnitees for, all (A) Taxes arising from or in the case connection with any breach by Buyer of any of its covenants or agreements contained herein; (B) Transfer Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is extent required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced borne by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costsSection 10.5; and (C) costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherexpenses) attributable to any item in clauses (A) through (B).

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following GA II hereby indemnifies the Closing, include the Companies) Company against and agree agrees to hold each Buyer Indemnified Person it harmless from any (ui) Tax of the Company described in clause (i) of the definition of Tax related GA relating to a Pre-Closing Tax Period, (v) Period in excess of any required but unpaid Tax described in clause distributions by the Company and (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments ) arising out of or incident to the imposition, assessment or assertion of any Tax described in (ui), (v)including those liabilities, (w)costs and expenses incurred in the contest in good faith in appropriate proceedings relating to the imposition, (x) assessment or (y)assertion of any such Tax, in each case suffered by the Company after the Closing (the sum of (v), (w), (x), (yi) and (zii) being referred to herein as an “GA Tax Loss”). Benchmark hereby indemnifies the Company against and agrees to hold it harmless from any (i) Tax of SSLLC relating to a Pre-Closing Tax Period in excess of any required but unpaid Tax distributions by the Company and (ii) liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Tax described in (i), including those liabilities, costs and expenses incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case suffered by the Company after the Closing (the sum of (i) and (ii) being referred to as a “SSLLC Tax Loss;” and collectively with any GA Tax Loss, a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of If any claim or demand for Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems pursuant to be within the ambit of this Section 9.03 6.03 is asserted against the Company, the Company shall notify GA II (specifying with reasonable particularity the basis therefor). Buyer relating to any Tax of GA) or Benchmark (relating to any Tax of SSLLC) of such claim or demand within 10 days of receipt thereof, and shall give Xx. Xxxxxx and Seller GA II or Benchmark, as applicable, such information with respect thereto as either GA II or them Benchmark, as applicable, may reasonably request. Each of Xx. Xxxxxx and Seller mayGA II or Benchmark, as applicable, may discharge, at his or its own expenseany time, participate in their indemnification obligation under this Section 6.03 by paying to the defense Company the amount of the applicable Tax Loss, calculated on the date of such suitpayment. The Company shall not settle or conclude any contest or proceeding (including, action without limitation, a Tax audit) relating to Taxes for which indemnification may be sought from GA II or proceedingBenchmark, as applicable, under this Section 6.03 without the approval of GA II or Benchmark, as applicable, not to be unreasonably withheld. Neither GA II nor Benchmark shall be liable under this Section 6.03 for any amount arising out of a contest or proceeding of which GA II or Benchmark, as applicable, were not notified as required under this Section 6.03(b) to the extent that the failure to so notify prejudiced GA II or Benchmark, as applicable. (c) Notwithstanding Section 6.03(a), if GA II’s or Benchmark’s, as applicable, indemnification obligation under this Section 6.03 arises in respect of an adjustment which makes allowable to the Company any deduction, amortization, exclusion from income or other allowance for any taxable period beginning after the Closing Date (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then the Company shall pay over to GA II or Benchmark, as applicable, the tax savings attributable to such Tax Benefit (calculated on a with-and-without basis) as and when realized by the Company; provided, however, that the amount paid to GA II or Benchmark, as applicable, pursuant to this provision with respect to any indemnification obligation shall not exceed the amount paid by GA II or Benchmark, as applicable, pursuant to Section 6.03 with respect to such indemnification obligation. (d) Except as otherwise provided in Section 6.02(a), the Company shall pay (i) to GA II any refunds of Taxes paid by GA received by the Company with respect to the Pre-Closing Tax Period and (ii) to Benchmark any refunds of Taxes paid by SSLLC received by the Company with respect to the Pre-Closing Tax Period, in each case within ten (10) Business Days of the receipt thereof, it being understood that all determinations such refunds will be claimed in cash rather than as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days a credit against future Taxes of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherCompany and/or its Subsidiaries.

Tax Indemnification. (a) Xx. Xxxxxx Subject to the terms and conditions of this Article VII, from and after the Closing Date, the Seller hereby, jointly shall indemnify and severally, indemnify hold harmless each Buyer Indemnified Person (which term Tax Indemnitee from and against liability for purposes of this Agreement shall, the following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause Taxes: (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments all Taxes arising out of or incident attributable to any Pre-Closing Period (including the portion of any Straddle Period properly allocable to the imposition, assessment Pre-Closing Period) owed by or assertion with respect to the assets or operations of any Tax described in Business Entity; (u), (v), (w), (xii) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for Taxes of Seller and any Subsidiary of Seller allocable to any Pre-Closing Period; (iii) any liability for Taxes of or with respect to any Subchapter S Group or any combined, consolidated, unitary or other group that included the income or assets of a Business Entity and either Seller or any one or more Subsidiaries of Seller (other than the Business Entities); (iv) any Tax or other payment of the Business Entities arising under any ad valorem real property tax Tax sharing or Tax allocation agreement to which the Business Entities are or were a party on or prior to the Closing Date and entered into prior to the Closing Date; (v) any and all Taxes arising from or in respect of the Land in respect connection with any breach of any period beginning after December 31representation under Section 7.1; (vi) any and all Taxes arising from or in connection with any breach of any covenant of Seller under this Article VII; and (vii) any Tax imposed upon, 2005relating to or resulting from the transaction referred to in Section 5.12. (b) For purposes Notwithstanding anything in this Agreement to the contrary, neither Seller nor any Continuing Affiliate shall be liable for, nor shall be required to indemnify Buyer Tax Indemnitees for or pay for (i) Taxes to the extent such Taxes are taken into account in the Working Capital calculation or otherwise taken into account under Section 5.10(b), (ii) Taxes that arise from or in connection with transactions on the Closing Date after the Closing with respect to the assets or operations of any Business Entities which are not in the ordinary course of business of the Business Entities (“Extraordinary Taxes”), (iii) Taxes that arise as a result of actions taken or elections made by the Buyer, the Business Entities or any of their Affiliates after the Closing (“Buyer Taxes”), or (iv) Taxes with respect to any claim under Article VII that does not exceed $10,000. (c) Subject to the terms and conditions of this Section 9.03(a)Article VII, in the case of any Taxes that are imposed on a periodic basis from and are payable for a Tax period that includes (but does not end on) after the Closing Date, the portion Buyer Tax Indemnitors shall jointly and severally indemnify and hold harmless each Seller Tax Indemnitee from and against liability for (i) any and all Taxes arising out of such Tax related or attributable to any Post-Closing Period (including the portion of such Tax period ending on and including any Straddle Period properly allocable to the Post-Closing Date shall (xPeriod) in owed by or with respect to the case assets or operations of any Taxes other than gross receiptsBusiness Entity, sales or use Taxes and Taxes based upon or related to income(ii) Extraordinary Taxes, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period(iii) Buyer Taxes, and (yiv) in any Taxes arising from any breach by the case Buyer or any of its Affiliates of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, covenant contained in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03Article VII. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller Except as otherwise provided in Section 7.5, payment in full of any amount due to a Tax Loss or Indemnitee under this Section 7.2 shall be made to the assertion affected Tax Indemnitee in immediately available funds within 15 Business Days after written notice is received by the Tax Indemnitor that payment of such Taxes to the appropriate Taxing Authority is due; provided that the Tax Indemnitee shall comply with its obligation to notify the other parties under Section 7.6; and provided, further, that the Tax Indemnitor shall not be required to make any claimpayment earlier than two Business Days before such Taxes are due to the appropriate Taxing Authority. In the case of a Tax that is contested in accordance with the provisions of Section 7.6, or payment of the commencement of any suit, action or proceeding in respect of which indemnity may Tax to the appropriate Taxing Authority will be sought hereunder which Buyer deems considered to be within due no earlier than the ambit of this Section 9.03 date a final determination (specifying with reasonable particularity a “Final Tax Determination”) to such effect is made by the basis therefor). Buyer appropriate Taxing Authority or court provided, that if such Taxes have been previously paid, payment shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as be made to the ultimate conduct affected Tax Indemnitee within thirty (30) days of such actionreceiving notification of the Tax Claim (or if later, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretiona Final Tax Determination). (e) Any claim From and after the Closing, Seller will retain an amount of any Buyer Indemnified Person net assets reasonably sufficient, in the good faith judgment of Seller, to satisfy its obligations under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified PersonArticle VII. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller herebyThe Shareholders, jointly and severally, shall indemnify each Buyer Indemnified Person of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which term for purposes of this Agreement shallarise from or as a result of, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from or are directly or indirectly connected with any (ui) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing the Tax Indemnification Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a any inaccuracy in or breach of Section 2.14 or any breach of the provisions of Shareholders' obligations under Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) 5.2 and (ziii) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments Liabilities arising out of or incident to the imposition, assessment or assertion of any Tax described in clause (u), (v), (w), (xi) or (yii), including those incurred in the contest in good faith appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any Liability as transferee (the sum of (vi), (w), (x), (yii) and (ziii) 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 Loss”); provided except to the extent that neither Xx. Xxxxxx nor Seller shall have any liability for the payment aggregate amount of such Losses exceeds the amount of any ad valorem real property tax reserve for Tax liabilities attributable to Separate Taxes (excluding deferred taxes) reflected in respect of the Land in respect of any period beginning after December 31, 2005Closing Balance Sheet. (b) For purposes of this Section 9.03(a)5.5, 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 last day of the applicable Tax Indemnification Period (the "Allocation Date"), the portion of such Tax related to the portion of such applicable Tax period ending on and including the Closing Date Indemnification Period shall (xi) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Allocation Date and the denominator of which is the number of days in the entire Tax period, and (yii) in the case of any 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 Closing Allocation Date. The 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) Not later than 30 days after receipt Upon payment by Xx. Xxxxxx or Seller any Indemnitee of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and Loss, the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller Shareholders shall discharge their obligation to indemnify the Buyer Indemnified Person such Indemnitee against such Tax Loss by paying to Buyer a such Indemnitee or the Company, as designated by Parent, an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer Any payment pursuant to this Section 5.5 shall be made not later than 30 days after receipt by the Shareholders' Agent of written notice from Parent or the Company stating that any Loss has (e) Parent agrees to give give, or cause the Company to give, prompt notice to Xx. Xxxxxx and Seller the Shareholders' Agent of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding Legal Proceeding in respect of which indemnity may be sought hereunder which Buyer Parent deems to be within the ambit of this Section 9.03 5.5 (specifying with reasonable particularity the basis therefor). Buyer shall therefore) and will give Xx. Xxxxxx and Seller the Shareholders' Agent such information with respect thereto as either or them the Shareholders' Agent may reasonably request. Each of Xx. Xxxxxx and Seller The Shareholders' Agent may, at his the expense of the Shareholders, review all work papers and procedures used to prepare any Separate Tax Return for any Pre-Closing Tax Period of the Company; and participate in and, except as provided in Section 5.5(f), upon notice to the Company, assume the defense of any Legal Proceeding (including any Tax audit) in respect of which indemnity may be sought; provided that (i) the Shareholders' counsel is reasonably satisfactory to the Company, (ii) the Shareholders' Agent shall thereafter consult with the Company upon the Company's reasonable request for such consultation from time to time with respect to such Legal Proceeding (including any Tax audit) and (iii) the Shareholders' Agent shall not, without the Company's consent, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Parent, any of its Affiliates or the Company. If the Shareholders' Agent assumes such defense, the Company shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, participate separate from the counsel employed by the Shareholders' Agent, and the Shareholders' Agent shall not assert that the Loss, or any portion thereof, with respect to which the Company seeks indemnification is not within the ambit of this Section 5.5. If the Shareholders' Agent elects not to assume such defense, the Company may pay, compromise or contest the Tax at issue. The Shareholders shall be liable for the fees and expenses of counsel employed by the Company for any period during which the Shareholders' Agent has not assumed the defense a Legal Proceeding. Whether the Shareholders' Agent chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement prosecution thereof) shall be in Buyer’s sole discretion. (ef) The Company shall control the defense of any claim that relates to (i) Taxes described in Section 5.5(b) or (ii) any Separate Return filed by the Company. (g) The Shareholders shall not be liable under this Section 5.5 with respect to any Tax resulting from a claim or demand the defense of which the Shareholders were not offered the opportunity to assume as provided under Section 5.5(e) to the extent that the Shareholders' liability under this Section 5.5 is adversely affected as a result thereof. No investigation by Parent or any of its Affiliates at or prior to the Closing Date shall relieve the Shareholders of any Liability hereunder. (h) Any claim of any Buyer Indemnified Person Indemnitee under this Section 9.03 5.5 may be made and enforced by Buyer Parent or the Company on behalf of such Buyer Indemnified PersonIndemnitee. Treatment of Certain Payments. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Each of the Stockholders on their own behalf and Seller herebyon behalf of their successors, jointly executors, administrators, estate, heirs and assigns agree, subject to the provisions and limitations set forth in this Article XII, to severally, with respect to their pro rata amount of the Merger Consideration, and not jointly, indemnify each Buyer the Parent Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against Parties and agree to hold each Buyer Indemnified Person them harmless from any (u) Tax of the Company described in clause and against (i) all Losses of any kind or nature whatsoever, which may be sustained or suffered by any such Parent Indemnified Party based upon, arising out of, or by reason of any breach or violation of, inaccuracy in or omission from any representation or warranty contained in Section 5.13, when made or deemed made as of the definition Closing Date of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause the Selling Companies; (ii) all Taxes (or (iiithe non-payment thereof) of each Selling Company and its Subsidiaries (including all Taxes relating to the definition of Tax, (wSpin-Off) Tax for all taxable periods ending on or before the Closing Date and the portion through the end of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to Closing Date for any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (iii) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any Selling Company or 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 Regulations 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 the portion applicable Selling Company and its Subsidiaries) imposed on any Selling Company or any of such Tax related 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 portion of such Tax period ending on and including the Closing Date shall (x) Closing, provided, however, that in the case of any clauses (i) through (iv) above, the Stockholders shall be liable only to the extent that such Losses or Taxes other than gross receiptsare in excess of the amount, sales or use if any, accrued in the Final Net Working Capital for Taxes and Taxes based upon or related to income, be deemed to be the amount only after application of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period any net operating loss carryforwards from taxable periods ending on and including or prior to the Closing Date and capital loss carryforwards from taxable periods ending on or prior to the denominator Closing Date of which is the number Selling Companies or its Subsidiaries to the extent such attributes existed on or prior to the Closing Date, with any Tax benefit from such Tax attributes being taken into account only at such time or times as and to the extent that the Parent Indemnified Party actually realizes a Tax benefit from such attribute through a refund of days Tax or reduction in the entire actual amount of Taxes which such Parent Indemnified Party would otherwise have had to pay if such Tax period, and (y) attribute had not been available. Parent shall use reasonable commercial efforts to cause such Tax attributes to be usable in the case of any determining such Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal liability. Any dispute as to the amount which would or availability of any such Tax attributes that cannot be payable if resolved in good faith discussions between the relevant Tax period ended on applicable parties shall be submitted to the Accounting Referee and included resolved in accordance with the Closing Dateprocedures set forth in Section 3.8(b). To the extent that the Parent Indemnified Parties are entitled to recover for any of the foregoing Losses or Taxes (to the extent related to Income Taxes and Taxes attributable to the Spin-Off) and the amount in the Indemnification Escrow Funds is insufficient or the Indemnification Escrow Funds are not available, the Principal Stockholder Indemnifying Parties shall, subject to the provisions and limitations set forth in this Article XII, severally, with respect to their pro rata amount of the Merger Consideration, and not jointly, reimburse the Parent Indemnified Parties therefor within 15 Business Days after payment of such Taxes by a Parent Indemnified Party. (b) Each of the Stockholders agrees severally, with respect to their pro rata amount of the Merger Consideration, and not jointly, to contribute to any amounts paid by the Principal Stockholders pursuant to Section 12.1(a) in accordance with the terms of the Holding Master Escrow, the Fluent Master Escrow and, as applicable, the contribution agreement referred to in Section 11.3(i). (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation With respect to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal Taxes attributable to the amount of such Tax Loss. Notwithstanding Spin-Off and Income Taxes which may be sustained or suffered by any Parent Indemnified Party as set forth in Section 12.1 (a), the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days Parent Indemnified Parties shall prior to the date on which Indemnification Cut-Off Date first seek recovery related thereto for up to $5,000,000 from the relevant Tax Loss is required to be paid by any Buyer Indemnified PersonIndemnification Escrow Funds in accordance with the provisions of Section 11.3 and thereafter may seek indemnification, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments without regard to the relevant Taxing Authority or BuyerIndemnification Escrow Funds, as directed by Buyer, in an aggregate amount equal to from the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03Principal Stockholder Indemnifying Parties. (d) Buyer agrees Parent Indemnified Party may not make any claims pursuant to give prompt notice to Xx. Xxxxxx and Seller Section 12.1(a) above for the amount of any Tax Loss Taxes (other than Taxes attributable to the Spin-Off) unless and until the aggregate indemnifiable Losses and Taxes pursuant to this Article XII or Article XI equal or exceed the assertion of Deductible Amount, and then only such Losses and Taxes that exceed the Deductible Amount shall be recoverable by the Parent Indemnified Parties in accordance with the terms hereof. Notwithstanding any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit other contrary provision of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller mayAgreement, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as any Taxes attributable to the ultimate conduct of such action, suit or proceeding (including Spin-Off shall not be subject to the settlement thereof) shall be in Buyer’s sole discretionDeductible Amount. (e) Any claim Notwithstanding any other contrary provision of this Agreement, (i) the amount of any Buyer Income Taxes and any Taxes attributable to the Spin-Off and, in each case, any Losses relating thereto, that may be recovered by the Parent Indemnified Person Parties pursuant to this Article XII and Section 11.2(b) in the aggregate shall be limited to the amount of proceeds received by the Principal Stockholder Indemnifying Parties in connection with the transactions contemplated by this Agreement and (ii) the amount of any Taxes and Losses related thereto other than those described in (i) that may be recovered by the Parent Indemnified Parties shall be limited to the Indemnification Escrow Funds. For purposes of this Agreement, if a Principal Stockholder Indemnifying Party sells or otherwise transfers any Parent Common Stock received in the Mergers, the proceeds received by such Principal Stockholder Indemnifying Party shall mean the cash proceeds received by such Principal Stockholder Indemnifying Party in connection with such sale (net of any commissions). Notwithstanding anything herein to the contrary, (A) any Taxes recovered by Parent Indemnified Parties pursuant to Article XII shall not be recoverable pursuant to any other Article of this Agreement and (B) the Stockholders shall have no indemnification obligation under this Section 9.03 may be made and enforced by Buyer Agreement due to a reduction of net operating losses or capital loss carryforwards (but, in each case, only to the extent such net operating losses or carryforwards existed on behalf or prior to the Closing Date) carried forward to periods after the Closing or any limitations on the usability of such Buyer Tax attributes unless such reduction or limitation actually increases the Tax liability of a Parent Indemnified PersonParty. (f) Disputes arising Notwithstanding any other contrary provision of this Agreement, in determining indemnifiable Losses and Taxes under this Article XII, the provisions of Section 9.03 and not resolved by mutual agreement within 30 days 11.2(d) shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherapplied.

