Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably).

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold them harmless from and against (a) any loss , damage , liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys' fees and the cost of enforcing any right to indemnification under this Agreement, "Losses") attributable to any breach of or inaccuracy in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurredrepresentation or warranty made in Section 3.18; (b) any Loss attributable to any breach or violation of, or suffered by failure to fully perform, any covenant, agreement, undertaking, or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of obligation in ARTICLE VI; (ic) any liability for all Taxes of the Company or with respect relating to the assets or activities business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502--6 or any comparable provisions of foreign, state, or local Law; and (e) any and all Taxes of any Person imposed on the Company arising under tl1e principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out­ of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.04 within ten business days after payment of such Taxes by Buyer or the Company. For purposes of this Agreement, a "Pre -Closing Tax Period" means any taxable year or period that ends ending on or before the Closing Date and, with respect to any Straddle Periodtaxable period beginning before and ending after the Closing Date, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax taxable period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the Buyers extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any and all losses incurred by Purchased Financing Contract during the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against 12 months following the Buyers, directly or indirectly, to the extent relating to or arising out of Closing Date if (i) any liability for Taxes such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Company Financing Contract pursuant to (x) Purchaser's or with respect to the assets applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or activities of the Company applicable Assigning Subsidiary's reliance on such exemption for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless and (ii) such elections exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or determinations for Tax periods ending any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to the extent such Damage arises out of a change in law after the Closing Date are required affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect of any Purchased Financing Contract after the Cut-Off Date where such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by applicable any Person in respect of sales, use or other similar Tax law or such elections or determinations for Tax periods ending paid on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 Cut-Off Date; (except that clauses (iiiD) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and (E) any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under Section 10.2, Buyer shall not consent to any entry of judgment successor liability or enter into any settlement of such claim similar theories that would increase the Tax impose liability for the portion on Purchaser as a result of its purchase of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Purchased Assets pursuant hereto.

Tax Indemnification. Except for Taxes included as a Liability in Each Seller shall, jointly and severally, indemnify the determination of Net Working Capital under Section 2.3Company, Buyer, and not paid over to the Seller each Buyer Indemnitee (as defined in accordance with Section 10.4, the Seller shall indemnify the Buyers 8.01) and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (ia) any liability for Taxes loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’ fees and the Company or with respect cost of enforcing any right to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date andindemnification under this Agreement, with respect “Losses”) attributable to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth any representation or warranty made in Section 4.7Section 4.18; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VII; (iiic) any liability all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any Person member of an affiliated, consolidated, combined, or unitary group of which the Company (other than or any predecessor of the Company) imposed is or was a member on or prior to the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local law)Law; and (e) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, which Taxes relate relating to an event or transaction occurring before the ClosingClosing Date. In each of the above cases, except together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, each Seller shall, jointly and severally, reimburse Buyer for any Taxes of the Company that are the responsibility of the Sellers pursuant to this Section 10.3 shall not apply to Taxes to the extent 7.04 within ten business days after payment of such Taxes would not have been incurred but for the by Buyer or its Affiliates (including the Company) making . The term “Pre-Closing Tax electionsPeriod” means any taxable period ending on or before the Closing Date and, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax any taxable period beginning before and ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period such taxable period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller 9.6.1.1 Sellers shall indemnify Purchaser and its Affiliates (including each Company and Subsidiary) and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from all liability for Excluded Taxes. Notwithstanding the Buyers foregoing, Sellers shall not indemnify and hold harmless Purchaser and its Affiliates (including each Company and Subsidiary) or any of their respective officers, directors, employees or agents, from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect attributable to the assets or activities of the Company for any taxable year or period that ends action taken on or before after the Closing Date andby Purchaser, with respect any of its Affiliates (including each Company and Subsidiary) or any transferee of Purchaser 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 any Straddle Perioda breach by Purchaser of its obligations under this Agreement. 9.6.1.2 Purchaser shall, the portion and shall cause each Company and Subsidiary to, indemnify Sellers and its Affiliates and each of such Straddle Period deemed to end on their respective officers, directors, employees, stockholders, agents and include the Closing Date, representatives and hold them harmless from (iii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any all liability for Taxes of each Company and Subsidiary for any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax taxable period ending after the Closing Date that are inconsistent with (except to the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to extent such taxable period began before the Closing Date, unless in which case Purchaser's indemnity will cover only that portion of any such elections Taxes that are not for the Pre-Closing Tax Period), and (ii) all liability for Taxes attributable to a Purchaser Tax Act or determinations for Tax periods ending after to a breach by Purchaser of its obligations under this Agreement. 9.6.1.3 In the case of any taxable period that includes (but does not end on) the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior (a "Straddle Period"): 9.6.1.3.1 real, personal and intangible property Taxes ("Property Taxes") of each Company and Subsidiary allocable to the Pre-Closing Date violate applicable Tax law. Except as set forth in this Section 10.3Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the procedures governing indemnification claims under this section 10.3 shall be numerator of which is the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) number of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of days during the Straddle Period ending that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and 9.6.1.3.2 the Taxes (other than Property Taxes) of each Company and Subsidiary allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Effective Time on and including the Closing Date without Date, applying all exemptions, allowances or deductions (including, but not limited to, depreciation and amortization deductions) applicable to such Pre-Closing Tax Period applied on an annual basis shall be allocated between the prior written consent periods in proportion to the number of Seller (which consent may not be withheld, conditioned or delayed unreasonably)days in each period.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3Sellers shall indemnify Brio, Buyer, and not paid over to the Seller each Buyer Indemnitee (as defined in accordance with Section 10.4, the Seller shall indemnify the Buyers 8.01) and hold them harmless from and against and in respect of (a) any and all losses incurred by the Buyersloss, which may be imposed ondamage, sustainedliability, incurreddeficiency, Action, judgment, interest, award, penalty, fine, cost, or suffered by or assessed against expense of whatever kind (collectively, including reasonable attorneys’ fees and the Buyerscost of enforcing any right to indemnification under this Agreement, directly or indirectly, “Losses”) attributable to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth any representation or warranty made in Section 4.73.18; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in Article VI; (iiic) any liability all Taxes of Brio or relating to the business of Brio for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any Person member of an affiliated, consolidated, combined, or unitary group of which Brio (other than or any predecessor of Brio) is or was a member on or prior to the Company) imposed on the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local law)Law; and (e) any and all Taxes of any Person imposed on Brio arising under the principles of transferee or successor liability or by contract, which Taxes relate relating to an event or transaction occurring before the ClosingClosing Date (collectively, except that the Losses relating to Taxes referred to in this Section 10.3 6.04, the “Sellers Taxes”). In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Sellers shall not apply reimburse Buyer for any Taxes that are the responsibility of Sellers pursuant to Taxes to the extent this Section 6.04 within ten business days after payment of such Taxes would not have been incurred but for the by Buyer or its Affiliates (including Brio. For purposes of this Agreement, a “Pre-Closing Tax Period” means any taxable period ending on or before the Company) making Tax electionsClosing Date and, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax any taxable period beginning before and ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period such taxable period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3The Sellers, jointly and not paid over to the Seller in accordance with Section 10.4severally, the Seller shall indemnify the Buyers from Buyer and its affiliates (including the Company) and each of their respective directors, officers, employees, stockholders, agents and other representatives against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of hold them harmless from (ix) any liability for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Pre-Closing Date and, with respect to any Straddle Tax Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iiiy) any liability for Taxes of the Sellers or any Person other person (other than the Company) imposed on which is or has ever been affiliated with the Company as transferee, successor or otherwise and (including z) any liability arising under Treasury Regulation Section 1.1502-6 for reasonable legal, accounting, appraisal, consulting or similar fees and expenses for any item attributable to any item in clause (x) or (y) above. The Buyer shall, and after the Closing shall also cause the Company to, indemnify each Seller and its affiliates and each of their respective employees, agents and representatives against and hold them harmless from any liability for Taxes of the Company or any comparable provisions of foreignaffiliate for any taxable period ending after December 31, state or local law), which Taxes relate to an event or transaction occurring before the Closing, 1998 (except that this Section 10.3 shall not apply to Taxes to the extent such taxable period began before December 31, 1998, in which case the Buyer's indemnity will cover only that portion of any such Taxes would that are not have been incurred but for the Buyer Pre- Closing Tax Period). In the case of any taxable period that includes (but does not end on) December 31, 1998 (a "Straddle Period"): (i) real, personal and intangible property Taxes ("property Taxes") of the Company for any Pre-Closing Tax Period (other than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company (other than property Taxes) for the Pre-Closing Tax Period (other than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be computed as if such taxable period ended as of the close of business on December 31, 1998. The indemnity obligations of the Sellers in respect of Taxes for a Straddle Period shall equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Sellers or any of its Affiliates affiliates (including other than the Company) making Tax elections, Tax accounting, or Tax reporting determinations for at any time and (ii) the amount of such Taxes paid by the Company on or prior to December 31, 1998. The Sellers, jointly and severally, shall initially pay such excess to the Buyer five days prior to the date on which the Tax Return (or including any Tax Return with respect to estimated Taxes) with respect to the assets or activities of the Company on the Closing Date) liability for a such Taxes is required to be filed (and if no such Tax period ending after the Closing Date that are inconsistent with the Tax electionsReturn is required to be filed, Tax accounting, or Tax reporting of the Company for Tax periods ending on or five days prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) date satisfaction of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability is required by the relevant taxing authority). The payments to be made pursuant to this paragraph by the Sellers with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Period.