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: (ai) Xx. Xxxxxx all Taxes, losses, claims and Seller herebyexpenses resulting from, jointly 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 failure of any representation or warranty made pursuant to Section 3.12 to be true and severallycorrect in all respects as of the date of this Agreement and as of the Closing Date; (ii) all Taxes imposed on, indemnify each Buyer Indemnified asserted against or attributable to the 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) any Taxes imposed on a member of the Company Group by reason of such Person (which term having been a member of any affiliated, consolidated, combined or unitary group for purposes of this Agreement shall, following filing Returns or paying Taxes (other than such a group consisting solely of members of the Company Group) prior to the Closing, include the Companies(iv) against any and agree to hold each Buyer Indemnified all Taxes of any Person harmless from imposed on any (u) Tax member of the Company described Group for any period as a transferee or successor, by Law, or contract (other than a Commercial Tax Agreement), in clause each case, in respect of a transaction occurring on or before the Closing, (iv) fifty percent (50%) of all Transfer Taxes, and (vi) without duplication of other indemnities hereunder, any penalties, interest, additions to Tax or other similar items with respect any period to the definition of Tax related extent relating to Taxes with respect to a Pre-Closing Tax PeriodPeriod or Overlap Period that are imposed as a result of any Tax benefits related to the Informal Contribution, being challenged or 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, (vb) Tax described in clause are attributable to Taxes of Purchaser, its Affiliates (iiother than the Group Company) or (iii) of the definition of Tax, (w) Tax any direct or indirect beneficial owners thereof or attributable to Taxes of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made Group as a result ofof an election under Section 338 of the Code, or (c) resulted from the failure to comply with Section 6.6(f) by Purchaser, 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 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 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 withwith the CoCo Bonds, any transaction including without limitation, their issuance, existence or tax accounting treatment and the transactions related to the CoCo Bonds contemplated by this Agreement, (y) Tax of which such liability will be borne jointly and severally by the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed Sellers other than CAV on a periodic pro rata basis and are payable for a Tax period that includes in accordance with their respective Purchase Price Adjustment Percentages (but does not end on) calculated without taking into account the Closing Date, the portion Purchase Price Adjustment Percentage of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing DateCAV). (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include the Companies) Seller hereby indemnifies each Purchased Subsidiary and each other Buyer Indemnified Party against and agree agrees to hold each Buyer Indemnified Person of them harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of any Covered Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (zii) any liabilities, costs, expenses (including, without limitation, including reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Covered Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Covered Tax, and (iii) for all liability, costs, and expenses incurred in connection with the filing of a Seller-Filed Tax described Return (any item set forth in (uclause ‎(i), (v‎(ii), (w), (xor ‎(iii) or (y), (the sum of (v), (w), (x), (ythis ‎Section 8.06(a) and (z) being referred to herein as shall be a “Buyer Tax Loss”); provided that neither Xx. Xxxxxx nor Seller The amount of Buyer Tax Losses shall have any liability for be computed applying the payment provisions of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005‎Section 11.06(a) mutatis mutandis. (b) For purposes From and after the Closing, Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from any liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, (i) of any Purchased Subsidiary other than Covered Taxes or (ii) resulting from any breach of the representations and warranties contained in ‎Section 4.10 (any item set forth in clause (i) or (ii) of this Section 9.03(a‎Section 8.06(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a “Seller Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 Loss”). The amount of such Seller Tax for Losses shall be computed applying the entire Tax period multiplied by a fraction the numerator provisions of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y‎Section 11.06(a) in the case of any 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 Closing Datemutatis mutandis. (c) Not later than 30 days after receipt by Xx. Xxxxxx If the Seller is (or Seller of written notice would be, assuming an adverse determination from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority) obligated to pay a Tax under this ‎Section 8.06 that is being contested or otherwise disputed with the applicable Taxing Authority and there is a requirement (or Buyerthere is a decision by the party controlling the contest) to pay the Tax (or any portion thereof) (including as a deposit), as directed by Buyer, in an aggregate the Seller shall timely and properly pay such amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer applicable Taxing Authority on behalf of itself or the applicable taxpayer and to the extent such amounts are subsequently recovered by a Purchased Subsidiary or other Buyer Indemnified PersonParty from the Taxing Authority, the Buyer shall pay such amount to the Seller. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include each Seller shall, severally and not jointly, defend, indemnify and hold harmless the Companies) Purchaser Indemnified Parties from, against and agree to hold each Buyer Indemnified Person harmless from in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against any (u) Tax of the Company described Purchaser Indemnified Parties, to the extent resulting from, arising out of or relating to: (i) (A) Taxes imposed on or with respect to (x) any Seller or its Affiliates or (y) the assets of any Seller or its Affiliates, including all Taxes imposed on Seller or its Affiliates relating to or resulting from the operations or activities of the Retained Business or the income or gain from the Excluded Assets; (B) all Taxes for which any Seller or its Affiliates may be liable as a transferee or successor, by contract, by Applicable Law or otherwise; (C) Taxes imposed on or with respect to the Transferred Assets, the Administered Contracts, and the operation and activities of the Business for all taxable periods (or portions thereof) ending on or before the Closing Date; or (D) any breach or non-performance by Sellers or any of their Affiliates of any of the covenants set forth in this Agreement or the Ancillary Agreements that relate to any Tax matter, in each of the cases of the preceding clauses (A) through (D), other than any Losses to the extent resulting from, arising out of or relating to Purchaser Product Tax Liabilities; provided that, Losses indemnifiable pursuant to this clause (i) shall not include lost profits (including lost profits that would otherwise be taken into account in determining Losses in respect of diminution of value) or similar damages; (ii) (A) any actual or alleged failure of any Administered Contract, at any time on or after the issuance of such Administered Contract, to comply with any Tax law with which such Administered Contract was (x) designed to comply, (y) purported by Sellers or their Affiliates to comply or (z) purported by any Producer at any time on or prior to the Effective Time or at any time thereafter at the express direction of Sellers or their Affiliates to comply, including any such failures resulting from, relating to, or arising out of the definition design, structure or terms of such Administered Contract, the absence of any contractual provision the inclusion of which is necessary for such Administered Contract to comply with any such Tax related law or the characterization of an Administered Contract as a “modified endowment contract” if such Administered Contract was not intended by the parties to such Administered Contract to qualify as such (any such actual or alleged failure hereinafter referred to as a Pre-Closing “Product Tax Period, Failure”) or (vB) Tax described in Seller Indemnified Expenses; provided that Losses indemnifiable under this clause (ii) shall not include (1) lost profits (including lost profits that would otherwise be taken into account in determining Losses in respect of diminution of value) or similar damages, (2) any increased overhead costs or (3) Losses in respect of Purchaser Product Tax Liabilities); (iii) any breach of or inaccuracy in any of the definition representations and warranties of Taxsuch Seller contained in Section 3.11 (General Tax Representations), determined without regard to any items set forth on Schedule 3.11 and without regard to any qualifications or references to “Seller Material Adverse Effect,” “material” or any other materiality qualifications or references contained in any specific representation or warranty; (wiv) Tax any breach of or inaccuracy in any of the Company resulting from a breach Product Tax Representations, determined without regard to any item set forth on Schedule 3.11 or any item set forth on Schedule 3.12 and without regard to any qualifications or references to “Seller Material Adverse Effect,” “material” or any other materiality qualifications or references contained in any specific representation or warranty (“Product Tax Loss”). provided, however, that the maximum amount for which Sellers shall be liable under this Section 11.01(a)(iv) shall not exceed, in the aggregate, an amount equal to 50% of the provisions Purchase Price; The limitations on Sellers’ obligations to indemnify Purchaser set forth in subclauses (i) through (iv) of Section 3.13 (x11.01(a) Tax shall not apply to Losses resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result offrom, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident relating to any claim involving fraud, willful misconduct or gross negligence of Sellers or their Affiliates. In no event will this Agreement be interpreted in any manner that would provide a Purchaser Indemnified Party the right to multiple recoveries with respect to the impositionsame Loss. (b) From and after the Closing, assessment Purchaser shall defend, indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of all Losses imposed on, sustained, incurred or assertion suffered by, or asserted against, any of the Seller Indemnified Parties, to the extent resulting from, arising out of or relating to: (i) (A) Taxes imposed on or with respect to the Transferred Assets, the Assigned and Assumed Contracts and the Assumed Liabilities for all taxable periods (or portions thereof) beginning after the Closing Date, not covered by Section 11.01(a)(ii) or Section 11.01(a)(iv); (B) except as provided in any Ancillary Agreement, any Taxes imposed with respect to Purchaser’s conduct of the operations and activities described in the Ancillary Agreements; or (C) any breach, violation or non-fulfillment of any of the covenants and agreements of Purchaser contained in this Agreement that relate to any Tax described matter; provided that Losses indemnifiable pursuant to this clause (i) shall not include lost profits (including lost profits that would otherwise be taken into account in determining Losses in respect of diminution of value) or similar damages; (u)ii) (A) an actual or alleged Purchaser Product Tax Failure, or (B) any breach, violation or non-fulfillment of the covenants and agreements of Purchaser contained in this Agreement to the extent related to an actual or alleged Product Tax Failure; (collectively, (v), (w), (x) or (y), (the sum of (v), (w), (x), (yA) and (z) being referred to herein as a B), “Purchaser Product Tax LossLiabilities”); provided that neither Xx. Xxxxxx nor Seller Losses indemnifiable pursuant to this clause (ii) shall have any liability for the payment of any ad valorem real property tax not include (1) lost profits (including lost profits that would otherwise be taken into account in determining Losses in respect of the Land in respect diminution of value) or similar damages or (2) any period beginning after December 31, 2005. increased overhead costs or (b3) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on Losses arising from Purchaser having caused a periodic basis and are payable for a Product Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes Failure 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any with respect to an actual or alleged Purchaser Product Tax based upon Failure or related to income and any gross receipts, sales or use Tax, be deemed equal (z) to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx extent attributable to a breach, violation or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and non-fulfillment of the indemnity payment requested, Xx. Xxxxxx covenants and Seller shall discharge their agreements of Purchaser contained in Section 11.03 of this Agreement; The limitations on Purchaser’s obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount Sellers set forth in subclauses (i) and (ii) of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss Section 11.01(b) shall not relieve Xxapply to Losses resulting from, arising out of or relating to any claim involving fraud, willful misconduct or gross negligence of Purchaser or its Affiliates. Xxxxxx or In no event will this Agreement be interpreted in any manner that would provide a Seller of their obligations under this Section 9.03. (d) Buyer agrees Indemnified Party the right to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information multiple recoveries with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretiona Purchaser Product Tax Liability. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. Subject to compliance with Section 10.4(d), the Stockholder will indemnify, defend and hold harmless Buyer, and its officers, directors, employees, members, managing directors, Affiliates (aincluding, after the Closing Date, the Company) Xx. Xxxxxx and Seller herebyagents and the successors to the foregoing (and their respective officers, jointly directors, employees, members, managing directors, Affiliates and severallyagents) against (i) all Taxes (and losses, indemnify each Buyer Indemnified Person claims and expenses related thereto) resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the failure of any representation or warranty made pursuant to Section 6.1.9 to be true and correct as of the Closing Date; (which term for purposes ii), until the expiration of the statute of limitations applicable to the matters covered by this Agreement shallclause (ii) (after giving effect to any waiver, following mitigation or extension thereof granted by the Company after the Closing), include all Taxes imposed on or asserted against the Companies) against and agree to hold each Company or Buyer Indemnified Person harmless from any (u) Tax or for which the Company or Buyer may be liable in respect of the properties, income or operations of the Company described in clause (i) of the definition of Tax related to a for all Pre-Closing Tax PeriodPeriods (net of applicable reserves for Taxes to the extent accurately reflected in the computation of the Closing Net Worth) and (iii), (v) Tax described in until the expiration of the statute of limitations applicable to the matters covered by this clause (ii) or (iii) of the definition of Tax(after giving effect to any waiver, (w) Tax of mitigation or extension thereof granted by the Company resulting from a breach after the Closing) and subject to the last sentence of this Section 10.3, all Taxes imposed or asserted against the provisions of Section 3.13 (x) Tax resulting from Company or Buyer, or for which the application of Section 280G of the Code to any payment made pursuant to this Agreement Company or to any payment made Buyer may be liable, as a result of, or in connection with, of any transaction contemplated by this AgreementAgreement (net of applicable reserves to the extent accurately reflected in the computation of Closing Net Worth. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (y) Tax of including any penalties and interest), imposed on the Buyer or the Company resulting from a termination of any Tax Sharing which are incurred in connection with this Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, will be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced borne by Buyer on behalf of such Buyer Indemnified Personwhen due. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Subject only to the limitations set forth in Section 8.6(a)(ii) and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person until the earlier to occur of (which term for purposes x) the receipt by Company of this Agreement shall, following a final decree on the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax results of a tax audit of the Company described in clause (i) of covering the definition of Tax related to a Pre-Closing Tax Period, Periods (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (xsuch term is defined below) or (y)) the third anniversary of the Closing Date, Seller shall indemnify the Purchaser or the Company, at the Purchaser's discretion, for direct losses, resulting to Company from taxes imposed upon the Company (the sum of i) with respect to any taxable period (v)or any portion thereof) starting on or after January 1, 1999 and ending on or before December 31, 2002 (w)such taxes are hereinafter referred to as "Pre-Closing Taxes" and such periods as "Pre-Closing Periods") and specifically relating to social security contributions, VAT and withholding tax related to salaries (x), (yLohnsteuer) and (zii) being referred to herein as a “Tax Loss”); direct result of Seller having breached its obligations under Section 3.1(h) by distributing retained earnings in an amount higher than the aggregate amount of distributable profits provided that neither Xxfor in the Company's balance sheet as of September 30, 2002. Xxxxxx nor Seller For the avoidance of doubt, Purchaser and/or Company shall have in no event be entitled to indemnification or any liability other form of compensation for income taxes of any sort (except, for the payment avoidance of doubt, any ad valorem real property tax in respect income taxes related to (ii) above). For the avoidance of the Land in respect of any period beginning after December 31doubt, 2005Section 8.6(b) shall not apply. (b) For purposes If a notice of this Section 9.03(a)deficiency, in proposed adjustment, adjustment, assessment, tax field audit, examination, suit, dispute or other claim (a "Tax Claim") shall be delivered, sent, commenced, or initiated to or against the case of Company by any Taxes that are imposed on a periodic basis and are payable tax authority with respect to taxes for a Tax period that includes (but does not end on) the Closing Datewhich Purchaser is entitled to indemnification from Seller, the portion Purchaser shall promptly notify Seller in writing of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing DateClaim. (c) Not later than 30 days after receipt No Tax Claim shall be made by Xx. Xxxxxx the Purchaser and no liability shall arise in respect of any damage or Seller loss (i) if and to the extent such damage or loss is the subject of written notice from Buyer stating a specific accrual, allowance, provision or reserves in the financial statements of the Company listed in Schedule 8.11(c) (the "Tax Accruals") provided that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding Accruals has not been, or should not have been, dissolved on the foregoing, date of this Agreement; or (ii) if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior and to the date on which extent any of the relevant Tax Loss is required to be paid by any Buyer Indemnified PersonAccruals (except for the accrual, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against allowance, provision or reserve for VAT), whether such Tax Loss by making payments to Accrual has been made for the relevant Taxing Authority respective type of tax or Buyernot, as directed by Buyer, in an aggregate amount equal to can be dissolved or has not been dissolved within twelve months after the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03Closing Date. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx The Vendor shall defend, hold harmless and Seller herebyindemnify the Buyer, jointly the Company and/or the Acquired Company from and severally, indemnify each against any and all PRC Taxes imposed on the Buyer Indemnified Person (which term for purposes of this Agreement shall, following or the Closing, include Acquired Company after Closing in connection with the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax transfer of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005Excluded Interests. (b) For purposes of this Section 9.03(a)The Vendor shall defend, hold harmless and indemnify the Buyer, the Company and/or the Acquired Company from and against and in the case respect of any Taxes that are imposed on and all loses, damages, charges, costs and expenses, based upon, arising out of or incurred by the Vendor as a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Dateresult of any breach of, or inaccuracy in, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) warranties set out 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing DateSchedule 1. (c) Not later than 30 days after receipt On demand by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of Buyer, the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation Vendor agrees to indemnify the Buyer Indemnified Person Buyer, the Company and/or the Acquired Company against such any and all Tax Loss by paying of the Company and/or the Acquired Company attributable to the operation of the Company and/or the Acquired Company prior to or at the Closing, including, any and all taxes on capital gain on the transfer of the Excluded Interest, (“Pre-Closing Taxes”) and pay the Buyer an amount equal to any Pre-Closing Taxes payable or suffered by the amount of such Tax Loss. Notwithstanding Company and/or the foregoingAcquired Company which arises by reference to any profits earned, if Buyer provides Xx. Xxxxxx accrued, received or Seller with written notice of a Tax Loss at least 30 days prior to the date otherwise recognized on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03before Closing. (d) The Vendor shall defend, hold harmless and indemnify the Buyer agrees from and against any PRC Withholding Taxes, associated late payment interests and penalty levied on the Buyer, as well as loss of cost basis (cost less than the acquisition cost paid by the Buyer to give prompt notice the Vendor) if the Buyer disposes of the relevant Sale Shares, due to Xx. Xxxxxx and Seller of any the failure by the Vendor to fulfil its PRC Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information obligations under Bulletin 7 with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be transactions contemplated in Buyer’s sole discretionthis Agreement. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller herebyNotwithstanding any other indemnification provision(s) in this Agreement, the Sellers agree, jointly and severally, to indemnify and defend each of the Buyer Indemnified Person Indemnitees (which term for purposes of this Agreement shallincluding, following the Closingwithout limitation, include the CompaniesOcean Bio-Chem, LLC, as a successor by conversion to OBCI, and its subsidiaries) against against, and agree to shall hold each Buyer Indemnified Person of them harmless from and against, and shall pay and reimburse each of them for, any (u) Tax and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of, any state income Taxes of the Company described in clause (i) or imposed on Ocean Bio-Chem, LLC, as a successor by conversion to OBCI, or any of the definition of Tax related its subsidiaries, with respect to a any Pre-Closing Tax Period, in any jurisdiction by any Governmental Authority as a result of failure by OBCI or any of its subsidiaries to: (vi) file a state Income Tax described return in clause any such jurisdiction, or (ii) properly report, apportion or allocate income to any such jurisdiction (iiieach a “State Income Tax Claim”). (b) If any Buyer Indemnitee receives notice of the definition assertion or commencement of Taxany State Income Tax Claim, (w) the Buyer Indemnitee shall give the Sellers reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such State Income Tax Claim. The failure to give such prompt written notice shall not, however, relieve the Sellers of their indemnification obligations, except and only to the extent that the Sellers forfeit rights or defenses by reason of such failure. Such notice by the Buyer Indemnitee shall describe the State Income Tax Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Company resulting from a breach Loss that has been or may be sustained by the Buyer Indemnitee. The Sellers shall not have the right to participate in or to assume the defense of any State Income Tax Claim. Sellers and the Buyer Indemnitee shall cooperate with each other in all reasonable respects in connection with the defense of any State Income Tax Claim, including making available (subject to the provisions of Section 3.13 4.06) records relating to such State Income Tax Claim and furnishing, without expense (xother than reimbursement of actual out-of-pocket expenses) Tax resulting from to the application of Section 280G defending party, management employees of the Code non-defending party as may be reasonably necessary for the preparation of the defense of such State Income Tax Claim. (c) The Buyer Indemnitee shall have the authority to enter into a settlement of any payment made State Income Tax Claim without the prior written consent of the Sellers. (d) Once a Loss related to a State Income Tax Claim is agreed to by the Sellers, settled by the Buyer Indemnitee(s) pursuant to Section 7.10(c), or finally adjudicated to be payable pursuant to this Agreement or Section 7.10, the Sellers shall satisfy their obligations within 10 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. Any Losses payable to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement Buyer Indemnitee pursuant to this Section 5.05(d7.10 shall be satisfied solely from the Tax Indemnification Escrow Fund. The aggregate amount of all Losses for which Sellers shall be liable pursuant to this Section 7.10 shall not exceed the Tax Indemnification Escrow Amount. Sellers’ obligations under this Section 7.10 shall survive Closing for a period of twenty-four (24) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), months (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “State Income Tax LossIndemnification Period”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax such State Income Tax Claims asserted in respect of the Land in respect of any period beginning after December 31, 2005. good faith with reasonable specificity (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of extent known at such Tax period ending on time) and including in writing by notice from the Closing Date shall (xBuyer Indemnitee(s) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days Sellers prior to the expiration date on which of the relevant State Income Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss Indemnification Period shall not relieve Xxthereafter be barred by the expiration of the State Income Tax Indemnification Period and such State Income Tax Claims shall survive until finally resolved. Xxxxxx or Seller Upon the expiration of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of the State Income Tax Indemnification Period, any remaining Tax Loss or the assertion of any claimIndemnification Escrow Amount, or the commencement of any suitif any, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretionreleased to Sellers. (e) Any claim For the avoidance of doubt, the provisions of Sections 7.01-7.09 shall not apply to any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified PersonState Income Tax Claim. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any Sellers’ Representative (u) Tax on behalf of the Company described in clause Sellers) shall, indemnify, defend and hold harmless the Buyer Indemnitees from and against, and pay or reimburse the Buyer Indemnities for, without duplication, all (i) Excluded Taxes, (ii) Specified Taxes, (iii) any Taxes arising out of, attributable to, relating to or resulting from any breach or nonperformance of any of the definition covenants set forth in Section 6.1(b) (Conduct of Business), or Article IX (Tax related to a Pre-Closing Tax PeriodMatters), (iv) fifty percent (50%) of any Scheduled Taxes and (v) Tax described in clause (ii) or (iii) of the definition of Taxcosts and expenses, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, including reasonable expenses of investigation and attorneys’ legal fees and expenses), losses, damages, assessments, settlements or judgments arising out attributable to any item in clauses (i)-(iv) of or incident to the imposition, assessment or assertion of any this Section 9.2(a) (Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (yIndemnification) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for incurred from and after the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005Closing. (b) For purposes Except as otherwise provided in Section 9.2(a) (Tax Indemnification), from and after the Closing, Buyer shall indemnify, defend and hold harmless the Sellers, their respective Affiliates, predecessors and successors, and stockholders, employees, officers, partners, members, trustees, directors, managers, agents, and representatives (the “Seller Indemnitees”) from and against, and pay or reimburse the Seller Indemnities for, all (i) Taxes (other than Excluded Taxes) imposed on the Company and the Company Subsidiaries for any Post-Closing Period, (ii) any Taxes arising out of, attributable to, relating to or resulting from any breach or nonperformance of any of the covenants set forth in Article IX (Tax Matters), (iii) fifty percent (50%) of any Scheduled Taxes and (iv) costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i)-(ii) of this Section 9.03(a), in 9.2(b) (Tax Indemnification) and incurred from and after the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing DateClosing. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Each Indemnifying Holder agrees, severally (based on such Company Indemnifying Holder’s Indemnity Pro Rata Share of each Loss covered by this Section 9.3) and Seller herebynot jointly, jointly to indemnify and severally, indemnify each Buyer hold harmless the Parent Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless Parties from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Periodany and all Pre‑Closing Taxes (and any Losses attributable or relating thereto), (v) Tax described in clause (ii) any Losses or (iii) Taxes incurred or sustained by the Parent Indemnified Parties arising out of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions representations contained in Section 3.11(a) hereof, (iii) all Taxes (and any Losses attributable or relating thereto) of Section 3.13 any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its subsidiaries (x) Tax resulting from the application or any predecessor of Section 280G any of the Code 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 (iv) with the exception of customary commercial leases or contracts that are not primarily related to Taxes entered into in the ordinary course of business and liabilities thereunder, any and all Taxes (and any Losses attributable thereto) 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 payment made pursuant law, rule or regulation, which Taxes relates to this Agreement an event or to any payment made as a result oftransaction occurring before the Closing Date. Notwithstanding the foregoing, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident each Indemnifying Holder’s indemnity obligation shall not apply to the imposition, assessment or assertion of any Tax described extent that such Taxes were accounted for in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005determining Net Working Capital. (b) For purposes If any of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for Parent Indemnified Parties pays a Tax period that includes (but does not end onfor which the Indemnifying Holders are liable pursuant to Section 9.3(a) the Closing Datehereof, the portion of such Tax related Indemnified Parties shall be entitled to indemnification from the Indemnifying Holders in accordance with the provisions of, and subject to the portion of such Tax period ending on procedure and including the Closing Date shall (x) in the case of any Taxes other than gross receiptslimitations contained in, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Datethis Article IX. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Except as otherwise provided in this Article XVI, the Lessee shall pay and Seller hereby, jointly on written demand shall indemnify and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person of the Lessor, the Trustee, any trustee under the Mortgages and their respective successors and assigns (collectively, the "Tax Indemnitees," and individually, a "Tax Indemnitee") harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection withand against, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses all fees (including, without limitation, reasonable expenses of investigation documentation, recording, license and attorneys’ fees and expensesregistration fees), lossestaxes (including, damageswithout limitation, assessmentsincome, settlements gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or judgments arising out of or incident to the imposition, assessment or assertion withholdings of any Tax described in nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (u), (v), (w), (x) or (y), (any of the sum of (v), (w), (x), (y) and (z) foregoing being referred to herein as "Taxes" and individually as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability "Tax" (for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section, the definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 9.03(a406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) or imposed on or with respect to any Tax Indemnitee, the Lessee, the Leased Property or any portion thereof or the Land, or any subLessee or user thereof, by the United States or by any state or local government or other taxing authority in the case United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, maintenance, repair, storage, transfer of title, redelivery, use, operation, condition, sale, return or other application or disposition of all or any part of the Leased Property or the imposition of any Taxes that are imposed on Lien (or incurrence of any liability to refund or pay over any amount as a periodic basis and are result of any Lien) thereon, (ii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable for a Tax period that includes pursuant to the Notes or any other Operative Document, (but does not end oniv) the Closing DateLeased Property, the portion Land or any part thereof or any interest therein, (v) all or any of such Tax related to the portion of such Tax period ending on Operative Documents, any other documents contemplated thereby and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes amendments and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, supplements thereto and (yvi) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information otherwise with respect thereto as either to or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in connection with the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved transactions contemplated by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherOperative Documents.

Tax Indemnification. (a) Xx. Xxxxxx The covenants, agreements, representations and warranties of the parties hereto contained in this Article 7 or in any certificate or other writing delivered pursuant to this Article 7 or in connection herewith shall survive for such period as set forth in Section 10 herein, and any indemnification claims made under this Section 7.7 shall be made pursuant to Article 10 below. (b) Seller hereby, jointly and severally, hereby agrees to indemnify each Buyer the Purchaser Indemnified Person Parties (which term for purposes of this Agreement shall, following the Closing, include the Companiesas defined in Section 10.2(a)) against and agree to hold each Buyer Indemnified Person them harmless from (i) any (ux) Tax of the Company described in clause (i) or any of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, its Subsidiaries and (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, limitation reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described of the Company or any of its Subsidiaries and any liability of the Company or any of its Subsidiaries as transferee, in (u)each case related to the Tax Indemnification Period and in each case incurred or suffered by any Purchaser Indemnified Party or, (v)effective upon the Closing, (w), (x) the Company or (y), (the sum any of (v), (w), (x), (y) its Subsidiaries; and (zii) being referred to herein any and all Damages (as a “Tax Loss”defined in Section 10.2(a); provided that neither Xx. Xxxxxx nor Seller shall have any liability for ) incurred or suffered by the payment Purchaser Indemnified Parties arising out of any ad valorem real property tax misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Seller pursuant to this Article 7. The indemnification set forth in the preceding sentence shall not apply to or in respect of Taxes of the Land Company or any of its Subsidiaries to the extent that such Taxes were funded by a payment by the Seller to the Purchaser pursuant to Sections 7.4(b) or 7.4(c) or are the obligation of Purchaser pursuant to the penultimate sentence of Section 7.3(a). Purchaser hereby agrees to indemnify the Seller Indemnified Parties (as defined in respect Section 10.2(a)) against and to hold them harmless from any and all Damages incurred or suffered by the Seller Indemnified Parties arising out of any period beginning after December 31misrepresentation or breach of warranty, 2005covenant or agreement made or to be performed by the Purchaser pursuant to this Article 7. (bc) For purposes of Section 7.4(c) and this Section 9.03(a)7.7, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax taxable period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to incomeincome or gross receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (y) in the case of any Tax based upon or related to income and any or gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. (c) Not later than 30 days . Any credits relating to a taxable period that begins before and ends after receipt by Xxthe Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by All determinations necessary to give effect to the foregoing allocations shall be made in a Buyer Indemnified Person and the amount thereof and manner consistent with prior practice of the indemnity payment requested, Xx. Xxxxxx Company and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03its Subsidiaries. (d) Buyer Purchaser agrees to give prompt notice to Xx. Xxxxxx and the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, which the Purchaser deems to be within the ambit of this Section 7.7 (specifying with particularity the basis therefor) and will give the Seller such information with respect thereto as the Seller may request. Seller may, at its own expense, (i) participate in and, (ii) upon notice to the Purchaser, assume the defense of any such suit, action or proceeding; provided that, (y) the Seller shall thereafter consult with the Purchaser upon the Purchaser's reasonable request for such consultation from time to time with respect to such suit, action or proceeding, and (z) the Seller shall not, without the Purchaser's consent, which consent shall not be unreasonably withheld, agree to any settlement with respect to any Tax Loss if such settlement could materially adversely affect the past, present or future Tax liability of the Purchaser, any of its Affiliates or, upon the Closing, the Company or any of its Subsidiaries. If the Seller assumes such defense, the Purchaser shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Seller. Whether or not the Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (e) Seller agrees to give prompt notice to the Purchaser of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer the Seller deems to be within the ambit of this Section 9.03 7.7 (specifying with reasonable particularity the basis therefor). Buyer shall ) and will give Xx. Xxxxxx and Seller the Purchaser such information with respect thereto as either or them the Purchaser may reasonably request. Each of Xx. Xxxxxx and Seller Purchaser may, at his or its own expense, (i) participate in and, (ii) upon notice to the Seller, assume the defense of any such suit, action or proceeding; provided that (y) the Purchaser shall thereafter consult with the Seller upon the Seller's reasonable request for such consultation from time to time with respect to such suit, action or proceeding, it being understood that and (z) the Purchaser shall not, without the Seller's consent, which consent shall not be unreasonably withheld, agree to any settlement with respect to any Tax if such settlement could materially adversely affect the past, present or future Tax liability of the Seller or any of its Affiliates. If the Purchaser assumes such defense, the Seller shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Purchaser. Whether or not the Purchaser chooses to defend or prosecute any claim, all determinations as to of the ultimate conduct of such action, suit parties hereto shall cooperate in the defense or proceeding (including the settlement prosecution thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising Seller shall not be liable under this Section 7.7 with respect to any Tax resulting from a claim or demand the defense of which the Seller was not offered the opportunity to assume, as provided under Section 9.03 and 7.7(d) hereof, to the extent the Seller's liability under Section 7.7(b) is adversely affected as a result thereof. No investigation by the Purchaser or any of its Affiliates at or prior to the Closing Date shall relieve the Seller of any liability hereunder. (g) Purchaser shall not resolved be liable under this Section 7.7 with respect to any Tax resulting from a claim or demand the defense of which the Purchaser was not offered the opportunity to assume, as provided under Section 7.7(e) hereof, to the extent the Purchaser's liability under Section 7.7(b) is adversely affected as a result thereof. No investigation by mutual agreement within 30 days the Seller or any of its Affiliates at or prior to the Closing Date shall relieve the Purchaser of any liability hereunder. (h) Any amounts owned by any party to any other party under this Section 7.7 shall be resolved by the Settlement Accountants paid within five 10 business days of notice from such other party. Any amounts which are not paid within such 10-day period shall accrue interest at the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses monthly "Federal short-term rate" under Section 1274(d)(1)(C) of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherCode applicable to any period for which such interest is payable.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify AMD hereby indemnifies each Buyer LLC Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Party against and agree agrees to hold each Buyer LLC Indemnified Person Party harmless from any (uw) Tax of the Company described in clause (i) of the definition of Tax related to a PrePre- Closing Period or the pre-Closing Tax portion of any Straddle Period, (vx) Tax described in clause (ii) or (iii) of the definition of Tax, (wy) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result ofArticle IX, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), and any liability as transferee (the sum of (v), (w), (x), (y) ), and (z) being referred to herein as a “"Tax Loss”"); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes With respect to any claim that is made by any taxing authority which, if successful, might result in an indemnity payment to LLC or any of this Section 9.03(aits affiliates indemnified hereunder (a "Tax Claim") (other than a Tax Claim --------- relating to Taxes of the Company for a Straddle Period), AMD shall, at its sole expense control all proceedings, including but not limited to audits, taken in connection with such Tax Claim (including selection of counsel) and, without limiting the case of foregoing, may in its sole discretion pursue or forego any Taxes that are imposed on a periodic basis and are payable all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax period Claim in any permissible manner; provided, however, that includes (but does AMD shall not end on) take any position or enter into any settlement with respect to any such proceeding which materially adversely affects the tax liability of LLC, any of its Affiliates, or, on or after the Closing Date, the portion Company (including but not limited to the basis of the Company in the CPD Assets and the allocation of such Tax related basis), without the prior written consent of LLC. With respect to the portion of any such Tax period ending on and including the Closing Date Claims as to which AMD asserts control, AMD shall (x) 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 not assert that such Tax Claim (or portion thereof) is not within the ambit of Section 9.2(a). AMD and LLC shall jointly control all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. In no case shall LLC, the entire Company, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax period multiplied by Claim without AMD's written consent, which shall not be unreasonably withheld. Neither party shall settle a fraction Tax Claim relating to Taxes of the numerator of Company for any Straddle Period without the other party's prior written consent, which is shall not be unreasonably withheld. LLC, the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax periodCompany, and (y) each of their respective Affiliates shall cooperate with AMD in the case of contesting any Tax based Claim, which cooperation shall include, without limitation, the retention and (upon AMD's reasonable request) the provision to AMD of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or related explanation or any material provided hereunder or to income and any gross receipts, sales or use Tax, be deemed equal testify at proceedings relating to the amount which would be payable if the relevant such Tax period ended on and included the Closing DateClaim. (c) Not later than 30 days after receipt Upon payment by Xx. Xxxxxx or Seller any LLC Indemnified Party of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requestedLoss, Xx. Xxxxxx and Seller AMD shall discharge their its obligation to indemnify the Buyer LLC Indemnified Person Party against such Tax Loss by paying payment to Buyer LLC an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing; provided, however, that if Buyer LLC provides Xx. Xxxxxx or Seller AMD with written notice of a Tax Loss at least 30 60 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer LLC Indemnified PersonParty, within that 30-day period Xx. Xxxxxx and Seller AMD shall discharge their its obligation to indemnify the Buyer Indemnified Person LLC against such Tax Loss by making payments to the relevant Taxing Authority or Buyerpaying, as directed by BuyerLLC, in an aggregate amount equal to the amount of such Tax Loss. Any payment pursuant to this Section 9.2 shall be made not later than 60 days after receipt by AMD of written notice from LLC in accordance with the foregoing proviso or stating that any Tax Loss has been incurred by a LLC Indemnified Party and the amount thereof and of the indemnitee payment requested. The payment by a Buyer LLC Indemnified Person Party of any Tax Loss shall not relieve Xx. Xxxxxx or Seller AMD of their obligations its obligation under this Section 9.039.2. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer LLC Indemnified Person Party (other than LLC) under this Section 9.03 may be made and enforced by Buyer LLC on behalf of such Buyer LLC Indemnified PersonParty. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx From and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include the Companies) Seller hereby indemnifies each Purchased Subsidiary and each other Buyer Indemnified Party against and agree agrees to hold each Buyer Indemnified Person of them harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of any Covered Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (zii) any liabilities, costs, expenses (including, without limitation, including reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Covered Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Covered Tax, and (iii) for all liability, costs, and expenses incurred in connection with the filing of a Seller-Filed Tax described Return (any item set forth in clause (ui), (vii), (w), (x) or (y), (the sum iii) of (v), (w), (x), (ythis Section 8.06(a) and (z) being referred to herein as shall be a “Buyer Tax Loss”); provided that neither Xx. Xxxxxx nor Seller The amount of Buyer Tax Losses shall have any liability for be computed applying the payment provisions of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005Section 11.06(a) mutatis mutandis. (b) For purposes From and after the Closing, Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from any liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, (i) of any Purchased Subsidiary other than Covered Taxes or (ii) resulting from any breach of the representations and warranties contained in Section 4.10 (any item set forth in clause (i) or (ii) of this Section 9.03(a8.06(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a “Seller Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 Loss”). The amount of such Seller Tax for Losses shall be computed applying the entire Tax period multiplied by a fraction the numerator provisions of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ySection 11.06(a) in the case of any 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 Closing Datemutatis mutandis. (c) Not later than 30 days after receipt by Xx. Xxxxxx If the Seller is (or Seller of written notice would be, assuming an adverse determination from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal Authority) obligated to the amount of such pay a Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. 8.06 that is being contested or otherwise disputed with the applicable Taxing Authority and there is a requirement (dor there is a decision by the party controlling the contest) Buyer agrees to give prompt notice to Xx. Xxxxxx pay the Tax (or any portion thereof) (including as a deposit), the Seller shall timely and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller properly pay such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as amount to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer applicable Taxing Authority on behalf of itself or the applicable taxpayer and to the extent such amounts are subsequently recovered by a Purchased Subsidiary or other Buyer Indemnified PersonParty from the Taxing Authority, the Buyer shall pay such amount to the Seller. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx MLIM Parent shall indemnify, defend, and Seller hereby, jointly hold harmless the BlackRock Indemnified Parties from and severally, indemnify each Buyer Indemnified Person against (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Periodwithout duplication), (v) any and all Taxes and Losses related to Taxes of or relating to the ownership, operation or conduct of MLIM Business Entities or the Assets for any Tax described in clause year or portion thereof ending on or prior to the MLIM Contribution, (w) any and all United Kingdom Taxes and Losses related to United Kingdom Taxes (i) for which a UK Company is secondarily liable as a result of having been a member of a group for any Tax purpose prior to Closing or (ii) arising as a result of the provision of non-cash benefits prior to Closing to employees, (x) any and all Taxes and Losses relating to Taxes arising out of (i) any breach of or any inaccuracy in any representation or warranty (without giving effect to any qualifiers or exceptions relating to knowledge, materiality or MLIM Material Adverse Effect) including the representations and warranties contained in Exhibit 3.20 or (ii) any breach of a covenant relating to Taxes made by MLIM Parent or any of its Affiliates, (y) any and all Taxes and Losses relating to Taxes of or relating to the MLIM Transferors, the MLIM Business Entities or the Assets that directly arise as a result of entering into this Agreement or Closing other than Transfer Taxes for which BlackRock is liable pursuant to Section 8.7, or (z) any failure on the part of MLIM Parent or any of its Affiliates to comply with the DCL recapture provisions set forth in Treasury Regulation Section 1.1503-2(g)(2)(vii) with respect to the DCLs of the UK Entities, provided that MLIM Parent shall have no liability under Section 8.1(a) in relation to any Taxes or Losses related to United Kingdom Taxes, in either case of the UK Companies, to the extent that such Taxes or Losses (i) were provided for in the Accounts of the UK Companies or were otherwise taken into account in determining the consideration payable for the MLIM Contribution, or (ii) arise as a result of post Closing changes in law (excluding, for the avoidance of doubt, any judicial decision), generally published concession or practice of any Governmental Authority having retrospective effect, or (iii) are penalties or interest which arise as a result of any unreasonable delay or default by a BlackRock Party or UK Company post Closing, or (iv) arise as a result of an act by a BlackRock Party or UK Company post Closing which the definition UK Company was not legally bound, as at Closing, to take, is outside the ordinary course of Taxits business, was not requested in writing by MLIM Parent and which the BlackRock Party or the UK Company knew or ought reasonably to have known would give rise to such Taxes or Losses and provided, further, that notwithstanding anything in this Agreement to the contrary, no payment shall be due with respect to any Taxes or Losses related to Taxes relating to DCLs existing at or prior to the MLIM Contribution until there has been a "determination" (w) Tax of within the Company resulting from a breach of the provisions meaning of Section 3.13 (x1313(a) Tax resulting from the application of Section 280G of the Code to or any payment made pursuant to this Agreement similar state, local or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (yforeign Tax provision) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident with respect to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005relevant Taxes. (b) For purposes In the event of this Section 9.03(aa breach of the covenant in section 5.10(f), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 indemnification payable to the entire Tax period multiplied by a fraction BlackRock Indemnified Parties shall not exceed the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed amount equal to the amount which would be payable if product of (i) the relevant Tax period ended loss or deduction recognized by MLIM Parent and its Affiliates as a result of any transaction or series of transactions occurring after the date hereof and on or prior to the MLIM Contribution resulting in a reduction in the aggregate adjusted tax basis of the 197 Intangibles and included the Closing Date(ii) 40%. (c) Not All amounts payable or to be paid under this Section 8.1 (the "Tax Indemnity Payments") shall be paid in immediately available funds within five (5) Business Days after the later than 30 days after of (i) receipt by Xx. Xxxxxx or Seller of a written notice request from Buyer stating that any the party entitled to such Tax Loss has been incurred by a Buyer Indemnified Person Indemnity Payment and (ii) the day of payment of the amount thereof and that is the subject of the indemnity Tax Indemnity Payment by the party entitled to receive the Tax Indemnity Payment. Any late payments shall accrue interest at the Specified Rate. All indemnification payments pursuant to this Article VIII shall be made on an After-Tax Basis. "After-Tax Basis" shall mean, for purposes of this Agreement, the amount otherwise due under this Article VIII increased by such additional amount as necessary so that the aggregate payment, net of Tax liability to the party entitled to payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount is equal to the amount due under this Article VIII without taking into account Taxes incurred by the party entitled to payment on the receipt of such payment. For purposes of determining the Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller liability with written notice of a Tax Loss at least 30 days prior respect to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The indemnification payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations received under this Section 9.03Article VIII, the parties shall assume that the party entitled to payment's combined effective Tax rate is 40%. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Seller hereby indemnifies Buyer and Seller herebyits Affiliates, jointly and severallyincluding the Purchased Subsidiaries, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree agrees to hold each Buyer Indemnified Person of them harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Periodthat is an Income Tax of any of the Purchased Subsidiaries or any Pre-Closing Tax that is an Income Tax attributable to the Purchased Assets, (ii) liability for the payment of any Tax as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iii) liability for the payment of any Tax arising directly from the Carve Out Plan other than a Transfer Tax, (iv) liability for the payment of any withholding Tax arising directly from the Cash Repatriation Plan, (v) Tax described in clause (ii) or (iii) liability for the payment of the definition of Tax, (w) any Tax of the Company resulting from a breach of Seller and the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) Retained Subsidiaries and (zvi) any liabilities, costs, expenses (including, without limitation, including reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clauses (ui) — (ii), (v)including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, (w)assessment or assertion of any such Tax, (x) in each case incurred or (y)suffered by Buyer or any of its Affiliates or, (effective upon Closing, the sum of (v)Purchased Subsidiaries; provided, (w)however, (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any no liability for the payment of any ad valorem real property Tax under clauses (iii)-(iv) other than for Taxes actually incurred by Buyer and its Affiliates, including the Purchased Subsidiaries, and shall have no liability for any Taxes arising in a Post-Closing Tax Period from the reduction of tax in respect attributes as a result of the Land in respect Carve Out Plan or the Cash Repatriation Plan; provided, further, that Seller shall have no liability for the payment of any period beginning loss attributable to or resulting from any action or prohibited action described in Section 8.07 hereof, including an election made or deemed made by Buyer under Section 338(g) of the Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.09(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller more than six years after December 31, 2005Closing. (b) For purposes Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from (i) any Income Tax of the Purchased Subsidiaries that is not a Pre-Closing Tax and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Income Tax described in clause (i), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Income Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be provided under this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable 8.09(b) or otherwise for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related Claim as to income and any gross receipts, sales or use Tax, be deemed equal which Seller provides notice to the amount which would be payable if the relevant Tax period ended on and included the Closing DateBuyer more than six years after Closing. (c) Not later than 30 days after receipt The amount of any indemnification payment made under this Section 8.09 by Xx. Xxxxxx or Seller the party making an indemnification payment under Section 8.09 (the “Tax Indemnifying Party”) shall be net of written notice from Buyer stating that any Tax Loss has been incurred Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under Section 8.09, an amount by which the net Tax liability of the Tax Indemnified Party (or a Buyer group filing a Tax Return that includes such Tax Indemnified Person and Party) is actually reduced in any Tax period as a result of the indemnified loss or the amount thereof of a Tax refund that is generated as a result of such indemnified loss, and of any related interest received from the indemnity applicable Taxing Authority. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment requestedby the Tax Indemnifying Party, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against then such Tax Loss by paying Indemnified Party shall pay to Buyer an amount equal to the Tax Indemnifying Party the amount of such net Tax Loss. Notwithstanding Savings received by the foregoingTax Indemnified Party, if Buyer provides Xx. Xxxxxx or Seller with written notice net of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid any expenses incurred by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, Indemnified Party in an aggregate amount equal to the amount of collecting such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03amount. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Except as otherwise provided in this Article XVI, the Lessee shall pay and Seller hereby, jointly on written demand shall indemnify and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person of the Lessor, the Trustee, any trustee under the Mortgages and their respective successors and assigns (collectively, the "Tax Indemnitees," and individually, a "Tax Indemnitee") harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection withand against, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses all fees (including, without limitation, reasonable expenses of investigation documentation, recording, license and attorneys’ fees and expensesregistration fees), lossestaxes (including, damageswithout limitation, assessmentsincome, settlements gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or judgments arising out of or incident to the imposition, assessment or assertion withholdings of any Tax described in nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (u), (v), (w), (x) or (y), (any of the sum of (v), (w), (x), (y) and (z) foregoing being referred to herein as "Taxes" and individually as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability "Tax" (for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section, the definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 9.03(a406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) or imposed on or with respect to any Tax Indemnitee, the Lessee, the Leased Property or any portion thereof or the Land, or any sublessee or user thereof, by the United States or by any state or local government or other taxing authority in the case United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, maintenance, repair, storage, transfer of title, redelivery, use, operation, condition, sale, return or other application or disposition of all or any part of the Leased Property or the imposition of any Taxes that are imposed on Lien (or incurrence of any liability to refund or pay over any amount as a periodic basis and are result of any Lien) thereon, (ii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable for a Tax period that includes pursuant to the Notes or any other Operative Document, (but does not end oniv) the Closing DateLeased Property, the portion Land or any part thereof or any interest therein, (v) all or any of such Tax related to the portion of such Tax period ending on Operative Documents, any other documents contemplated thereby and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes amendments and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, supplements thereto and (yvi) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information otherwise with respect thereto as either to or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in connection with the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved transactions contemplated by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherOperative Documents.