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3Sellers shall indemnify, defend and not paid over to the Seller in accordance with Section 10.4hold harmless Purchaser and its Affiliates (including, after Closing, the Seller shall indemnify the Buyers Companies) from and against and in respect of any and all losses incurred by Losses that Purchaser or any of its Affiliates may suffer as a result of any liability of any of the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of Companies for (i) any liability for unpaid Taxes of the Company or Companies with respect to Tax periods ending before the Closing Date and (ii) any unpaid Taxes of the Companies and any unpaid Taxes with respect to the assets or activities Purchased Assets with respect to any Tax period beginning before and ending after the Closing Date (a “Straddle Period”) to the extent allocable (as determined in Section 9.1(b)) to the portion of the Company for any taxable year or such period that ends on or ending before the Closing Date and, with respect to any Straddle (the “Pre-Closing Tax Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law”), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for are reflected on the Buyer Post Closing Equity Schedule. In the event Sellers are required to make a payment under this Section 9.1(a) as a result of an adjustment made by a taxing authority, and such adjustment results in a decrease in the Tax liability of the Companies, Purchaser or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or any Affiliate of Purchaser with respect to the assets or activities of the Company on the Closing Date) Companies for a any Tax period ending beginning after the Closing Date that are inconsistent with or for the Tax elections, Tax accounting, or Tax reporting portion of the Company for Tax periods ending on or prior to any Straddle Period beginning after the Closing Date, unless then Purchaser shall pay to Sellers the amount of any such elections or determinations for reduction in Tax periods ending after the Closing Date are required by applicable Tax law or liability when such elections or determinations for Tax periods ending on or prior reduction is actually realized. The Losses with respect to the Closing Date violate applicable Tax law. Except as set forth in which Purchaser and its Affiliates may be entitled to indemnification pursuant to this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same 9.1 are sometimes referred to hereinafter as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the “Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Losses.”

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller The Stockholder shall indemnify the Buyers Company, its Subsidiaries, the Purchaser and each affiliate of the Purchaser and hold them harmless from and against and in respect of without duplication, any and all losses incurred by the Buyersloss, which may be imposed onclaim, sustainedliability, incurredexpense, or suffered by or assessed against the Buyers, directly or indirectly, other damage attributable to the extent relating to or arising out of (i) any liability for all Taxes (or the non-payment thereof) of the Company or with respect to the assets or activities of the Company and its Subsidiaries for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to end on and include the Closing Date, (ii) including pursuant to Treasury Regulation §1.1502-6 or any breach of analogous or inaccuracy in the representations and warranties set forth in Section 4.7similar state, local, or foreign law or regulation, and (iii) any liability for and all Taxes of any Person person (other than the CompanyCompany and its Subsidiaries) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignits Subsidiaries as a transferee or successor, state by contract or local pursuant to any law), rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, except however, that this Section 10.3 in the case of clauses (i), (ii), and (iii) above, the Stockholder shall not apply to Taxes be liable only to the extent that such Taxes would not have been incurred but exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Buyer or its Affiliates face of the Closing Balance Sheet (including rather than in any notes thereto) and taken into account in determining the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect adjustment to the assets or activities purchase price pursuant to Section 4.7. The Stockholder shall reimburse the Purchaser for any Taxes of the Company on the Closing Date) for a Tax period ending after the Closing Date or its Subsidiaries that are inconsistent with the Tax electionsresponsibility of the Stockholder pursuant to this Section 4.8 within fifteen (15) business days after payment of such Taxes by the Purchaser, Tax accountingthe Company, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)its Subsidiaries.

Tax Indemnification. Except for Taxes included as a Liability in (a) The Sellers shall indemnify and hold harmless the determination of Net Working Capital under Section 2.3Buyer, each Business Subsidiary, each Operating Subsidiary, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and any successors thereto or Affiliates thereof in respect of any and all losses incurred by the Buyersagainst (x) Damages resulting from, which may be imposed on, sustained, incurredrelating to, or suffered by constituting a breach of any representation contained in Section 2.9 hereof, (y) the failure to perform any covenant or assessed against agreement set forth in this Article VIII, and (z) without duplication, the Buyers, directly or indirectly, to the extent relating to or arising out of following Taxes: (i) any liability for Pre-Closing Taxes; (ii) any Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends ending on or before the Closing Date and, with respect to for which any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) Business Subsidiary or any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) Operating Subsidiary has any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Regulations Section 1.1502-6 or under any comparable provisions or similar provision of foreignstate, state local or local lawforeign laws, as a transferee or successor, or pursuant to any contractual obligation; and (iii) any Taxes arising under or in connection with any Business Benefit Plan or any rights thereunder granted prior to Closing (whether or not such rights are exercised or become vested on, at or after Closing); provided, which Taxes relate to an event or transaction occurring before however, that the Closing, except that this Section 10.3 Sellers shall not apply to be liable for and shall not indemnify the Buyer, any Business Subsidiary, any Operating Subsidiary or any successors thereto or Affiliates thereof for any liability for Taxes to (A) resulting from transactions or actions taken by the extent such Taxes would not have been incurred but for the Buyer Buyer, any Business Subsidiary or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company any Operating Subsidiary on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with taken after the Tax electionsClosing, Tax accounting, except for transactions or Tax reporting actions undertaken in the Ordinary Course of Business and (B) in respect of income or gain for which any Business Subsidiary or any Operating Subsidiary has “net operating losses,” as defined in Section 172(c) of the Company for Code (or any corresponding provision of state, local or non-U.S. Tax periods law) from any taxable period ending on or prior to the Closing Date, unless such elections and, with respect to any taxable period beginning on or determinations for Tax periods before and ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3Date, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period such taxable period ending on and including the Closing Date Date, available to offset such income or gain after taking into account any limitation on net operating loss carryforwards under Section 382 of the Code (or any corresponding provision of state, local or non-U.S. Tax law). Notwithstanding the foregoing clause (B), the Buyer shall have no obligation to offset any such income by any such “net operating losses” to reduce the Taxes for which the Sellers are liable under this Section 8.2(a) unless the Sellers timely provide to the Buyer upon the Buyer’s request therefor a schedule setting forth the amount of available “net operating losses” and the year(s) such losses were incurred, and an analysis prepared by a nationally recognized law or accounting firm satisfactory to the Buyer setting forth the amount of any limitation under Section 382 of the Code (and any corresponding provision of state, local or non-U.S. Tax law). (b) The Buyer shall indemnify and hold harmless the Sellers in respect of and against (x) the failure to perform any covenant or agreement set forth in this Article VIII, and (y) without duplication, any and all Taxes due and payable by any Business Subsidiary or any Operating Subsidiary arising in the prior written consent ordinary course of Seller (which consent may business for any taxable period beginning before and ending on or after the Closing Date. For the avoidance of doubt, the Buyer shall not be withheld, conditioned or delayed unreasonably)responsible for any Pre-Closing Taxes.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3Each Indemnifying Person will jointly and severally indemnify, exonerate, and not paid over to hold free and harmless the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Indemnified Persons from and against and in respect of any and all losses Losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by the Indemnified Persons or assessed against the Buyersany of them as a result of, arising out of, or directly or indirectly, to indirectly relating to:- (a) Taxes (or the extent relating to non-payment thereof) of Main Union or arising out of (i) any liability the PRC Affiliate for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends all Taxable periods ending on or before the Closing Completion Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Completion Date for any Taxable period that includes (but does not end on) the Completion Date (the “Pre-Completion Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group for Tax purposes of which Main Union or the PRC Affiliate is or was a member on or prior to end on and include the Closing Completion Date, and (iic) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for all Taxes of any Person (other than Main Union or the CompanyPRC Affiliate) imposed on Main Union or the Company PRC Affiliate as transfereea transferee or successor, successor by Contract, or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 law, rule or any comparable provisions of foreign, state or local law)regulation, which Taxes relate to an event or transaction occurring before the ClosingCompletion. Notwithstanding any other provision of this Agreement, except the indemnity under this Clause 25.3 will not be subject to any limitation contained elsewhere in this Agreement; provided, however, that no claim may be made pursuant to this Section 10.3 shall Clause 25.3 subsequent to the sixtieth (60th) day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions). For the avoidance of doubt, the limitations in Clauses 12.4(a) (Deductible Amount) and 12.4(b) (Maximum Liability for Breach of Warranty) will not apply to Taxes to the extent such Taxes would not have been incurred but claims for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Clause 25.3.