Tax Indemnification. (a) Xx. Xxxxxx and Notwithstanding any limitations set forth in Article 11, which shall not apply to this Article 8 except as expressly stated in Section 8.12(c), Seller hereby, jointly and severally, indemnify each hereby indemnifies Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Parties against and agree agrees to hold each Buyer Indemnified Person of them harmless from any (ui) Pre-Closing Tax of any of the Company Transferred Subsidiaries, (ii) amount of the type described in clause (i) of the definition of Tax related to “Tax” as a result of any Transferred Subsidiary being or having been before the Closing a member of a Seller Group, (iii) Taxes arising from the pre-Closing restructuring steps completed by Seller and its Affiliates, including the Carve-Out Plan activities or the Cash Repatriation Plan activities, and including any direct or indirect capital gains taxes (for example, in respect of Bulletin 7 or similar Applicable Laws in India), (iv) Pre-Closing Taxes arising out of or related to any breach of any representation or warranty made in this Article 8 and any Taxes in any Post-Closing Tax PeriodPeriod arising out of or related to any breach of any representation or warranty made in Section 8.01(k), (v) Tax described Taxes attributable to or arising from any amounts or items required to be taken into account by any Buyer Indemnified Party under Code Section 481 or any similar provision of local or foreign law resulting from or attributable to any change in clause (ii) method of accounting made by Seller or (iii) of its Affiliates prior to the definition of TaxClosing, including without limitation those items set forth in Section 8.01(k), (wvi) Tax breach or default of the Company resulting from a breach Seller and its Affiliates in performing any of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) Article 8 and (zvii) any liabilities, costs, expenses (including, without limitation, including reasonable expenses of investigation and attorneys’ and tax advisors’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (uthe foregoing clauses of this Section 8.12(a), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax (veach of the items under clauses (i) through (vii), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”), in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Transferred Subsidiaries; provided provided, however, that neither Xx. Xxxxxx nor Seller shall have any no liability for the payment of any ad valorem real property tax Tax Loss attributable to or resulting from any action or prohibited action described in respect Section 8.09 or Section 8.14, including an election made or deemed made by Buyer under Section 338(g) of the Land in respect Code or any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.12(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller after the date that is ninety days following the expiration of any period beginning after December 31applicable statute of limitations (as it may be extended or tolled, 2005including by agreement). (b) For purposes Buyer hereby indemnifies Seller and its Affiliates (other than in respect of this a Seller Affiliate in its capacity as a stockholder of Parent, to the extent applicable) against and agrees to hold each of them harmless from (i) any Tax of the Transferred Subsidiaries that is not a Pre-Closing Tax subject to indemnification by Seller pursuant to Section 9.03(a8.12(a), (ii) any Tax of Seller or any Affiliate of Seller attributable to or resulting from Parent’s failure to comply with any of its obligations under Section 8.07, (iii) any Tax of Seller or any Affiliate of Seller attributable to or resulting from any action or prohibited action described in Section 8.09 or Section 8.14, (iv) any goods and services tax/harmonized sales tax, Quebec sales tax, penalties, interest and other amounts which may be assessed against the case Canadian Seller as a result of the transfer of the Canadian Assets not being eligible for any Taxes that are imposed on Canadian Tax Election jointly executed by the Canadian Seller and the Buyer under Part IX of the Excise Tax Act (Canada) or an Act respecting the Quebec sales tax or as a periodic basis result of the Buyer’s failure to file such elections within the prescribed time and are payable for a Tax period that includes (but does not end onv) the Closing Dateliabilities, the portion costs and expenses (including reasonable expenses of such Tax related investigation and attorneys’ and tax advisors’ fees and expenses) arising out of or incident to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receiptsimposition, sales assessment or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case assertion of any Tax based upon described in clauses (i) - (v), including those #88639600v31 incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or related to income and assertion of any gross receipts, sales or use such Tax, in each case incurred or suffered by Seller or any of its Affiliates; provided that no indemnification shall be deemed equal provided under this Section 8.12(b) or otherwise for any Tax Claim as to which Seller provides notice to Buyer after the amount which would date that is ninety days following the expiration of any applicable statute of limitations (as it may be payable if the relevant Tax period ended on and included the Closing Dateextended or tolled, including by agreement). (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller The provisions of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requestedSection 11.06(a) through Section 11.06(e) shall apply, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, mutatis mutandis in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person respect of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations indemnification payment under this Section 9.038.12. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of If any Tax Loss claim or the assertion of any claim, or the commencement of any suit, action or proceeding demand for Taxes in respect of which indemnity may be sought hereunder pursuant to (i) Section 8.12(a) or Section 8.12(b) or (ii) Section 11.02 for breach of a representation, warranty or covenant contained in this Article 8 (any such claim or demand, a “Tax Claim”) is asserted in writing against the party which Buyer deems would be entitled to seek such indemnification (the “Potential Indemnified Party”) or any of its Affiliates, the Potential Indemnified Party shall notify the party from which such indemnification would be sought (the “Potential Indemnifying Party”) of such Tax Claim in writing within the ambit twenty (20) days of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer receipt thereof, and shall give Xx. Xxxxxx and Seller the Potential Indemnifying Party such information with respect thereto as either or them the Potential Indemnifying Party may reasonably request; provided, that the failure of the Potential Indemnifying Party to give notice as provided in this Section 8.12(d) shall not relieve any Potential Indemnifying Party of its obligations under Section 8.12, except to the extent that such failure adversely prejudices the rights of any such Potential Indemnifying Party. Each of Xx. Xxxxxx and Seller mayThe Potential Indemnifying Party may discharge, at his any time, its indemnification obligation with respect to any Tax Claim by paying to the Potential Indemnified Party the amount payable pursuant to this Section 8.12 or Section 11.02, as the case may be, calculated on the date of such payment. The Potential Indemnifying Party shall have the right, at its own expense, to participate in and, upon notice to the Potential Indemnified Party, to assume the defense of any claim, suit, action, litigation or proceeding (including any Tax audit) relating to a Tax Claim (a “Tax Controversy”), and the Potential Indemnifying Party shall not have any indemnification obligations with respect to any payment in respect of any Taxes arising out of a Tax Controversy with a Taxing Authority as to which it was not afforded such right. If the Potential Indemnifying Party assumes such defense, the Potential Indemnifying Party shall have the sole discretion as to the conduct of such defense and the Potential Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Potential Indemnifying Party. Whether or not the Potential Indemnifying Party chooses to defend or prosecute any Tax Claim, all of such suit, action the parties hereto shall cooperate and shall cause their Affiliates to cooperate in the defense or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement prosecution thereof) shall be in Buyer’s sole discretion. (e) Any claim The Potential Indemnifying Party shall not be liable in respect of any Buyer Indemnified Person Tax Claim under this Section 9.03 8.12 or Section 11.02, as the case may be be, for any Tax (i) the payment of which was made without the Potential Indemnifying Party’s prior written consent, unless the Potential Indemnified Party has complied with the provisions set forth in Section 8.12(d) and enforced by Buyer on behalf a Final Determination of such Buyer the amount of Tax has been made, (ii) resulting from a settlement effected without the consent of the Potential Indemnifying Party, or (iii) resulting from any Tax Controversy with respect to which the Potential Indemnified Person.Party has not complied with the provisions set forth in Section 8.12(d). #88639600v31 (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days Notwithstanding any other provision of this Agreement, neither Seller nor any of its Affiliates (other than the Transferred Subsidiaries) shall be resolved by the Settlement Accountants within five days have any liability for any Taxes of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherTransferred Subsidiary that were taken into account in calculating Modified Net Working Capital Value.

Tax Indemnification. (a) Xx. Xxxxxx MLIM Parent shall indemnify, defend, and Seller hereby, jointly hold harmless the BlackRock Indemnified Parties from and severally, indemnify each Buyer Indemnified Person against (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Periodwithout duplication), (v) any and all Taxes and Losses related to Taxes of or relating to the ownership, operation or conduct of MLIM Business Entities or the Assets for any Tax described in clause year or portion thereof ending on or prior to the MLIM Contribution, (w) any and all United Kingdom Taxes and Losses related to United Kingdom Taxes (i) for which a UK Company is secondarily liable as a result of having been a member of a group for any Tax purpose prior to Closing or (ii) arising as a result of the provision of non-cash benefits prior to Closing to employees, (x) any and all Taxes and Losses relating to Taxes arising out of (i) any breach of or any inaccuracy in any representation or warranty (without giving effect to any qualifiers or exceptions relating to knowledge, materiality or MLIM Material Adverse Effect) including the representations and warranties contained in Exhibit 3.20 or (ii) any breach of a covenant relating to Taxes made by MLIM Parent or any of its Affiliates, (y) any and all Taxes and Losses relating to Taxes of or relating to the MLIM Transferors, the MLIM Business Entities or the assets that directly arise as a result of entering into this Agreement or Closing other than Transfer Taxes for which BlackRock is liable pursuant to Section 8.7, or (z) any failure on the part of MLIM Parent or any of its Affiliates to comply with the DCL recapture provisions set forth in Treasury Regulation Section 1.1503-2(g)(2)(vii) with respect to the DCLs of the UK Entities, provided that MLIM Parent shall have no liability under Section 8.1(a) in relation to any Taxes or Losses related to United Kingdom Taxes, in either case of the UK Companies, to the extent that such Taxes or Losses (i) were provided for in the Accounts of the UK Companies or were otherwise taken into account in determining the consideration payable for the MLIM Contribution, or (ii) arise as a result of post Closing changes in law (excluding, for the avoidance of doubt, any judicial decision), generally published concession or practice of any Governmental Authority having retrospective effect, or (iii) are penalties or interest which arise as a result of any unreasonable delay or default by a BlackRock Party or UK Company post Closing, or (iv) arise as a result of an act by a BlackRock Party or UK Company post Closing which the definition UK Company was not legally bound, as at Closing, to take, is outside the ordinary course of Taxits business, was not requested in writing by MLIM Parent and which the BlackRock Party or the UK Company knew or ought reasonably to have known would give rise to such Taxes or Losses and provided, further, that notwithstanding anything in this Agreement to the contrary, no payment shall be due with respect to any Taxes or Losses related to Taxes relating to DCLs existing at or prior to the MLIM Contribution until there has been a “determination” (w) Tax of within the Company resulting from a breach of the provisions meaning of Section 3.13 (x1313(a) Tax resulting from the application of Section 280G of the Code to or any payment made pursuant to this Agreement similar state, local or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (yforeign Tax provision) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident with respect to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005relevant Taxes. (b) For purposes In the event of this Section 9.03(aa breach of the covenant in section 5.10(f), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 indemnification payable to the entire Tax period multiplied by a fraction BlackRock Indemnified Parties shall not exceed the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed amount equal to the amount which would be payable if product of (i) the relevant Tax period ended loss or deduction recognized by MLIM Parent and its Affiliates as a result of any transaction or series of transactions occurring after the date hereof and on or prior to the MLIM Contribution resulting in a reduction in the aggregate adjusted tax basis of the 197 Intangibles and included the Closing Date(ii) 40%. (c) Not later than 30 days after receipt by Xx. Xxxxxx All amounts payable or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. 8.1 (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any the “Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereofIndemnity Payments”) shall be paid in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants immediately available funds within five days (5) Business Days after the later of (i) receipt of a written request from the party entitled to such Tax Indemnity Payment and (ii) the day of payment of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.amount that is

Tax Indemnification. (a) Xx. Xxxxxx and Seller The Contributors hereby, jointly and severally, indemnify each Buyer Parent Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Parent Indemnified Person harmless from any (ut) Tax of the Company any Codina Entity described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (vu) Tax described in clause (ii) or (iii) of the definition of Tax, (wv) Tax of the Company any Codina Entity resulting from a breach of the provisions of Section 3.13 4.14 or 6.06, (xw) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (x) withholding Tax of Parent, FECI, any Codina Entity or any of their Affiliates resulting from any payment or transfer pursuant to, in connection with or contemplated by the transactions described in this Agreement or the Escrow Agreement, (y) Tax of the Company any Codina Entity resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d6.06(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided (i) that neither Xx. Xxxxxx nor Seller such Contributors shall have any no liability for the payment of any such Tax Loss to the extent that such Tax Loss is reflected as a current Tax liability in the calculation of Closing Working Capital and (ii) the Contributors shall have no liability for ad valorem real property tax Taxes in respect of the Land in respect of any period periods beginning after December 31, 2005. (b) For purposes of this Section 9.03(a)11.03, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer Parent stating that any Tax Loss has been incurred by a Buyer Parent Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller the Contributors shall discharge their obligation to indemnify the Buyer Parent Indemnified Person against such Tax Loss by paying to Buyer Parent an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer Parent provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Parent Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller the Contributors shall discharge their obligation to indemnify the Buyer Parent Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or BuyerParent, as directed by BuyerParent, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Parent Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller the Contributors of their obligations obligation under this Section 9.0311.03. (d) Buyer Parent agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer Parent deems to be within the ambit of this Section 9.03 11.03 (specifying with reasonable particularity the basis therefor). Buyer Parent shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them Xx. Xxxxxx may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in BuyerParent’s sole discretion. (e) Any claim of any Buyer Parent Indemnified Person under this Section 9.03 may be made and enforced by Buyer Parent on behalf of such Buyer Parent Indemnified Person. (f) Disputes arising under Section 9.03 Sections 6.06 and 11.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer Parent, on the one hand hand, and Xx. Xxxxxx and Seller the Contributors, on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller herebyRegardless of any disclosure of any kind made on or prior to the date hereof, in the future or contained in this Agreement, any Ancillary Agreement or any Schedule or Exhibit hereto or thereto, the Selling Stockholders shall, jointly and severally, indemnify each and hold Buyer Indemnified Person and the Company (which term for purposes of this Agreement shalleach, following the Closing, include the Companiesa "Tax Indemnitee") against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause and against: (i) of any Tax imposed upon or relating to (A) the definition of Tax related to Selling Stockholders, Epoch or any Affiliate thereof for any period and (B) any party other than the Selling Stockholders, Epoch, Buyer or their respective Affiliates for a Pre-Closing Tax Period, including, in each case, any such Tax for which the Company may be liable, (vW) Tax described in clause under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), (X) as a transferee or successor by operation of law, (Y) by Contract or (Z) otherwise; (ii) any Tax imposed upon or relating to the Company for any Pre-Closing Period (excluding any Tax reflected in the calculation of Book Value); (iii) of the definition of Tax, (w) any Tax of the Company resulting arising directly or indirectly from a breach of the provisions of a representation or warranty set out in Section 3.13 4.12; (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (ziv) any liabilitiesincremental Liability for Tax in a Post-Closing Period arising from an action taken by the Selling Stockholders, Epoch or an Affiliate thereof with respect to a Tax Return for a Pre-Closing Period; (v) any Liabilities, costs, expenses (including, without limitation, including reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described Tax, including those incurred in the good faith contest of the imposition, assessment or assertion of any Tax; and (u)vi) any Liability as transferee; and (vii) any Liability in any way related to, (v)or arising out of or in connection with, (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability Company's 1099-S filings for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005years 2000 and 2001. (b) For purposes of this Except as otherwise provided in Section 9.03(a)9.04, payment in the case full of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) amount due from the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations Selling Stockholders under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) 9.01 shall be in Buyer’s sole discretion. (e) Any claim a joint and several obligation of any Buyer Indemnified Person under this Section 9.03 may be the Selling Stockholders and shall made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within Selling Stockholders to Buyer in immediately available funds at least five days (5) Business Days before the date payment of the date on Taxes to which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherpayment relates is due.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each agrees that Buyer Indemnified Person (which term is to have no liability for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (ui) Tax of the Company described in clause (i) or any of the definition of Tax other Transferred Entities related to a Pre-Closing Tax Period, (vii) Tax liability for the payment of any amount of the type described in clause (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined or unitary group for Taxes (including the Seller Group), (iii) Tax arising from a breach by Seller of any covenant or agreement contained in ‎Article 8, (iv) any Taxes (net of any related foreign Tax credits actually used by the Transferred Entities) attributable to amounts includable in income under Subpart F of the Code that is attributable to the income and operations of the Foreign Subsidiaries during a Pre-Closing Tax Period, which shall be determined by assuming that the Tax years of the Foreign Subsidiaries closed on the Closing Date, and (v) ISS Foreign Loan Taxes, and Seller agrees to indemnify, defend and hold harmless each Buyer Tax Indemnified Party against any such Tax (together with any interest, penalty, addition to Tax or additional amount), (any Tax described in (i), (ii), (iii), (iv) and (v), a “Seller Indemnified Tax”) and (vi) any costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, defense, assessment or assertion of any Seller Indemnified Tax (any amount described in (i), (ii), (iii), (iv), (v) or (iii) vi), a “Seller Indemnified Tax Loss”); provided that Seller shall have no liability for the payment of the definition of Tax, any Seller Indemnified Tax Loss (w) Tax of the Company attributable to or resulting from a breach of the provisions of any action described in ‎Section 8.01(a), including an election made by Buyer under Section 3.13 (x) Tax resulting from the application of Section 280G 338 of the Code or any comparable provision of Applicable Law with respect to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction the transactions contemplated by this Agreement, (x) for which Buyer is otherwise required to indemnify Seller under ‎Section 8.05(b), (y) to the extent that such Seller Indemnified Tax Loss is reflected in the calculation of the Company resulting from a termination Closing Working Capital or (z) in respect of ISS Foreign Loan Taxes (I) in excess of $ 2,000,000, or (II) for any Tax Sharing Agreement pursuant to Section 5.05(dyear beginning on or after January 1, 2020 (each of (w), (x), (y) and (z), a “Seller Indemnified Tax Loss Limitation”). (b) Buyer agrees that Seller is to have no liability for (i) any liabilitiesTax resulting from the breach of any covenant or agreement made or to be performed by Buyer contained in this ‎Article 8 or (ii) any Taxes of Buyer or any Transferred Entity for a Post-Closing Tax Period (other than any Taxes (y) described in ‎Section 8.05(a)(iii) through Section 8.05(a)(v), costsor (z) resulting from a misrepresentation or breach of a Post-Closing Tax Representation), and Buyer agrees to indemnify and hold harmless each Seller Tax Indemnified Party against any such Tax (together with any interest, penalty, addition to Tax or additional amount) (any Tax described in (i) or (ii), a “Buyer Indemnified Tax”), and (iii) any costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments ) arising out of or incident to the imposition, assessment or assertion of any Buyer Indemnified Tax (any amount described in (ui), (v), (w), (xii) or (yiii), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Buyer Indemnified Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt The amount of any indemnification payment made under this ‎Section 8.05 by Xx. Xxxxxx or Seller the party making an indemnification payment under ‎Section 8.05 (the “Tax Indemnifying Party”) shall be net of written notice from Buyer stating that any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, “Tax Savings” means, with respect to any event for which an indemnification payment is made under ‎Section 8.05, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that includes such Tax Indemnified Party) is actually reduced in, or prior to, the year the Indemnified Tax Loss has been is incurred by as a Buyer result of the Indemnified Person and Tax Loss or the amount thereof of Tax refund that is generated as a result of such Indemnified Tax Loss in, or prior to, the year the Indemnified Tax Loss is incurred, and of any related interest received from the indemnity applicable Taxing Authority in, or prior to, the year the Indemnified Tax Loss is incurred. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment requestedby the Tax Indemnifying Party, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against then such Tax Loss by paying Indemnified Party shall pay to Buyer an amount equal to the Tax Indemnifying Party the amount of such net Tax Loss. Notwithstanding Savings up the foregoingamount received by the Tax Indemnified Party, if Buyer provides Xx. Xxxxxx or Seller with written notice net of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid any expenses incurred by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, Indemnified Party in an aggregate amount equal to the amount of collecting such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03amount. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx MLIM Parent shall indemnify, defend, and Seller hereby, jointly hold harmless the BlackRock Indemnified Parties from and severally, indemnify each Buyer Indemnified Person against (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Periodwithout duplication), (v) any and all Taxes and Losses related to Taxes of or relating to the ownership, operation or conduct of MLIM Business Entities or the Assets for any Tax described in clause year or portion thereof ending on or prior to the MLIM Contribution, (w) any and all United Kingdom Taxes and Losses related to United Kingdom Taxes (i) for which a UK Company is secondarily liable as a result of having been a member of a group for any Tax purpose prior to Closing or (ii) arising as a result of the provision of non-cash benefits prior to Closing to employees, (x) any and all Taxes and Losses relating to Taxes arising out of (i) any breach of or any inaccuracy in any representation or warranty (without giving effect to any qualifiers or exceptions relating to knowledge, materiality or MLIM Material Adverse Effect) including the representations and warranties contained in Exhibit 3.20 or (ii) any breach of a covenant relating to Taxes made by MLIM Parent or any of its Affiliates, (y) any and all Taxes and Losses relating to Taxes of or relating to the MLIM Transferors, the MLIM Business Entities or the Assets that directly arise as a result of entering into this Agreement or Closing other than Transfer Taxes for which BlackRock is liable pursuant to Section 8.7, or (z) any failure on the part of MLIM Parent or any of its Affiliates to comply with the DCL recapture provisions set forth in Treasury Regulation Section 1.1503-2(g)(2)(vii) with respect to the DCLs of the UK Entities, provided that MLIM Parent shall have no liability under Section 8.1(a) in relation to any Taxes or Losses related to United Kingdom Taxes, in either case of the UK Companies, to the extent that such Taxes or Losses (i) were provided for in the Accounts of the UK Companies or were otherwise taken into account in determining the consideration payable for the MLIM Contribution, or (ii) arise as a result of post Closing changes in law (excluding, for the avoidance of doubt, any judicial decision), generally published concession or practice of any Governmental Authority having retrospective effect, or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement are penalties or to any payment made interest which arise as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements unreasonable delay or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied default by a fraction the numerator Black- 85 Table of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.Contents

Tax Indemnification. (a) Xx. Xxxxxx MLIM Parent shall indemnify, defend, and Seller hereby, jointly hold harmless the BlackRock Indemnified Parties from and severally, indemnify each Buyer Indemnified Person against (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Periodwithout duplication), (v) any and all Taxes and Losses related to Taxes of or relating to the ownership, operation or conduct of MLIM Business Entities or the Assets for any Tax described in clause year or portion thereof ending on or prior to the MLIM Contribution, (w) any and all United Kingdom Taxes and Losses related to United Kingdom Taxes (i) for which a UK Company is secondarily liable as a result of having been a member of a group for any Tax purpose prior to Closing or (ii) arising as a result of the provision of non-cash benefits prior to Closing to employees, (x) any and all Taxes and Losses relating to Taxes arising out of (i) any breach of or any inaccuracy in any representation or warranty (without giving effect to any qualifiers or exceptions relating to knowledge, materiality or MLIM Material Adverse Effect) including the representations and warranties contained in Exhibit 3.20 or (ii) any breach of a covenant relating to Taxes made by MLIM Parent or any of its Affiliates, (y) any and all Taxes and Losses relating to Taxes of or relating to the MLIM Transferors, the MLIM Business Entities or the Assets that directly arise as a result of entering into this Agreement or Closing other than Transfer Taxes for which BlackRock is liable pursuant to Section 8.7, or (z) any failure on the part of MLIM Parent or any of its Affiliates to comply with the DCL recapture provisions set forth in Treasury Regulation Section 1.1503-2(g)(2)(vii) with respect to the DCLs of the UK Entities, provided that MLIM Parent shall have no liability under Section 8.1(a) in relation to any Taxes or Losses related to United Kingdom Taxes, in either case of the UK Companies, to the extent that such Taxes or Losses (i) were provided for in the Accounts of the UK Companies or were otherwise taken into account in determining the consideration payable for the MLIM Contribution, or (ii) arise as a result of post Closing changes in law (excluding, for the avoidance of doubt, any judicial decision), generally published concession or practice of any Governmental Authority having retrospective effect, or (iii) are penalties or interest which arise as a result of any unreasonable delay or default by a Black- Table of Contents Rock Party or UK Company post Closing, or (iv) arise as a result of an act by a BlackRock Party or UK Company post Closing which the definition UK Company was not legally bound, as at Closing, to take, is outside the ordinary course of Taxits business, was not requested in writing by MLIM Parent and which the BlackRock Party or the UK Company knew or ought reasonably to have known would give rise to such Taxes or Losses and provided, further, that notwithstanding anything in this Agreement to the contrary, no payment shall be due with respect to any Taxes or Losses related to Taxes relating to DCLs existing at or prior to the MLIM Contribution until there has been a “determination” (w) Tax of within the Company resulting from a breach of the provisions meaning of Section 3.13 (x1313(a) Tax resulting from the application of Section 280G of the Code to or any payment made pursuant to this Agreement similar state, local or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (yforeign Tax provision) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident with respect to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005relevant Taxes. (b) For purposes In the event of this Section 9.03(aa breach of the covenant in section 5.10(f), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 indemnification payable to the entire Tax period multiplied by a fraction BlackRock Indemnified Parties shall not exceed the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed amount equal to the amount which would be payable if product of (i) the relevant Tax period ended loss or deduction recognized by MLIM Parent and its Affiliates as a result of any transaction or series of transactions occurring after the date hereof and on or prior to the MLIM Contribution resulting in a reduction in the aggregate adjusted tax basis of the 197 Intangibles and included the Closing Date(ii) 40%. (c) Not All amounts payable or to be paid under this Section 8.1 (the “Tax Indemnity Payments”) shall be paid in immediately available funds within five (5) Business Days after the later than 30 days after of (i) receipt by Xx. Xxxxxx or Seller of a written notice request from Buyer stating that any the party entitled to such Tax Loss has been incurred by a Buyer Indemnified Person Indemnity Payment and (ii) the day of payment of the amount thereof and that is the subject of the indemnity Tax Indemnity Payment by the party entitled to receive the Tax Indemnity Payment. Any late payments shall accrue interest at the Specified Rate. All indemnification payments pursuant to this Article VIII shall be made on an After-Tax Basis. “After-Tax Basis” shall mean, for purposes of this Agreement, the amount otherwise due under this Article VIII increased by such additional amount as necessary so that the aggregate payment, net of Tax liability to the party entitled to payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount is equal to the amount due under this Article VIII without taking into account Taxes incurred by the party entitled to payment on the receipt of such payment. For purposes of determining the Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller liability with written notice of a Tax Loss at least 30 days prior respect to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The indemnification payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations received under this Section 9.03Article VIII, the parties shall assume that the party entitled to payment’s combined effective Tax rate is 40%. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each hereby indemnifies the Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Parties against and agree agrees to hold each Buyer Indemnified Person of them harmless from any (ui) Pre-Closing Income Tax of any of the Company Purchased Subsidiaries, (ii) liability for the payment of any amount of the type described in clause ‎(i) as a result of any Purchased Subsidiary being or having been before the Closing a member of a Seller Group, (iiii) of the definition of Tax any Taxes arising from or related to a any breach of, or inaccuracy in, the Specified Tax Representations, (iv) Pre-Closing Non-Income Tax Periodof any of the Purchased Subsidiaries or the Business to the extent, and to the amount, not expressly accrued for on the Balance Sheet, (v) Tax described in clause (ii) any provincial sales taxes, interest or (iii) penalties assessed against Canadian Buyer due to Canadian Seller’s failure to provide a certificate under Section 6 of the definition of TaxRetail Sales Tax Act (Ontario), (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (zvi) any liabilities, costs, expenses (including, without limitation, including reasonable expenses of investigation and attorneys’ fees and expenses), lossesarising out of, damagesrelating to or incident to the imposition, assessmentsassessment or assertion of any Tax described in clauses ‎(i) – (v) above, settlements including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or judgments assertion of any such Tax (any amount described in clause ‎(i), ‎(ii), ‎(iii), (iv), (v) or (vi) above, a “Seller Indemnified Tax Loss”); provided, however, that Seller shall have no liability for the payment of any Seller Indemnified Tax Loss attributable to or resulting from a breach of Section 8.05. (b) Buyer hereby indemnifies the Seller Indemnified Parties against and agrees to hold each of them harmless from (i) any Taxes that the Seller Indemnified Parties may be liable for or incur, or become subject to, as a result of any Taxes imposed on a Purchased Subsidiary with respect to a Post-Closing Tax Period, other than Taxes with respect to which Seller is obligated to indemnify Buyer Indemnified Parties pursuant to ‎Section 8.07(a); (i) any breach of covenant or agreement in this ‎Article 8 made or to be performed by Buyer pursuant to this Agreement; (iii) any goods and services tax/harmonized sales tax, Quebec sales tax, penalties, interest and other amounts which may be assessed against the Canadian Seller as a result of the transfer of the Canadian Assets not being eligible for any Canadian Tax Election jointly executed by the Canadian Seller and the Canadian Buyer under Part IX of the Excise Tax Act (Canada) or an Act respecting the Quebec sales tax or as a result of the Canadian Buyer’s failure to file such elections within the prescribed time; and (iv) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Tax described in clause (ui), (v), (w), (x) or (y), (the sum of (v), (w), (x), (yii) and (z) being referred iii), including those incurred in the contest in good faith in appropriate proceedings relating to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment imposition, assessment or assertion of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a)such Tax, in the each case incurred or suffered by Seller or any of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Dateits Affiliates. (c) Not later The provisions of ‎Section 11.07 (other than 30 days after receipt by Xx‎Section 11.07(c)), shall apply, mutatis mutandis in respect of any indemnification payment under this ‎Section 8.07. Xxxxxx Any breach or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person inaccuracy, and the amount thereof and calculation of the indemnity payment requestedDamages related thereto, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations item subject to indemnification under this Section 9.03Article 8 should be determined without regard to any qualification contained therein relating to “Material Adverse Effect” or “materiality.” (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of If any claim, or the commencement of any suitdemand, action audit, investigation or proceeding with respect to Taxes in respect of which indemnity may be sought hereunder pursuant to either (i) this ‎Section 8.07 or (i) ‎Section 11.02 as an Excluded Liability, or for breach or inaccuracy of a representation, warranty (including the Tax Representations) or covenant contained in this ‎Article 8 (any such claim or demand, a “Tax Claim”) is asserted or commenced against the party which Buyer deems would be entitled to seek such indemnification (the “Potential Indemnified Party”) or any of its Affiliates, the Potential Indemnified Party shall notify the party from which such indemnification would be sought (the “Potential Indemnifying Party”) of such Tax Claim in writing within the ambit ten days of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer receipt of such claim, demand, audit, investigation or proceeding and shall give Xx. Xxxxxx and Seller the Potential Indemnifying Party such information with respect thereto as either or them the Potential Indemnifying Party may reasonably request; provided, that the failure of the Potential Indemnified Party to give notice as provided in this ‎Section 8.07(d) shall not relieve any Potential Indemnifying Party of its obligations under ‎Section 8.07, except to the extent that such failure adversely prejudices the rights of any such Potential Indemnifying Party. Each of Xx. Xxxxxx and Seller mayThe Potential Indemnifying Party may discharge, at his any time, its indemnification obligation with respect to any Tax Claim by paying to the Potential Indemnified Party the amount payable pursuant to this ‎Section 8.07 or ‎Section 11.02, as the case may be, calculated on the date of such payment. The Potential Indemnifying Party shall have the right, at its own expense, to participate in and, upon notice to the Potential Indemnified Party, to assume the defense of any claim, suit, action, litigation or proceeding (including any Tax audit) relating to a Tax Claim (a “Tax Controversy”), and the Potential Indemnifying Party shall not have any indemnification obligations with respect to any payment in respect of any Taxes arising out of a Tax Controversy with a Taxing Authority as to which it was not afforded such right. If the Potential Indemnifying Party assumes such defense, the Potential Indemnifying Party shall have the sole discretion as to the conduct of such defense and the Potential Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Potential Indemnifying Party. Whether or not the Potential Indemnifying Party chooses to defend or prosecute any Tax Claim, all of such suit, action the parties hereto shall cooperate and shall cause their Affiliates to cooperate in the defense or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement prosecution thereof) shall be in Buyer’s sole discretion. (e) Any claim The Potential Indemnifying Party shall not be liable in respect of any Buyer Indemnified Person Tax Claim under this Section 9.03 ‎Section 8.07 or ‎Section 11.02, as the case may be be, for any Tax (i) the payment of which was made without the Potential Indemnifying Party’s prior written consent, unless the Potential Indemnified Party has complied with the provisions set forth in ‎Section 8.07(d) and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days a Final Determination of the date on amount of Tax has been made, (i) resulting from a settlement effected without the consent of the Potential Indemnifying Party, or (i) resulting from any Tax Controversy with respect to which the need to choose Potential Indemnified Party has not complied with the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the otherprovisions set forth in ‎Section 8.07(d).