Tax Indemnification. Except for Taxes included to the extent treated as a Liability liability in the determination calculation of Net Final Closing Working Capital under Section 2.3, and not paid over except to the Seller in accordance with Section 10.4extent attributable to Tax periods (or portions thereof) prior to April 1, the Seller 2014, PCF shall indemnify the Buyers Parent and each Parent Indemnitee and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (ia) any liability for Taxes of the Company or with respect Loss attributable to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth any representation or warranty made in Section 4.74.19; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIII; (iiic) all Taxes of the Company and its Subsidiaries for any liability for Pre-Closing Tax Period; (d) all Taxes of any Person member of an affiliated, consolidated, combined or unitary group of which the Company (other than or any predecessor of the Company) imposed is or was a member after March 31, 2014 and on or prior to the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable or similar provisions of foreignapplicable Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, state or local law), which Taxes relate relating to an event or transaction occurring after March 31, 2014 and before the Closing, except Closing Date. PCF shall reimburse Parent for any Taxes of the Company that are the responsibility of PCF pursuant to this Section 10.3 8.03 within fifteen (15) Business Days after PCF agrees in writing to pay such Tax or such Taxes are determined by a final non-appealable order of a court pursuant to Section 12.10 to be payable by PCF pursuant to this Section 8.03. Notwithstanding anything to the contrary in this Agreement, the Parent Indemnitees shall not apply have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Companyi) making are attributable to Tax elections, Tax accounting, or Tax reporting determinations for the Company periods (or with respect to the assets or activities of the Company on portions thereof) beginning after the Closing Date, (ii) for a are due to the unavailability in any Tax period ending (or portion thereof) beginning after the Closing Date that are inconsistent with the of any net operating losses, credit or other Tax elections, attributes from a Tax accounting, period (or Tax reporting of the Company for Tax periods portion thereof) ending on or prior to the Closing Date, unless such elections (iii) result from transactions or determinations action taken by Parent or any of its Affiliates (including, for Tax periods ending the avoidance of doubt, the Company and its Subsidiaries) after the Closing Date that are required not contemplated by applicable Tax law this Agreement, or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall do not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the arise from a Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Claim.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (ia) any liability for Taxes loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys' fees and the Company or with respect cost of enforcing any right to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date andindemnification under this Agreement, with respect “Losses”) attributable to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth any representation or warranty made in Section 4.73.02 and Section 3.19; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (iiic) any liability all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any Person member of an affiliated, consolidated, combined, or unitary group of which the Company (other than or any predecessor of the Company) imposed is or was a member on or prior to the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local law)Law; and (e) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, which Taxes relate relating to an event or transaction occurring before the ClosingClosing Date. In each of the above cases, except together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 10.3 shall not apply to Taxes to the extent 6.04 within ten business days after payment of such Taxes would not have been incurred but for the by Buyer or its Affiliates (including the Company) making . The term “Pre-Closing Tax electionsPeriod” means any taxable period ending on or before the Closing Date and, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax any taxable period beginning before and ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period such taxable period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under (i) Subject to Section 2.35.7(g)(iii), and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify Purchaser and its Affiliates (including, from and after the Buyers Closing, the Company) from and against and in respect of (A) any and all losses incurred by the BuyersTaxes for any Pre-Closing Tax Period resulting from, which may be imposed onarising out of, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) caused by any liability for Taxes of the Company Liability or with respect to the assets or activities obligation of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (person other than the Company) imposed on the Company as transfereeand all losses, successor or otherwise claims, Liabilities, costs and expenses (including any liability arising 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 comparable provisions similar provision of foreign, state or local lawLaw), which (2) as a transferee or successor, (3) by contract, or (4) otherwise, (B) any Taxes relate to an event resulting from the Section 338(h)(10) Election, (C) any Taxes resulting from any transaction described in Section 1.4 or any transaction occurring before undertaken by the ClosingCompany, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer Seller or its Affiliates in preparation for or in connection with the transactions described in this Agreement, and (including the CompanyD) making Tax elections, Tax accounting, or Tax reporting determinations for any Taxes imposed on the Company for any Pre-Closing Tax Period and any Losses relating to such Taxes and any Taxes resulting from a breach by Seller of its obligations under Section 5.7. (or with respect to the assets or activities ii) Purchaser shall indemnify Seller from and against any Taxes of the Company on the relating to Post-Closing Date) for Tax Periods, other than those described in Section 5.7(g)(i), and any Losses relating to such Taxes and any Taxes resulting from a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting breach by Purchaser of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in its obligations under this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses 5.7. (iii) and (iv) of Any indemnity payment required to be made under this Section 9.4(b5.7(g) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase be made by the Tax liability for Indemnifying Party on or before the portion later of (x) five (5) calendar days after the Tax Indemnified Party gives notice to the Tax Indemnifying Party of the Straddle Period ending on and including Tax or Loss to be indemnified, which notice shall set forth the Closing Date without amount thereof or (y) five (5) calendar days before the prior written consent payment by the Tax Indemnified Party or its Affiliate of Seller (which consent may not be withheld, conditioned the applicable Tax or delayed unreasonably)Loss.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller The Indemnifying Parties shall indemnify the Buyers Buyer Indemnified Parties and hold them harmless from and against and in respect of against, any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, Loss attributable to the extent relating to or arising out of (i) any liability for all Taxes of (or the Company or with respect to the assets or activities non-payment thereof) of the Company for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to and the pre-Closing portion of any Straddle Period (as defined in Section 6.9(b) below) that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the portion of such Straddle Period deemed Company is or was a member on or prior to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for and all Taxes of any Person person (other than the Company) imposed on the Company as transfereea transferee or successor, successor by contract or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 law, rule or any comparable provisions of foreign, state or local law)regulation, which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after and (iv) any breach of the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth representations in Section 9.4 and 9.8 3.12; provided, however, that in the case of clauses (except that clauses i), (ii), (iii) and (iv) above, the Indemnifying Parties shall be liable only to the extent that such Taxes exceed the amount of such Taxes taken into account in the Post-Closing Adjustment made pursuant to Section 9.4(b) 1.4(b). Notwithstanding the immediately preceding sentence, the Indemnifying Parties shall not applyindemnify Buyer Indemnified Parties and hold them harmless from and against, any Loss attributable to any Taxes resulting from the Section 338(g) election, provided that there has been no breach of the representation in Section 3.12(n). With respect to The Indemnifying Parties shall reimburse Buyer for any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including Company that are the Closing Date without responsibility of the prior written consent of Seller Indemnifying Parties pursuant to this Section 6.9(a) at least five (which consent may not 5) Business Days before such Taxes are due to be withheld, conditioned or delayed unreasonably)paid.