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person harmless from any (u) Tax of the Company described in clause (i) of If the definition of Tax related Closing occurs, Dover shall be liable for and shall indemnify and hold harmless the Buyer Indemnified Parties from and against all Losses attributable to a Pre-(A) Taxes imposed on the Acquired Companies or for which the Acquired Companies are liable for any taxable year or period that ends on or before the Closing Tax PeriodDate and, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code with respect to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), 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 DateStraddle Period, the portion of such Tax related to the portion of such Tax period Straddle Period ending on and including the Closing Date, (B) Taxes imposed on any of the Acquired Companies pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state or local Law solely as a result of such Acquired Company having been a member at any time on or before the Closing Date of a 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 not be liable for or pay, and shall not indemnify the Buyer Indemnified Parties from and against, any Losses attributable to (x) any Taxes to the extent of the amount taken into account in the case determination of Closing Date Working Capital, (y) any Taxes imposed on the Acquired Companies or any other Buyer Indemnified Parties, or for which any of them is otherwise liable, (exclusive of any Taxes for which the Acquired Companies are liable pursuant to clause (B)), that are either Section 338(h)(10) Taxes or any other than gross receiptsTaxes that result from any actual or deemed election, sales or use Taxes and Taxes based upon from Buyer, any Affiliate of Buyer, or related to incomeany of the Acquired Companies engaging in any activity or transaction not contemplated by this Agreement, be deemed in either case that would cause the transactions contemplated by this Agreement to be treated for Tax purposes as a purchase or sale of assets of any of the amount Acquired Companies that are treated as corporations for applicable income Tax purposes and (z) any Taxes imposed on any of the 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 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 Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period 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 activities. (ii) Buyer shall be liable for and shall indemnify and hold harmless the Dover Indemnified Parties from and against all Losses attributable to (A) Taxes imposed on any of the Acquired Companies or for which the Acquired Companies are liable for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, (B) Excluded Taxes and (C) any Taxes imposed on the Dover Indemnified Parties (for the avoidance of doubt, excluding the Acquired Companies), or for which any of them is liable, that are either Section 338(h)(10) Taxes or any other Taxes as a result of 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 Agreement, in either case that would cause the transactions contemplated by this Agreement to 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; provided, that the Taxes subject to indemnification pursuant to this clause (C) shall be reduced by the amount of Taxes that would have been incurred by the Dover Indemnified Parties (for the avoidance of doubt, excluding the Acquired Companies) had the acquisition of the relevant Acquired Company been treated instead as a purchase and sale of the equity interests in such Acquired Company for the relevant Tax purposes. (iii) For purposes of Sections 5.1(a)(i), 5.1(a)(ii) and 5.1(b), whenever it is necessary to determine the Liability for Taxes of an Acquired Company (or any refund or credit) for the portion of a Straddle Period that ends on or before the Closing Date, and the portion of a Straddle Period that begins after the Closing Date, the determination shall be made by assuming that such Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the denominator other which began at the beginning of which is the number day following the Closing Date, and items of days income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the relevant Acquired Company were closed at the close of the Closing Date; provided, however, that (A) transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing and that are not in the entire Tax periodOrdinary Course of Business shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, and (yB) exemptions, allowances or deductions that are calculated on an annual basis, such as property Taxes, depreciation deductions, tax brackets and exemption amounts, shall be apportioned between such two (2) taxable years or periods on a daily basis. Any estimated Tax payments made on or before the Closing Date with respect to a Straddle Period in excess of the Liability for the related Taxes for the portion of the Straddle Period that ends at the close of the Closing Date and which are not taken into account as an asset in the case determination of any Tax based upon or related Closing Date Working Capital, shall be treated as a refund to income and any gross receipts, sales or use Tax, be deemed equal which Dover is entitled pursuant to the amount which would be payable if the relevant Tax period ended on and included the Closing DateSection 5.1(a)(i). (civ) Not later than 30 days after receipt by Xx. Xxxxxx Notwithstanding anything to the contrary in this Agreement, Dover and Buyer agree that Dover makes no representation or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person warranty, and the amount thereof and of the indemnity payment requestedprovides no other assurance or indemnification, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal with respect to the amount of such any Tax Loss. Notwithstanding Attributes of any of the foregoingAcquired Companies or the Acquired Assets, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior respect to the date availability on which and after the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person Closing Date of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller Attributes of any Tax Loss of the Acquired Companies or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretionAcquired Assets. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (ai) Xx. Xxxxxx To the extent in excess of $15,000,000 and subject to Section 5.9(g)(iii), Seller herebyshall indemnify Purchaser, jointly the Company and severallyeach Company Subsidiary from and against (A) any Taxes for any Pre-Closing Tax Period resulting from, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shallarising out of, following the Closing, include the Companies) against and agree relating to hold each Buyer Indemnified Person harmless from or caused by any (u) Tax Liability or obligation of the Company described 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 (4) otherwise, (B) any Taxes (other than United States federal, state or local Taxes) and any Losses in clause (i) respect of such Taxes imposed on the Company or any Company Subsidiary as a result of the definition failure of Tax related any member of the Seller 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), (C) any breach of any representation or warranty contained in Section 3.7 (Tax Matters) or any covenant in this Section 5.9, (D) any Taxes and any Losses relating to such Taxes imposed on the Company or any Company Subsidiary for any Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (zE) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation Taxes and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident any Losses attributable to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax periodLoan Repayment Amount, and (yF) in the case of any Tax based upon or related to income Taxes and any gross receipts, sales or use Tax, be deemed equal Losses attributable to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. (c) Not later than 30 days after receipt by XxRestructuring Transactions. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their its obligation to indemnify the Buyer Indemnified Person Purchaser against such Pre-Closing Tax Loss Period Tax by paying to Buyer Purchaser an amount equal to the amount of such Tax Lossor Loss relating to such Tax. Notwithstanding 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 foregoing, if Buyer provides Xx. Xxxxxx amount of any Losses in respect of the failure of any such representation or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required warranty to be true and correct as of any particular date, any materiality standard applying to or contained in such representation or warranty shall be disregarded. (ii) Purchaser shall indemnify Seller from and against (A) any Taxes and any Losses relating to such Taxes paid by Seller or any Buyer Indemnified PersonAffiliate of Seller (other than the Company or a Company Subsidiary) imposed on Purchaser, within that 30the Company, any Company Subsidiary or any Affiliate of Purchaser for any Post-day period XxClosing Tax Period and (B) any breach of any covenant in this Section 5.9 by Purchaser or any of its Affiliates. Xxxxxx and Seller Purchaser shall discharge their its obligation to indemnify the Buyer Indemnified Person Seller against such Post-Closing Tax Loss Period Tax by making payments paying to the relevant Taxing Authority or Buyer, as directed by Buyer, in Seller an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03Tax. (diii) Buyer agrees Notwithstanding Section 5.9(g)(i), Seller's indemnity shall not apply to give prompt notice to Xx. Xxxxxx and Seller of any Tax or Loss attributable to the adverse treatment of a timing item in any Pre-Closing Tax Period. For this purpose, a "timing item" is any item of deduction, loss or credit to the assertion extent the adverse tax treatment of any claimsuch item in a Pre-Closing Tax Period may give rise to an equivalent amount of deduction, loss, or credit, as the commencement case may be, in any Post-Closing Tax Period. For purposes of any suitillustration, action or proceeding and without limiting the foregoing, the capitalization of an amount that had been deducted in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as a Pre-Closing Tax Period is a timing item to the ultimate conduct of extent that the amount capitalized could result in depreciation or amortization deductions in a Post-Closing Tax Period, without regard to whether such action, suit depreciation or proceeding (including the settlement thereof) shall be amortization deductions actually result in Buyer’s sole discretiona reduction in Tax. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Softbank Holdings agrees to indemnify and Seller herebyhold harmless CustomerONE Holding and its affiliates (including, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include the Companies) against successors to any SSG Companies and agree to hold each Buyer Indemnified Person harmless from any (u) Tax all of the Company described SSG Companies), and in clause (i) of each such case their respective directors, officers, employees and agents, from and against any and all Indemnifiable Losses resulting from, arising out of, based on or relating to the definition of Tax related to a SSG Companies' Total Pre-Closing Date Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) Liability if and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (extent that such liability exceeds the sum of (v)i) all amounts actually paid by any Person (including amounts actually paid by any of the SSG Companies before the Closing, but excluding any amounts paid by CustomerONE Holding, its affiliates, the successors to any SSG Companies and any of the SSG Companies after the Closing) on behalf of any of the SSG Companies to the Internal Revenue Service or to any other tax collecting agency or authority, with respect to the SSG Companies' Total Pre-Closing Date Tax Liability, (w), (x), (yii) the amount of the provision for current Taxes reflected on the Post-Closing Statement and (ziii) being referred to herein the amount of any liability reflected on the Post-Closing Statement as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability reserve for the payment of any ad valorem real property future tax in respect of the Land in respect of any period beginning after December 31, 2005disputes. (b) For purposes of this Section 9.03(aSoftbank Holdings agrees to indemnify and hold harmless CustomerONE Holding and its affiliates (including, after the Closing, the successors to any SSG Companies and all other SSG Companies), and in the each such case their respective directors, officers, employees and agents, from and against any and all Indemnifiable Losses resulting from, arising out of, based on or relating to any and all sales, use or other similar Taxes required to be collected in respect of any Taxes that are imposed Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by any of the SSG Companies in respect of the Contract pursuant to their reliance on an applicable exemption from such Tax, (ii) such exemption from Tax is dependent upon receipt by any of the SSG Companies of a periodic basis properly executed Exemption Certificate and are payable for a Tax period that includes (but does not end oniii) within 12 months of the Closing Date, CustomerONE Holding or the portion of such Tax related successor to the portion SSG Companies, as applicable, has notified Softbank Holdings that the applicable Exemption Certificate neither is in any of the SSG Companies' nor such Tax period ending on and including successor's existing records or files nor obtainable from the Closing Date shall (x) in particular customer following reasonable commercial efforts of CustomerONE Holding or 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal successor to the amount which would be payable if SSG Companies, to obtain such Exemption Certificate from the relevant Tax period ended on and included the Closing Datecustomer. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person Except as otherwise set forth in this Section 8.4, CustomerONE Holding and the amount thereof successors to any SSG Companies shall indemnify and hold harmless Softbank Holdings and its affiliates and their directors, officers, employees and agents from and against any and all Indemnifiable Losses resulting from, arising out of, based on or relating to, Taxes with respect to the successors to any SSG Companies or any of the indemnity payment requested, Xx. Xxxxxx SSG Companies for any taxable period beginning after the Closing Date and Seller shall discharge their obligation to indemnify for the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person portion of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03taxable period beginning before the Closing Date that falls after the Closing Date. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, Sellers hereby jointly and severally, severally indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Indemnitee against and agree agrees to hold each Buyer Indemnified Person Indemnitee harmless from any (u) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 12.02 or any of Section 12.03(a), 12.03(b) or 12.03(e), (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination any reduction or disallowance of any Tax Sharing Agreement pursuant to Section 5.05(d) Benefit item that is reflected in the Tax Benefit Item Schedule, and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x), (y) or (yz), (the sum each of (u), (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”"TAX LOSS"); provided that neither Xx. Xxxxxx nor Seller in the case of a Tax Loss attributable to any Tax, Sellers shall have any no liability for the payment of such Tax Loss to the extent that such Tax Loss is set forth in the Tax Liability Item Schedule. The calculation of any ad valorem real property tax Tax Loss described in this Section 12.06(a) that is subject to indemnification hereunder shall (A) be made on a hypothetical basis without taking into account (x) the Tax effect of any act, event or occurrence described in clause (ii) of the adjustments to the definition of "Closing Working Capital" or (y) any carryback of any Tax Asset from a Post-Closing Tax Period and (B) shall be reduced to the extent that the payment of such Tax Loss to the relevant Taxing Authority gives rise to a deduction, credit or similar Tax benefit in the taxable year in which such payment is made that actually reduces Taxes that would otherwise have been payable by any Buyer Indemnitee in respect of the Land in respect of any period beginning after December 31, 2005such taxable year. (b) For purposes of this Section 9.03(a)12.06, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company. (c) Not later than 30 five (5) days after receipt by Xx. Xxxxxx or Seller Sellers of written notice from Buyer Parent stating that any Tax Loss has been incurred by a Buyer Indemnified Person Indemnitee and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller Sellers shall discharge their obligation to indemnify the Buyer Indemnified Person Indemnitee against such Tax Loss by paying to Buyer Parent an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer Parent provides Xx. Xxxxxx or Seller Sellers with written notice of the accrual of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified PersonIndemnitee, within that 30-day period Xx. Xxxxxx and Seller Sellers shall discharge their obligation to indemnify the Buyer Indemnified Person Indemnitee against such Tax Loss by making payments to the relevant Taxing Authority or BuyerParent, as directed by BuyerParent, in an aggregate amount equal to the amount of such Tax Loss. If Sellers elect, pursuant to Section 12.05(b), to assume the defense of any claim, audit, action or proceeding with respect to any Tax Loss, Sellers may, in lieu of making an advance payment in the manner described in the preceding sentence, make a deposit or similar payment to the relevant Tax Authority in order to toll the accrual of interest in respect of such Tax Loss while such claim, audit, action or proceeding is being contested. The payment by a Buyer Indemnified Person Indemnitee of any Tax Loss shall not relieve Xx. Xxxxxx or Seller Sellers of their obligations under this Section 9.0312.06. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person Indemnitee (other than Parent) under this Section 9.03 may be made and enforced by Buyer Parent on behalf of such Buyer Indemnified PersonIndemnitee. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify hereby indemnifies each Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) Indemnitee against and agree agrees to hold each Buyer Indemnified Person Indemnitee harmless from any (ut) Tax of the Company or any Subsidiary described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period, (vu) Tax described in clause (ii) or (iii) of the definition of Tax, (wv) Tax of the Company or any Subsidiary resulting from a breach of the provisions of Section 3.13 8.02 or Section 8.03, (w) Tax related or attributable to the assets purchased in the Puerto Rico Business, (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement338 Tax, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant arising out of or related to the Restructuring contemplated by Section 5.05(d) 2.02, and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ ' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (t), (u), (v), (w), (x) or (y), and any liability as transferee for which Taxes (the sum of (t), (u), (v), (w), (x), (y) ), and (z) being referred to herein as a “Tax "Loss”"); provided that neither Xx. Xxxxxx nor PROVIDED Seller shall have any no liability for the payment of any ad valorem real property tax Loss to the extent that such Loss is reflected as a Tax liability in computing Closing Stockholder's Equity and PROVIDED FURTHER that Seller shall not be liable in respect of Other Taxes described in (t), (u) and (v) attributable to any Pre-Closing Tax Period commencing on or after January 1, 1999, but excluding any Transfer Taxes described in Section 8.03(e) ("1999 OTHER TAXES"). Buyer hereby indemnifies Seller against and agrees to hold Seller harmless from any Federal Tax or Other Income Tax imposed for a Post-Closing Tax Period on the Land in respect Company, its Subsidiaries or any Affiliate of any period beginning after December 31, 2005the Buyer (hereinafter a "POST-CLOSING TAX"). (b) If an indemnification obligation under this 8.07 or Article 11 arises in respect of an adjustment which makes allowable to any Indemnified Party any deduction, amortization, exclusion from income or other allowance (a "TAX BENEFIT") which would not, but for such adjustment, be allowable, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the actual Tax saving produced by such Tax Benefit at the time such Tax saving is realized by the Indemnified Party. The amount of any such Tax saving for a Taxable period shall be the amount of the reduction in Taxes payable to a Taxing Authority with respect to such Tax period as compared to the Taxes that would have been payable to a Taxing Authority by the Indemnified Party in the absence of such Tax Benefit, taking into account the effect, if any, of the receipt of the indemnity payment on the MADSP. (c) For purposes of this Section 9.03(a)Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, Tax be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and the Subsidiaries. In the case of an interest in an entity that is fiscally transparent for Tax purposes, items shall be deemed to flow through on a daily basis rather than at the close of the entity's Tax year. (cd) Not later than 30 days after receipt Upon payment by Xx. Xxxxxx or Seller any Buyer Indemnitee of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requestedLoss, Xx. Xxxxxx and Seller shall discharge their its obligation to indemnify the Buyer Indemnified Person Indemnitee against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing; PROVIDED, HOWEVER, that if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified PersonIndemnitee, within Seller shall, if and to the extent that 30-day period Xx. Xxxxxx and Seller shall it is liable therefore hereunder, discharge their its obligation to indemnify the Buyer Indemnified Person Indemnitee against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in paying an aggregate amount equal to the amount of such Tax LossLoss to the relevant Taxing Authority. Any payment required to be made under this Section 8.07 shall be made not later than 30 days after receipt by Seller of written notice from Buyer in accordance with the foregoing proviso or stating that any Loss has been incurred by a Buyer Indemnitee and the amount thereof and of the indemnity payment requested. The payment by a Buyer Indemnified Person Indemnitee of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations its obligation under this Section 9.038.07. (de) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 8.07 (specifying with reasonable particularity the basis therefor). Buyer shall ) and will give Xx. Xxxxxx and Seller such information with respect thereto as either or them Seller may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, (i) participate in and (ii) except in the case of claims that relate to Taxes described in Section 8.07(c), upon notice to Buyer, assume the defense of any such suit, action or proceedingproceeding (including any Tax audit); PROVIDED that (i) Seller shall thereafter consult with Buyer upon Buyer's reasonable request for such consultation from time to time with respect to such suit, it being understood that all determinations as to the ultimate conduct of such action, suit action or proceeding (including any Tax audit) and (ii) Seller shall not, without Buyer's consent, agree to any settlement with respect to any Tax if such settlement could adversely affect the settlement Tax liability of Buyer, any of its Affiliates or, upon the Closing, the Company or any Subsidiary. If Seller assumes such defense, (i) Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller and (ii) Seller shall not assert that the Loss, or any portion thereof) , with respect to which Buyer seeks indemnification is not within the ambit of this Section 8.07. If Seller elects not to assume such defense, Buyer may pay, compromise or contest the Tax at issue. Seller shall be liable for the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense thereof. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in Buyer’s sole discretionthe defense or prosecution thereof. (ef) Seller shall not be liable under this Section 8.07 with respect to any Tax resulting from a claim or demand the defense of which Seller was not offered the opportunity to assume as provided under Section 8.07(e) to the extent Seller's liability under this Section is materially adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Seller of any liability hereunder. (g) Any claim of any Buyer Indemnified Person Indemnitee (other than Buyer) under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified PersonIndemnitee. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Notwithstanding any provision to the contrary in Article XI hereof, from and Seller hereby, jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shall, following after the Closing, include the Companies) against Indemnifying Seller (as defined in Article XI), shall indemnify and agree to hold each Buyer Indemnified Person harmless from any (u) Tax members of the Company described in clause Group, the Purchaser, its Affiliates, any of its respective successors or assigns and their respective directors, officers or employees (ieach a “Tax Indemnitee”) from and against (x) any liability for Taxes arising out of or resulting from or relating to (1) audits and examinations disclosed on Section 5.27(b) of the definition Company Disclosure Letter, (2) the repurchase and termination of the HEC Call Options as described in Section 7.9 or (3) audits and examinations of the Transaction Expenses or any Tax related refunds payable to the Sellers under Section 8.4(k), but only to the extent of payments made by the Purchaser to the Sellers with respect to Transaction Expenses or any Tax refunds under Section 8.4(k), and (y) without duplication for any costs and expenses the Indemnifying Seller is required to pay under Section 8.4(j)(ii)(B), any fees and expenses incurred by the Company Group with respect to the matters described in item (x) above (for the avoidance of doubt, excluding the fees and expenses of the Tax Indemnitee with respect to exercising its participation rights under Section 8.4(j)(ii)(A)), but only to the extent such liability and expenses relate to a Pre-Closing Tax Period, Period (v) Tax described in clause (ii) or (iii) of the definition of Tax, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as each a “Tax LossLiability”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for For the payment avoidance of any ad valorem real property tax doubt, the indemnity described in respect of the Land in respect of any period beginning after December 31, 2005. (b) For purposes of this Section 9.03(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does 8.4(i) shall not end on) the Closing Date, the portion of such Tax related be subject to the portion of such Tax period ending on and including the Closing Date shall (x) 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 entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any 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 Closing Date. (c) Not later than 30 days after receipt by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days prior to the date on which the relevant Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss Purchaser Per Claim Threshold or the assertion of any claim, Purchaser Deductible or the commencement of any suit, action or proceeding Cap (each as defined in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor11.3(a). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion). (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. (a) Xx. Xxxxxx Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Seller herebyand Intermediate Holdco shall (without duplication with respect to any other payment made pursuant to this Agreement), jointly and severally, indemnify each Buyer Indemnified Person (which term for purposes of this Agreement shallPurchaser and its Affiliates against, following the Closing, include the Companies) against and agree to hold each Buyer Indemnified Person them harmless from any (u) Tax of the Company described in clause from: (i) all Taxes of any Company, or imposed with respect to any of the definition of Tax related to a Transferred Assets, for any Pre-Closing Tax Period; (ii) all Taxes of any Company, or imposed with respect to any of the Transferred Assets, resulting from any breach of any covenant or agreement relating to Taxes made or to be performed by Seller, Intermediate Holdco or any of their respective Affiliates (including the Companies solely with respect to periods prior to the Closing); (iii) all Taxes of any Person other than any Company for which any Company becomes liable as a result of being or having been at any time before Closing, part of any consolidated, combined, affiliated, aggregated, unitary or similar group; (iv) any Taxes of any Person other than any Company for which any Company becomes liable as a transferee or successor, by contract or by operation of law, to the extent relating to a contract or other transaction entered into prior to the Closing; (v) Tax all Transfer Taxes borne by Seller in accordance with Section 5.08; (vi) all Taxes of any Company, or imposed with respect to any of the Transferred Assets, resulting from the Pre-Closing Reorganization, other than Transfer Taxes described in clause Section 5.08; and (iivii) any reasonable and documented third-party fees, costs and expenses resulting from the items described in clauses (i) through (vi) above; provided that notwithstanding anything to the contrary in this Agreement, Seller and Intermediate Holdco shall not be liable under this Section 8.03 for any Taxes (or third-party fees, costs and expenses resulting from such Taxes) to the extent any such Taxes (or fees, costs and expenses) (1) are described in Section 8.03(b)(ii)-(iv) or (iii2) result from any action taken or omitted to be taken by Purchaser or any of its Affiliates (including, after the definition Closing Date, the Companies) other than in accordance with the terms of Taxthis Agreement; provided further, (w) Tax of the Company resulting from a breach of the provisions of Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made that Seller’s and Intermediate Holdco’s indemnity obligation pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated Section 8.03 shall be reduced by this Agreement, (y) Tax of the Company resulting from a termination amount of any refunds or credits of Taxes with respect to Pre-Closing Tax Sharing Agreement pursuant to Section 5.05(d) and Periods (z) net of any liabilitiescosts or expenses, including Tax costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident incurred by Purchaser with respect thereto) to the impositionextent received after the Closing Date by Purchaser or any of its Affiliates (including any Company) required to be, assessment or assertion of any Tax described and not, remitted to Seller in accordance with Section 5.07(c) (u), (v), (w), (xRefunds and Credits) or (y), (prior to the sum of (v), (w), (x), (y) date on which Seller and (z) being referred Intermediate Holdco is required to herein as a “Tax Loss”)make the applicable indemnity payment hereunder; provided further that neither Xx. Xxxxxx nor Seller Purchaser shall thereafter have any liability for no obligation to make the payment of any ad valorem real property tax set forth in Section 5.07(c) (Refunds and Credits) in respect of the Land in respect of any period beginning after December 31, 2005such set-off amount. (b) For purposes Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify Seller, Intermediate Holdco and their respective Affiliates against, and hold them harmless from: (i) all Taxes of any Company, or imposed with respect to any of the Transferred Assets, for any Post-Closing Tax Period; (ii) all Taxes of any Company, or imposed with respect to any of the Transferred Assets, resulting from any breach of any covenant or agreement relating to Taxes made or to be performed by Purchaser or any of its Affiliates (including the Companies solely with respect to periods following the Closing); (iii) all Transfer Taxes borne by Purchaser in accordance with Section 5.08; and (iv) any reasonable and documented third-party fees, costs and expenses resulting from the items described in clauses (i) and (iii) above; provided that notwithstanding anything to the contrary in this Agreement, Purchaser shall not be liable under this Section 9.03(a8.03 for any Taxes (or third-party fees, costs and expenses resulting from such Taxes) to the extent any such Taxes (or fees, costs and expenses) are described in Section 8.03(a), in . (c) In the case of any Straddle Period: (i) Taxes that are imposed on a periodic basis (such as, solely by way of example, real, personal and are payable intangible property taxes) for a any Pre-Closing Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related Period shall be equal to the portion of such Tax period ending on and including the Closing Date shall (x) 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 Taxes for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax period ending on and including the Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period; (ii) Taxes (other than Taxes described in clause (i) above) for any Pre-Closing Tax period, Period shall be computed (x) as if such taxable period ended as of the close of business on the Closing Date and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal such Taxes attributable to the amount which would be payable ownership of any Equity Interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable applicable Law), as if the relevant Tax taxable period of that entity ended as of the close of business on and included the Closing Date; and (iii) Overpayments of estimated Taxes of a Company by Seller, Intermediate Holdco or their respective Affiliates with respect to the pre-closing portion of any Straddle Period and Taxes paid by Seller, Intermediate Holdco or their respective Affiliates with respect to a Company before the Closing Date that relate to a post-closing portion of a Straddle Period shall, to the extent they actually offset Taxes that Purchaser would otherwise be liable for under this Section 8.03, be promptly refunded by Purchaser to Seller or Intermediate Holdco and in any case, within five Business Days from the filing of any Straddle Period Tax Return. Section 5.07(c) (Refunds and Credits), rather than this Section 8.03(c)(iii), shall control in respect of any Tax refunds or credits arising from payments of Taxes by Seller or Intermediate Holdco for any Straddle Period. (cd) Not later than Any indemnity obligation for Taxes pursuant to this Section 8.03 shall be paid within 30 days Business Days after receipt by Xx. Xxxxxx Purchaser, Seller or Seller of Intermediate Holdco, as applicable, makes written notice from Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Person demand upon the other party claiming it is entitled to indemnification under this Section 8.03 and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller indemnifying party shall discharge their obligation make commercially reasonable efforts to indemnify the Buyer Indemnified Person against pay such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if Buyer provides Xx. Xxxxxx or Seller with written notice of a Tax Loss at least 30 days amounts prior to the date on which the relevant Tax Loss is Taxes are required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations under this Section 9.03Authority. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.

Tax Indemnification. Notwithstanding the indemnification obligations set forth in Section 11 hereof: (ai) Xx. Xxxxxx and Seller hereby, jointly and severally, indemnify each hereby indemnifies Buyer Indemnified Person (which term for purposes of this Agreement shall, following the Closing, include the Companies) against and agree agrees to hold each Buyer Indemnified Person it harmless from any Taxes (utogether with any costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys' fees and expenses, arising out of or incident to the assessment of such Taxes, all referred to herein as a "Tax Loss" or "Tax Losses") (A) Tax of any of the Company described in clause (i) of the definition of Tax related Constituent Companies attributable to a Pre-Closing Tax Period, (vB) attributable to the Section 338(h)(10) Elections, (C) assessed against any Constituent Company by reason of its having been a member of the Seller Group or any other affiliated group of corporations filing a consolidated Return which included such Constituent Company during a Pre-Closing Tax described in clause Period, and (D) attributable to a breach by Seller of its obligations under this Section 12. (ii) or Buyer hereby indemnifies Seller against and agrees to hold it harmless from (iiiA) any Tax Losses of any of the definition Constituent Companies attributable to a Post-Closing Tax Period, and (B) any material increase in Taxes for a Pre-Closing Tax Period that is attributable to a written administrative ruling or similar statement of Taxposition sought after the Closing by the Buyer, any of its affiliates (w) Tax including any of the Company resulting Constituent Companies), or any controlled transferee of Buyer or any of its affiliates from the Taxing Authorities in the states set forth in Schedule 12(b) hereto with respect to state unemployment Tax rates or intercompany allocations or charges, and (C) any Tax Losses attributable to a breach by Buyer of the provisions of its obligations under this Section 3.13 (x) Tax resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (y) Tax of the Company resulting from a termination of any Tax Sharing Agreement pursuant to Section 5.05(d) and (z) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (u), (v), (w), (x) or (y), (the sum of (v), (w), (x), (y) and (z) being referred to herein as a “Tax Loss”); provided that neither Xx. Xxxxxx nor Seller shall have any liability for the payment of any ad valorem real property tax in respect of the Land in respect of any period beginning after December 31, 200512. (biii) For purposes of this Section 9.03(a)12, in the case of any Taxes that are imposed on a periodic basis and are payable for a an Overlap Tax period that includes (but does not end on) the Closing DatePeriod, the portion of such Tax Taxes related to the portion of such Pre-Closing Tax period ending on and including Period or the Post-Closing Date Tax Period, as the case may be, shall (x1) 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 entire Tax Taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the Pre-Closing Tax period ending on and including the Period or Post-Closing Date Tax Period, as applicable, and the denominator of which is the number of days in the entire Tax Taxable period, and (y2) in the case of any Tax based upon or related to income and any gross receipts, sales or use Taxincome, be deemed equal to the amount which would be payable if (A) in the case of a Pre-Closing Tax Period, the relevant Tax Taxable period ended on and included the Closing Date, and (B) in the case of a Post-Closing Tax Period, the relevant Taxable period began the next day after the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Constituent Companies. For purposes of this Section 12(b)(iii), Employment Taxes shall be treated as Taxes based upon or related to income. (civ) Not later than 30 days after receipt If a claim shall be made by Xx. Xxxxxx or Seller of written notice from Buyer stating that any Taxing Authority (a "Tax Loss has been incurred by a Buyer Indemnified Person and the amount thereof and of the indemnity payment requested, Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by paying to Buyer an amount equal to the amount of such Tax Loss. Notwithstanding the foregoingClaim") that, if Buyer provides Xx. Xxxxxx or Seller with written notice successful, would result in the indemnification of a party (the "Tax Loss at least 30 days prior to Indemnified Party") under this Section, the date on which Tax Indemnified Party shall promptly notify the relevant party (the "Tax Loss is required to be paid by any Buyer Indemnified Person, within that 30-day period Xx. Xxxxxx and Seller shall discharge their obligation to indemnify the Buyer Indemnified Person against such Tax Loss by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Tax Loss. The payment by a Buyer Indemnified Person of any Tax Loss shall not relieve Xx. Xxxxxx or Seller of their obligations Indemnifying Party") obligated under this Section 9.03. (d) Buyer agrees to give prompt notice to Xx. Xxxxxx and Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 9.03 (specifying with reasonable particularity the basis therefor). Buyer shall give Xx. Xxxxxx and Seller such information with respect thereto as either or them may reasonably request. Each of Xx. Xxxxxx and Seller may, at his or its own expense, participate in the defense of such suit, action or proceeding, it being understood that all determinations as to the ultimate conduct of such action, suit or proceeding (including the settlement thereof) shall be in Buyer’s sole discretion. (e) Any claim of any Buyer Indemnified Person under this Section 9.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Person. (f) Disputes arising under Section 9.03 and not resolved by mutual agreement within 30 days shall be resolved by the Settlement Accountants within five days of the date on which the need to choose the Settlement Accountants arises. The Settlement Accountants shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Settlement Accountants shall be borne equally by Buyer on the one hand and Xx. Xxxxxx and Seller on the other.to