Tax Indemnification. Except for Taxes included as a Liability in After the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4Closing Date, the Seller Stockholders shall indemnify and hold harmless the Buyers Company and Buyer from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of against: (i) any Pre-Closing Taxes, including the Stockholders’ liability for transfer Taxes under Section ‎9.5; and (ii) any increase in Tax liability resulting from the Company being liable for any Taxes of any Person as transferee or successor, by contract or otherwise for any Pre-Closing Tax Period or Interim Period; provided, however, that in the case of clauses (i) and (ii) above, the Stockholders shall be liable only to the extent that such a Tax exceeds the amount, if any, reserved for such Tax on the face of the Final Closing Statement and taken into account in determining the Final Adjustment Amount. The Stockholders shall reimburse Buyer for any Taxes of the Company that are the responsibility of the Stockholders pursuant to this Section ‎9.2 within thirty (30) business days after payment of such Taxes by Buyer or with respect to the assets or activities Company. For purposes of calculating the liability of the Company for Taxes of any taxable year Interim Period, the portion of any Tax for a Straddle Period that is allocable to the Interim Period shall be deemed to equal: (i) in the case of Taxes based upon or period related to income, gain or receipts, the amount that ends would be payable if the Straddle Period had ended on the Closing Date and the books of the Company were closed as of the close of such date; provided, however, that depreciation, amortization and cost recovery deductions will be taken into account in accordance with the principles of clause (iii) below; (ii) in the case of Taxes imposed on specific transactions or events, Taxes imposed on specific transactions or events occurring on or before the Closing Date andDate; and (iii) in the case of Taxes imposed on a periodic basis, with respect to or in the case of any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, other Taxes not covered by clauses (i) or (ii) any breach above, the amount of or inaccuracy such Taxes for the entire Straddle Period multiplied by a fraction (a) the numerator of which is the number of calendar days in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company period ending on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (ivb) the denominator of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for which is the number of calendar days in the entire Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Period.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller 12.4.1 Parent shall indemnify the Buyers Holdings and its Affiliates and hold them harmless from and against (i) any Taxes of Sellers and its Affiliates (other than Taxes described in respect Section 12.4.2), (ii) any liability for Taxes of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, Transferred Subsidiaries or suffered by or assessed against the Buyers, directly or indirectly, otherwise relating to the extent relating Assets or Business for all taxable periods ending on or before the Closing Date and for the Pre-Closing Period, (iii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections or arising out any election under Section 338(g) of the Code, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws, (iv) any liability for Taxes imposed upon any of the Transferred Subsidiaries pursuant to Treasury Regulation Section 1.1502-6 (or similar provision under any state, local or foreign Tax law) as a result of being a member of an affiliated group, within the meaning of Section 1504 of the Code (or similar provision under any state, local or foreign Tax law), prior to the Closing, and any liability for Taxes imposed on any of the Transferred Subsidiaries as a transferee or successor (where such Transferred Subsidiary became a transferee or successor before the Closing) or by contract (where such contract was entered into prior to the Closing), and (v) any Loss attributable to any breach of the representations and warranties contained in Section 7.8. 12.4.2 Holdings shall indemnify Parent and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Company Transferred Subsidiaries or with respect otherwise relating to the assets Assets or activities of the Company Business for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with (except to the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to extent such taxable period began before the Closing Date, unless in which case Holdings' indemnity will cover only that portion of any such elections or determinations Taxes that is not attributable to the Pre-Closing Period), and (ii) any liability for Tax periods ending after sales and use Taxes, value added Taxes, and real and personal property Taxes attributable to Pre-Closing Periods to the extent that each is accrued on the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to Balance Sheet and included as a Current Liability in the computation of Closing Date violate applicable Tax law. Except as set forth in this Section 10.3Net Working Capital. 12.4.3 In the case of any Straddle Period, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding liability for Taxes for Straddle the Pre-Closing Period shall be determined on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing Date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the pre-Closing period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Parent and Holdings in accordance with the principles under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion 164(d) of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Code.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital 14.01 In addition to any indemnification obligations arising under Section 2.316 hereof, Seller hereby agrees upon the terms and not paid over to the Seller conditions and in accordance with Section 10.4the procedures set forth in this Agreement, to indemnify, defend and hold Buyer and its affiliates (including, without limitation, each of the Subject Entities) and their respective officers, directors, agents and employees (the "Seller shall indemnify the Buyers Indemnitees") harmless from and against any damages (including, without limitation, extraordinary or punitive damages), deficiencies, costs, liabilities, claims or expenses, including, without limitation, interest, penalties and in respect reasonable attorneys' fees (individually a "Loss" and collectively the "Losses"), that any of the Seller Indemnitees shall incur or suffer, regardless of whether Buyer had knowledge of such Loss or Losses at the time of the Closing, resulting from or relating to any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of liability for Taxes (i) any liability for Taxes of the Company or with respect Subject Entities related to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate and the portion ending on the Closing Date of any taxable period that includes (but does not end on) such day ("Pre-Closing Tax Period") and (ii) resulting from the Elections contemplated by Section 7.09 of this Agreement. Notwithstanding the foregoing, Seller shall not indemnify any Seller Indemnitee from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including any of the Subject Entities), or any transferee of Buyer or any of its affiliates (other than any such action expressly required by applicable law or by this Agreement) (a "Buyer Tax lawAct") or attributable to a breach by Buyer of its obligations under this Agreement. Except In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("property Taxes") of the Subject Entities for the Pre-Closing Tax Period shall be equal to the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Subject Entities (other than property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. 14.02 Buyer hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Section 10.3Agreement to indemnify, defend and hold Seller and its affiliates and its officers, directors, agents and employees (the procedures governing indemnification claims under this section 10.3 "Buyer Indemnitees") harmless from and against any Loss or Losses that any of the Buyer Indemnitees shall be incur or suffer, regardless of whether Seller had knowledge of such Loss or Losses at the same as set forth in Section 9.4 time of the Closing, resulting from or relating to any and 9.8 all liability for Taxes (i) of the Subject Entities related to any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case Buyer's indemnity will cover only that clauses (iiiportion of any such Taxes that are not for the Pre-Closing Tax Period) and (ivii) attributable to a Buyer Tax Act or to a breach by Buyer of its obligations under this Agreement. 14.03 If a claim with respect to Taxes shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to Section 9.4(b) 14.01 or 14.02, the party receiving such claim shall promptly notify the other party in writing of such claim (a "Tax Claim"). If the indemnified party 39 receives notification of a Tax Claim and fails to notify the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, or in reasonable detail to apprise the indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the indemnifying party shall not apply)be liable to the indemnified party, any of its affiliates or any of their respective officers, directors, agents or employees to the extent that indemnifying party's position is actually prejudiced as a result thereof. With respect to any audit Tax Claim relating solely to a Pre-Closing Tax Period, Seller shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or other proceeding for Taxes for Straddle Period under Section 10.2forego any and all administrative appeals, Buyer shall not consent to proceedings, hearings and conferences with any entry of judgment or enter into any settlement of such claim that would increase taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax liability claimed and xxx for a refund where applicable law permits such refund suits or contest the portion Tax Claim in any permissible manner. Buyer, the Subject Entities, and each of their respective affiliates shall cooperate with Seller in contesting any Tax Claim, which cooperation shall include the retention until the applicable statute of limitations has expired and (upon Seller's request) the provision to Seller of records and information which are reasonably relevant to such Tax Claim, and making their employees available on a mutually convenient basis to provide additional reasonably relevant information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, the Subject Entities, or any of their respective officers, directors, agents or employees settle or otherwise compromise any Tax Claim relating to a Pre-Closing Tax Period (excluding Straddle Period ending on and including the Closing Date Periods) without the Seller's prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)consent.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3The Sellers hereby agree, jointly and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectlyseverally, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on indemnify and include the Closing Date, (ii) any breach of or inaccuracy in the representations hold harmless Purchaser and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the CompanyCompanies and Company Subsidiaries after the Closing) making Tax electionsfrom and against any Tax, Tax accountingloss, damage, liability or Tax reporting determinations expense, including reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with: (i) any Taxes imposed on the Companies and /or the Company (or Subsidiaries with respect to the assets any Pre-Closing Tax Period or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the any Straddle Period ending on and including the Closing Date, including, for the avoidance of doubt, any such Taxes resulting from the North America Business Transfer Transaction, the Hong Kong Business Transfer Transaction, the Restructuring, the matters referred to in Section 5.15 or any other action taken on or prior to the Closing Date without in order to facilitate, or otherwise prepare any Company or Company Subsidiary for transfer pursuant to, the prior written consent transactions contemplated by this Agreement; (ii) any Taxes imposed on the Sellers that are collected or required to be collected by means of withholding against the Purchase Price; (iii) any Taxes of another Person imposed on any Company and/or Company Subsidiary as a result of being or having been a member of an Affiliated Group, as a transferee or successor, by contract, by operation of Law or otherwise during or with respect to any period or portion of such period ending on or before the Closing Date; (iv) any obligation under any Tax allocation, indemnification or sharing agreement, including the Tax Sharing Agreement, dated January 1, 2003 by and among Yellow Corporation and certain of its subsidiaries as set forth on Section 3.13 of the Disclosure Schedules and the Tax Indemnification and Allocation Agreement, dated September 30, 2002, by and between Yellow Corporation and SCS Transportation, Inc.; and (v) Taxes imposed on the Companies and/or the Company Subsidiaries as a result of any inaccuracy or breach of representation or warranty under Section 3.13 or any covenant under Section 5.3(s) or Section 5.9 provided that no Seller shall be liable to Purchaser for any amount described in this Section 5.10 until the aggregate amount of Taxes determined to be due and payable exceeds the aggregate amount that is specifically accrued or reserved for such Taxes on the Final Balance Sheet. In addition, and notwithstanding anything in this Agreement to the contrary, including the foregoing, the Sellers hereby agree, jointly and severally, to indemnify and hold harmless Purchaser and its Affiliates (which consent may not including the Companies and Company Subsidiaries after the Closing) from and against any Tax, loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any Taxes of the Sellers for any taxable period or portion thereof, including, for the avoidance of doubt, any such Taxes collected or required to be withheldcollected by means of withholding against the Purchase Price. Any amount described in this Section 5.10 plus any Losses arising out of, conditioned in connection with or delayed unreasonably)related to the Pending Tax Cases shall be referred to as “Indemnified Tax Losses.”

Tax Indemnification. (a) Except as otherwise provided herein, SALD and the Entity Sellers (but for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3Entity Sellers, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or only with respect to the assets or activities Taxes attributable to the Transferred Subsidiaries of which such Entity Sellers were the Sellers) shall be jointly and severally liable to the Purchaser Indemnified Parties and shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to any liability of the Company Licensee or Transferred Subsidiaries for the following Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Licensees or Transferred Subsidiaries, but excluding any unpaid Taxes treated as a current liability for purposes of computing the Working Capital Surplus or Shortfall, as the case may be) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Periodtaxable year or period beginning before and ending after the Closing Date, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period taxable year ending on and including the Closing Date without (an "Interim Period") (Interim Periods and any taxable year or period ending on or before the prior written consent Closing Date shall be referred to collectively as "Pre-Closing Periods"): (i) Taxes imposed on the Licensees or Transferred Subsidiaries or for which the Licensees or Transferred Subsidiaries may otherwise be liable pursuant to federal, state, local or non-U.S. law; (ii) Taxes (including any Taxes which may relate to a Post- Closing Period, as defined in Section 8.4 (b), below) attributable to any other person for which the Licensees or Transferred Subsidiaries are liable under Treas. Reg. Section 1. 1502-6 (or any similar provision of state, local or non-U.S. law); (iii) Taxes triggered by Section 178 to 180 of the TCGA (or -45- any similar provision of federal, state, local or non-U.K. law) arising out of any Transferred Subsidiary or Licensee ceasing to be a member of an affiliated group; and (iv) Taxes required to be paid or reimbursed by SALD or any Entity Seller under Section 5.6(a) (which consent may to the extent such Taxes have not been paid by SALD or such Entity Seller). SALD and the Entity Sellers shall not be withheldrequired to make indemnity payments under this Section 8.4 resulting solely from any action taken by Purchaser or Purchaser Indemnified Parties (other than an action taken pursuant to Section 5.6(b)) that results in additional Tax attributable to any Pre-Closing Period. In addition, conditioned the amount of any liability for Taxes required to be indemnified by SALD and the Entity Sellers under this Section 8.4 shall be reduced by the amount of any actual reduction in Taxes that Purchaser or delayed unreasonablyany of its Affiliates actually realizes in a Post-Closing Period solely as a result of the payment or accrual of the Tax with respect of which SALD and the Entity Sellers are required to make the indemnity payment, which reduction in Taxes, if any, shall be determined after taking into account the tax effect of the indemnity payment. (b) Purchaser shall be liable for and shall indemnify SALD for the Taxes of the Transferred Subsidiaries for any taxable year or period that begins after the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year beginning after the Closing Date (the "Post-Closing Period"). Purchaser shall be entitled to any refund of Taxes of the Transferred Subsidiaries received by SALD or any Entity Seller for such Post-Closing Periods. (c) Purchaser shall be liable for and shall indemnify SALD for all Transfer Taxes payable by Purchaser as described in Section 5.10. Any indemnity payments to or from SALD or the Entity Sellers or to or from the Purchaser Indemnified Parties pursuant to this Agreement, whether under this Section 8.4 or otherwise, shall be treated by the Purchaser Indemnified Parties and SALD or the Entity Sellers as Purchase Price adjustments for all purposes. (d) Any refunds or credits of Taxes received by the Transferred Subsidiaries (or their successors) for any Pre-Closing Period, other than (i) any amount reflected as a Current Asset on the Closing Date Financial Statements or (ii) any amount resulting from a carryback or other application of losses credits or other items from a Post-Closing Period, shall be paid by Purchaser promptly (and in any event within no more than 10 Business Days) upon receipt by it to SALD.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3(a) The Sellers shall, severally and not paid over to the Seller in accordance with Section 10.4jointly, pay, reimburse and indemnify each Company, the Seller shall indemnify the Buyers Buyer and its Affiliates and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, Losses resulting from or suffered by or assessed against the Buyers, directly or indirectly, attributable to the extent relating to or arising out of (i) any liability for all Taxes (or the non-payment thereof) of the Company or with respect to the assets or activities of the either Company for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed to end on and include the Closing DateDate for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”), and (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for all Taxes of any Person (other than the Company) imposed on the either Company as transfereea transferee or successor, successor by Contract or otherwise pursuant to any law, rule, or regulation for the Pre-Closing Tax Period. Notwithstanding any other provision of this Agreement, the Sellers shall be deemed to have paid any Taxes that are included in the reserve for Taxes (including excluding any liability arising reserve for deferred Taxes established to reflect timing differences between book and Tax income) in the Closing Statement and taken into account in determining the adjustment of the Purchase Price under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign2.4, state or local law), which Taxes relate to an event or transaction occurring before and the Closing, except that this Section 10.3 Sellers shall not apply to Taxes be liable only to the extent that such Taxes would not have been incurred but exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in the Closing Statement and taken into account in determining the adjustment of the Purchase Price under Section 2.4 and relating to Working Capital. If the Sellers are treated as having paid a Tax pursuant to the preceding sentence, then the Companies, the Buyer or its their Affiliates (including shall satisfy the Company) making Sellers’ obligation to pay such Tax electionspost-Closing. If, before the final determination of Working Capital pursuant to Section 2.4, the Sellers pay a Tax accountingthat is required to be paid pursuant to this Article XI or Article X and such Tax was not taken into account as a Liability in determining estimated Working Capital, or then the Tax reporting determinations shall not be taken into account in determining Working Capital as of the Closing Date. The purpose of the preceding sentence is to prevent the Sellers from being charged twice for the Company (or same Tax Liability, and it shall be interpreted in a manner consistent with respect its purpose. The indemnification under this Section 11.1 shall not be subject to the assets Basket, the Cap or activities any Individual Cap. The Sellers shall pay the Buyer or, at the Buyer’s instruction, either Company for any Taxes that are the responsibility of the Company Sellers pursuant to this Section 11.1 at least five days prior to payment of such amounts by the Buyer or either Company. (b) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts for the Pre- Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date) Date and the amount of other Taxes for a Straddle Period which relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending after on the Closing Date that are inconsistent with and the Tax elections, Tax accounting, or Tax reporting denominator of which is the Company for Tax periods ending on or prior to the Closing Date, unless number of days in such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Period.

Tax Indemnification. Except for Taxes included as a Liability in (i) Buyer shall indemnify, defend and hold harmless Seller and its affiliates; at any time after the determination of Net Working Capital under Section 2.3Closing, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (iA) any liability for Taxes of the Company or with respect to the assets or activities of the Company and its Subsidiaries for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date except for Straddle Periods, in which case Buyer's indemnity will cover only that are inconsistent with portion of any such Taxes that is not attributable to the Pre-Closing Period; (B) all costs and expenses (including reasonable attorneys and accountants fees) attributable to any contest or dispute involving the foregoing; and (C) Taxes arising out of any action taken by the Company or any of its Subsidiaries on the Closing Date after the Closing, other than actions contemplated by this Agreement or actions taken in the ordinary course of business. (ii) Seller shall indemnify, defend and hold harmless Buyer and its affiliates, at any time after the Closing, from and against any liability for Taxes, regardless of whether any such liability or potential liability has been disclosed to Buyer, of the Company and its Subsidiaries (including, without limitation, liability for Taxes of any person other than any of the Company and its Subsidiaries: (i) under Reg. ss.1. 1502-6 (or any similar provision of Law), (ii) as a transferee or successor, (iii) by Contract, or (iv) otherwise) except as provided in Section 5.8(c)(vii) hereof, for the Pre-Closing Period, including any Straddle Period. (iii) In determining the responsibility of Seller and Buyer for Taxes attributable to any Straddle Period, Taxes based upon or related to gross or net income or receipts shall be apportioned on the basis of an interim closing of the Company's books as of the Closing Date, and all other Taxes shall be prorated on a daily basis. (iv) If a claim for Taxes shall be made by any taxing authority in writing, which, if successful, might result in an indemnity payment pursuant to this Section 5.8, the party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other party (the "Tax Indemnifying Party") in writing of such claim (a "Tax Claim") within a reasonably sufficient period of time to allow the Tax electionsIndemnifying Party effectively to contest such Tax Claim, and. in reasonable detail to apprise the Tax accountingIndemnifying Party of the nature of the Tax Claim, or and provide copies of all correspondence and documents received by it from the relevant taxing authority. Failure to give prompt notice of a Tax reporting Claim hereunder shall affect the Tax Indemnifying Party's obligation under this Section to the extent that the Tax Indemnifying Party is prejudiced by such failure to give prompt notice. (v) With respect to any Tax Claim which might result in an indemnity payment to Buyer pursuant to this Section 5.8(e) (including, without limitation, Taxes of the Company for a Straddle Period), Seller shall control all proceedings taken in connection with such Tax periods ending on Claim and, without limiting the foregoing, may in its sole discretion and at its sole- expense pursue or prior to forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Closing Date, unless Tax claimed and sue xxx a refund where applicable law permits such elections refund suits or determinations for contest such Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax lawClaim. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent. Notwithstanding anything in the foregoing to the contrary, Seller shall not settle any entry of judgment or enter into any settlement of such claim that Tax Claim in a manner which would increase adversely affect the Tax liability for the portion of the Straddle Period ending on Company and including its Subsidiaries after the Closing Date without the prior written consent of Seller (the Buyer, which consent may shall not unreasonably be withheld. In connection with any proceeding taken in connection with such Tax Claim, conditioned (A) Seller shall keep Buyer informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes and (B) Buyer shall have the right, at its sole expense, to participate in any such proceedings. Buyer shall cooperate with Seller in contesting such Tax Claim (without charge to Seller), which cooperation shall include, without limitation, the retention and the provision to Seller of records and information which are reasonably relevant to such Tax Claim, and making employees available to Seller to provide additional information or delayed unreasonably)explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, provided that no charges shall be incurred by Seller for the services of such employees. (vi) With respect to any Tax Claim not described in Section 5.8(e)(v) hereof which might result in an indemnity payment to Seller pursuant hereto, Buyer shall control all proceedings in accordance with provisions that are parallel to those in Section 5.8(e) hereof.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (ia) any liability for Taxes loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’ fees and the Company or with respect cost of enforcing any right to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date andindemnification under this Agreement, with respect “Losses”) attributable to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth any representation or warranty made in Section 4.73.14; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (iiic) any liability all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any Person member of an affiliated, consolidated, combined, or unitary group of which the Company (other than or any predecessor of the Company) imposed is or was a member on or prior to the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local law)Law; and (e) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, which Taxes relate relating to an event or transaction occurring before the ClosingClosing Date. In each of the above cases, except together with any out- of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 10.3 shall not apply to Taxes to the extent 6.04 within ten business days after payment of such Taxes would not have been incurred but for the by Buyer or its Affiliates (including the Company) making . For purposes of this Agreement, a “Pre-Closing Tax electionsPeriod” means any taxable period ending on or before the Closing Date and, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax any taxable period beginning before and ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period such taxable period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3(a) Arch Parent and Seller shall be liable to, and not paid over to shall indemnify, protect, defend and hold harmless the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and Purchaser Indemnified Parties (as hereinafter defined) against and in respect of any and all losses incurred by the Buyersclaims, which may be imposed onlosses, sustaineddamages, incurredliabilities, assessments, settlements, costs and expenses arising from or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) in connection with any liability for Taxes of the Company AIIHC or any Subsidiary (“Tax Losses”) sustained by any Purchaser Indemnified Party attributable or otherwise relating to (i) any Pre-Closing Tax Period (as hereinafter defined) and (ii) any liability pursuant to Treasury Regulations Section 1.1502-6 (or any comparable provision under state, local or foreign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group) for any Pre-Closing Tax Period; provided, however, that with respect to the assets or activities current period Taxes not due and payable as of the Company for Closing Date, the Purchaser Indemnified Parties shall be entitled to indemnity pursuant to this Section 5.01(a) only to the extent that the amount of such Taxes exceeds the amount accrued on the financial statements of AIIHC and any Subsidiary prepared in accordance with GAAP. Purchaser shall be liable to, and shall indemnify, protect, defend and hold harmless Seller Indemnified Parties (as hereinafter defined) against any and all Tax Losses sustained by any Seller Indemnified Party attributable or otherwise relating to any Post-Closing Tax Period (as hereinafter defined). The term “Pre-Closing Tax Period” shall mean all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without of any taxable period that includes (but does not end on) the prior written consent Closing Date. The term “Post-Closing Tax Period” shall mean all taxable periods that begin after the Closing Date and the portion beginning on the day after the Closing Date of Seller any taxable period that includes (which consent may but does not be withheld, conditioned or delayed unreasonably)end on) the Closing Date.

Tax Indemnification. Except for Taxes included as a Liability in (a) From and after the determination of Net Working Capital under Section 2.3applicable Closing, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify Purchaser and its Affiliates (including the Buyers from and Transferred Subsidiaries) against and in respect of hold them harmless from any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, Loss to the extent relating to or arising out of attributable to: (i) any liability for Taxes of the Company imposed on or with respect to any Transferred Subsidiary (or for which any Transferred Subsidiary is otherwise liable), as the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date andcase may be, with respect to any Straddle PeriodPre-Closing Date Tax Period (including, for the portion avoidance of such Straddle Period deemed doubt, any interest, penalty or addition to end on and include Tax accruing after the Closing DateDate on any Taxes for which Seller is liable under this Section 13.01(a)(i)), including any such liability arising under principles of transferee or successor liability, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7Taxes, or (iii) any liability for including Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under the provisions of Treasury Regulation Section 1.1502-6 (or any comparable provisions similar provision of foreignstate, state local or local lawforeign Law), which arising by virtue of any Transferred Subsidiary, on or prior to the applicable Closing Date, having been a member of a consolidated, affiliated, combined or unitary group that had a common parent of Alcoa, Inc. or any Affiliate thereof (other than a Transferred Subsidiary), (iii) Income Taxes relate to an event arising from any Transferred Subsidiary including any income or gain in any Post-Closing Date Tax Period under Section 453 of the Code (or any similar provision of state, local or foreign Law) in respect of any transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes prior to the extent applicable Closing, (iv) Taxes arising from or attributable to any Post-Signing Restructuring Action other than (A) any such Taxes would not have been incurred but for the Buyer a Post-Closing Date Tax Period arising from or attributable to Purchaser or any of its Affiliates (including any Transferred Subsidiary) having a lower Tax basis in any Acquired Asset or in the Companystock of any Transferred Subsidiary than would otherwise have existed if no Post-Signing Restructuring Actions had been undertaken, (B) making any such Taxes for a Post-Closing Date Tax electionsPeriod that would not have arisen but for any action taken by the Purchaser or any of its Affiliates (including any Transferred Subsidiary) other than in the ordinary course of business (and, Tax accounting, or Tax reporting determinations for the Company avoidance of doubt, any restructuring conducted by Purchaser or any of its Affiliates (including any Transferred Subsidiary) after the applicable Closing shall not be in the ordinary course) and (C) any such Taxes for a taxable period (or with respect portion thereof) beginning after December 31, 2008, (v) withholding Taxes imposed on the payment of any consideration (including through the assumption of debt or any amount treated as an adjustment to the assets Worldwide Purchase Price for Tax purposes) by Purchaser or activities any of its Affiliates to Seller or any of its Affiliates pursuant to this Agreement or any other Transaction Agreement which Purchaser failed to withhold or any other Taxes arising from the transactions contemplated by Section 7.12, 10.05 or 10.06 of this Agreement, (vi) Taxes arising from any adjustment under Section 481 of the Company on Code (or any similar provision of state, local or foreign Law) arising from the Closing Date) manner in which any item was reported for a Tax taxable period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, (or Tax reporting of the Company for Tax periods portion thereof) ending on or prior to the Closing Date, unless such elections or determinations applicable Closing, (vii) Taxes of any Selling Company (other than non-Income Taxes with respect to any Acquired Asset for Tax periods ending after the a Post-Closing Date are required by applicable Tax law Period) or such elections with respect to any Acquired Asset for a Pre-Closing Date Tax Period, (viii) Taxes arising as a result of any inclusion under Section 951(a) of the Code (or determinations for any similar or corresponding provision of state or local Tax periods ending law) with respect to any Transferred Subsidiary attributable to (A) “subpart F income,” within the meaning of Section 952 of the Code (or any similar or corresponding provision of state or local Tax law), received or accrued on or prior to the applicable Closing Date violate or (B) the holding of “United States property,” within the meaning of Section 956 of the Code (or similar or corresponding provision of state or local Tax Law), on or prior to the applicable Closing Date, computed, in each case, based on the amount of such Taxes that would be payable with respect to any Transferred Subsidiary if the relevant Tax lawperiod ended on the applicable Closing Date, (ix) Taxes resulting from a breach of any Tax-related covenants contained in this Agreement (including, for the avoidance of doubt, the covenants contained in Section 7.03) by Seller or any Affiliate of Seller (other than any Transferred Subsidiary), or, prior to the applicable Closing, by any Transferred Subsidiary, (x) incremental U.S. Taxes arising from any Acquired Asset of the U.S. Country Unit having a “carryover” Tax basis due to the application of Treasury Regulation § 1.338-8(f) (but only if and to the extent the application of such Treasury Regulation § 1.338-8(f) attributable to any action occurring before the applicable Closing), (xi) any obligation to indemnify or hold harmless any Person (other than a Transferred Subsidiary) for Taxes (A) pursuant to any M&A Contract to which any Transferred Subsidiary was a party on or prior to the applicable Closing Date or (B) pursuant to any M&A Contract assumed or assigned to Purchaser or any of its Affiliates under this Agreement or under any other Transaction Agreement, and (xii) Taxes arising from the purchase and sale hereunder of a 5% interest in Grupo Alcoa, S. de X.X. de C.V. and any Taxes arising from the Mexican 338 Elections. Except Purchaser and Seller agree that the amount of Seller’s and its Affiliates’ obligations under this Section 13.01(a) shall (i) not be reduced as set forth a result of any net operating loss, net capital loss or other Tax credit or benefit of any Transferred Subsidiary that is attributable to, arises from or relates to any Post-Closing Date Tax Period and (ii) be reduced as a result of any net operating loss, net capital loss or other Tax credit or benefit of any Transferred Subsidiary that is attributable to, arises from or relates to any Pre-Closing Date Tax Period (but only if and to the extent that any such Tax benefit actually reduces any Tax for which Seller is otherwise responsible under this Section 13.01(a)). Notwithstanding anything contained in this Section 10.313.01, the procedures governing indemnification claims Seller shall not be liable under this section 10.3 Section 13.01 for any liability to the extent attributable to or resulting from (i) Taxes covered by Section 14.05 or (ii) a breach by Purchaser or an Affiliate of Purchaser (other than the Transferred Subsidiaries), or, after the applicable Closing, by any of the Transferred Subsidiaries, of any Tax-related covenant contained in this Agreement. Purchaser and Seller further agree with respect to this Section 13.01(a) that Seller shall be not indemnify Purchaser and its Affiliates (including the same as set forth Transferred Subsidiaries) against and hold them harmless against any Loss attributable to U.S. federal, state, local and foreign payroll Taxes to the extent of the actual dollar amount of such Taxes included in Section 9.4 Working Capital. (b) From and 9.8 after the applicable Closing, Purchaser shall cause the Transferred Subsidiaries to indemnify Seller and its Affiliates against and hold them harmless from any Loss to the extent attributable to (except that clauses i) any Taxes imposed on or with respect to the Transferred Subsidiaries (or for which any Transferred Subsidiary is otherwise liable) for any Post-Closing Date Tax Period, (ii) any Taxes resulting from a breach of any Tax-related covenant contained in this Agreement by Purchaser or any Affiliate of Purchaser (other than the Transferred Subsidiaries) or, after the applicable Closing, by any Transferred Subsidiary and (iii) and any Taxes relating solely to the Acquired Assets for any Post-Closing Date Tax Periods. Notwithstanding anything contained in this Section 13.01, Purchaser shall not be liable under this Section 13.01 for any liability to the extent attributable to (i) Taxes covered by Section 14.05, (ii) Losses for which indemnity is required under Section 13.01(a) or 13.02, (iii) any Taxes for which a gross-up payment is required by Seller under Section 13.04(ii) (or which are otherwise taken into account under Section 13.04), or (iv) a breach by Seller or any Affiliate of Seller (other than a Transferred Subsidiary), or, prior to the applicable Closing, any Transferred Subsidiary, or any covenant contained in Section 14.02. (c) In the case of any Taxes that are payable for a Straddle Tax Period, to the extent permitted by law or administrative practice, the taxable year of a Transferred Subsidiary that includes the applicable Closing Date shall be treated as closing on (and including) such Closing Date, so long as doing so does not have any material adverse impact on such Transferred Subsidiary. In the case of any Tax that is payable for a Straddle Tax Period that is not treated under the preceding sentence as closing on the applicable Closing Date, the portions of such Tax that relate to the Pre-Closing Date Tax Period shall be deemed to be: (i) in the case of any property Tax, the amount of such Tax for the Straddle Tax Period multiplied by a fraction the numerator of which is the number of days in the Straddle Tax Period on or prior to the applicable Closing Date, and the denominator of which is the number of all days in the entire Straddle Tax Period; and (ii) in the case of any Tax (other than any property Tax), the amount that would be payable if the relevant Tax period ended on the applicable Closing Date. For the avoidance of doubt, for purposes of Section 9.4(b13.01(c)(ii), in the case of any Income Tax attributable to the ownership of an entity that is taxed as a partnership or of any other entity that is treated as a “flow-through” entity for Tax purposes (excluding a “controlled foreign corporation” within the meaning of Section 957(a) shall not applyof the Code). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of such Income Tax that relates to the Straddle Period ending on and including the Pre-Closing Date without Tax Period shall be deemed to be the prior written consent amount that would be payable if the relevant Tax period of Seller (which consent may not be withheld, conditioned or delayed unreasonably)such “flow-through” entity ended on the applicable Closing Date.

Tax Indemnification. Except for Taxes included as a Liability in (a) From and after the determination Closing, Seller agrees to indemnify and hold harmless Buyer and Buyer’s Affiliates and each of Net Working Capital under Section 2.3their respective officers, directors, employees, agents and not paid over to the Seller in accordance with Section 10.4Representatives (collectively, the Seller shall indemnify the Buyers “Buyer Indemnified Parties”) from and against and in respect of any and all losses incurred by the Buyersagainst, which may be imposed onwithout duplication, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or any Company Subsidiary attributable to any Pre-Closing Tax Period to the extent the amount of any Taxes payable exceeds the amount accrued or reserved therefor on Final Net Working Capital, (ii) payments under any Tax allocation, sharing or similar agreement, other than pursuant to this Agreement, to which the Company or any Company Subsidiary is subject, (iii) Taxes of the Company or any Company Subsidiary that are related or attributable to any Pre-Closing Tax Period as a result of their being included in an affiliated group that files consolidated, combined or unitary Tax Returns by reason of Treasury Regulations Section 1.1502-6 or any similar provision of Law and (iv) any Taxes resulting from the breach of or inaccuracy in any representations or warranties set forth in Section 3.12. (b) The indemnification rights provided to the Buyer Indemnified Parties pursuant to Section 8.1(a) shall survive until thirty (30) days following the expiration of the applicable statute of limitations (taking into consideration any applicable extensions or waivers) with respect to the assets Taxes subject to such claim for indemnification. Any claim for indemnity under Section 8.1(a) shall be deemed time-barred, and no such claim shall be made after the period specified in the immediately preceding sentence; provided, however, that if written notice of a claim for indemnification under Section 8.1(a) is provided to Seller in good faith within the applicable survival period describing such claim in reasonable detail (including the facts underlying each particular claim) and including copies of all material written evidence, if any, upon which such claim is based, then the indemnification rights pursuant to Section 8.1(a) that would otherwise terminate as set forth above shall survive as to such claim, and that claim only, until such time as such claim is fully and finally resolved. (c) In the case of Taxes with respect to a Straddle Period, the portion of any such Taxes that shall be treated as attributable to a Pre-Closing Tax Period shall be: (i) in the case of Taxes that are either (x) based upon or activities related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the Company for any amount that would be payable if the taxable year ended on (and included) the Closing Date; and (ii) in the case of all other Taxes deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) Notwithstanding anything to the contrary in Section 8.1(c), each of Buyer, Seller, the Company, and each of their respective affiliates acknowledge and agree that Tax deductions, if any, attributable to any Transaction Expenses, to the extent deducted from Initial Purchase Price pursuant to Section 2.3(b), shall be treated as incurred and be deductible in a taxable period (or period the portion of any Straddle Period) that ends on or before the Closing Date andand no party shall take a position that is inconsistent with such treatment unless otherwise required by applicable Law. (e) To the extent permitted under applicable Law, with respect Seller and Buyer shall take all actions reasonably necessary to terminate the taxable year of the Company and the Company Subsidiaries on the Closing Date. To the extent any Straddle Period, the portion of such Straddle Period deemed to end taxable year is terminated on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on parties hereto agree to cause the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate and the Company Subsidiaries to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but file all Tax Returns for the Buyer or its Affiliates (period including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date on the basis that are inconsistent with the Tax elections, Tax accounting, or Tax reporting relevant taxable period ended as of the Company for Tax periods ending close of business on or prior to the Closing Date, unless such elections or determinations for the relevant Tax periods ending after the Closing Date are required by applicable authority will not accept a Tax law or such elections or determinations for Tax periods ending Return filed on or prior that basis. (f) Notwithstanding anything contained in this Agreement to the contrary: (i) Seller shall not be required to indemnify any Buyer Indemnified Party for any Tax liability of the Company and the Company Subsidiaries for any Post-Closing Date violate applicable Tax law. Except as set forth Periods, other than any Tax liability resulting from the breach or inaccuracy in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as any representation or warranty set forth in Section 9.4 and 9.8 3.12(e); provided, however, that in no event shall Seller be required to indemnify any Buyer Indemnified Party for a reduction in, or loss of, any Tax benefit in a Post-Closing Tax Period, and (except ii) No provision in this ARTICLE VIII shall be interpreted in any manner that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect will require Seller to pay any audit amount more than once as an indemnity or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent as a set-off or credit against any amounts required to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)paid pursuant to this Agreement.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (ia) any liability for Taxes of the Company or with respect Loss attributable to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in any of the representations and warranties set forth in Section 4.7Tax Representations; (b) any Loss attributable to any breach or violation by Seller of, or failure of Seller to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (iiic) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods, including but not limited to, any liability for income tax, value added tax, customs duties or similar taxes resulting from any breach of the IMMEX status of the Mexican Subsidiaries in Pre-Closing Tax Periods; (d) all income or franchise Taxes of any Person member of an Affiliated Group (other than an Affiliated Group that includes Buyer or any of its Affiliates (other than the CompanyCompany and its Subsidiaries)) of which the Company or any of its Subsidiaries (or any predecessor of the Company or its Subsidiaries) is or was a member on or prior to the Closing Date that are imposed on the Company as transferee, successor or otherwise (including any liability arising its Subsidiaries under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local lawLaw (but excluding any such liability for such Taxes to the extent directly or indirectly attributable to membership in any Affiliated Group for any period (or any portion of a period) beginning after the Closing Date); and (e) any and all Taxes of any Person imposed on the Company or its Subsidiaries arising under the principles of transferee or successor liability or by contract, which if the liability for such Taxes relate relates to an event or transaction both occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer Closing Date and effected or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for entered into by the Company (or with respect to the assets or activities any of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or its Subsidiaries prior to the Closing Date, unless such elections in each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided, however, that Seller shall not be responsible for, and shall have no obligation to indemnify and hold Company, Buyer, or determinations for Tax periods ending any Buyer Indemnitee harmless from and against (1) Taxes resulting from (A) any transactions occurring on the Closing Date after the Closing Date are required outside the ordinary course of business or (B) any breach by applicable Tax law Buyer of Section 6.01(c), or such elections or determinations for Tax periods ending on or prior (2) Taxes, to the extent such Taxes are treated as a liability in the calculation of Closing Date violate applicable Tax lawWorking Capital. Except as set forth in Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 10.36.02 within ten (10) Business Days after payment of such Taxes by Buyer or the Company, which reimbursements, in the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) aggregate, shall not apply). With respect exceed an amount equal to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Purchase Price.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the 9.7.1.1 The Seller shall indemnify the Buyers from Purchaser and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making and each of their respective officers, directors, employees, stockholders, and Representatives and hold them harmless from all liability for Excluded Taxes. Notwithstanding the foregoing, the Seller shall not indemnify and hold harmless the Purchaser and its Affiliates (including the Company) or any of their respective officers, directors, employees or Representatives, from any liability for Taxes attributable to any action taken on or after the Closing Date by the Purchaser, any of its Affiliates (including the Company) or any transferee of the Purchaser or any of its Affiliates (other than any such action consented to by the Seller, expressly required by Applicable Law or by this Agreement) (a "Purchaser Tax electionsAct") or attributable to a breach by the Purchaser of its obligations under this Agreement. 9.7.1.2 The Purchaser shall, Tax accounting, or Tax reporting determinations for and shall cause the Company to, indemnify the Seller and its Affiliates and each of their respective officers, directors, employees, stockholders and Representatives and hold them harmless from (or with respect to the assets or activities a) all liability for Taxes of the Company on the Closing Date) for a Tax any taxable period ending after the Closing Date that are inconsistent with (except to the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to extent such taxable period began before the Closing Date, unless in which case the Purchaser's indemnity will cover only that portion of any such elections Taxes that are not for the Pre-Closing Tax Period), (b) all liability for Transfer Taxes and (c) all liability for Taxes attributable to a Purchaser Tax Act or determinations for Tax periods ending after to a breach by the Purchaser of its obligations under this Agreement. 9.7.1.3 In the case of any taxable period that includes (but does not end on) the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior (a "Straddle Period"): 9.7.1.3.1 real property Taxes ("Property Taxes") of the Company allocable to the Pre-Closing Date violate applicable Tax law. Except as set forth in this Section 10.3Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the procedures governing indemnification claims under this section 10.3 shall be numerator of which is the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) number of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of days during the Straddle Period ending that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and 9.7.1.3.2 the Taxes (other than Property Taxes) of the Company allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Effective Time on and including the Closing Date without the prior written consent of Seller Date, applying all exemptions, allowances or deductions (which consent may not be withheld, conditioned or delayed unreasonably)including depreciation and amortization deductions) applicable to such Pre-Closing Tax Period.

Tax Indemnification. Except for Taxes included as a Liability in (a) After the determination Closing Date, each of Net Working Capital under Section 2.3, the Sellers will jointly and not paid over to severally indemnify and hold harmless Purchaser and each of the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Companies from and against and in respect of any and all losses incurred by the Buyersclaims, which may be imposed onactions, sustainedcauses of action, incurredliabilities, or suffered by or assessed against the Buyerslosses, directly or indirectlydamages, to the extent relating to or and reasonable out-of-pocket expenses and costs resulting from, arising out of or relating to, (i) any liability for Taxes of the Company or with respect to the assets or activities either of the Company Companies for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach Tax liabilities of or inaccuracy either of the Companies for any taxable periods including the Closing Date, in an amount equal to the representations Tax liability that would have resulted had the last day of the period been the Closing Date and warranties set forth in had the books of such Company been closed on that date, with the taxable income being determined under the principles of appropriate law, and Taxes other than income Taxes for which the last day of the taxable period is not the Closing Date will be allocated pro rata per day between the period ending on the Closing Date and the period commencing after the Closing Date. Any amount payable by the Sellers as computed by Purchaser under this Section 4.7will be remitted to Purchaser at least three business days prior to the due date of the respective Tax Returns (with interest being imposed at the Federal Funds Rate for any late payment), or and (iii) any Taxes imposed on either of the Sellers. Notwithstanding the foregoing, Sellers shall not indemnify, defend or hold harmless Purchaser from any liability for Taxes of attributable to any Person (other than the Company) imposed action taken on the Company as transfereeClosing Date by Purchaser, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accountingCompanies), or Tax reporting determinations for any transferee Purchaser or any of its Affiliates outside of the Company ordinary course of business (other than any such action expressly required or otherwise expressly contemplated by this Agreement or with respect to the assets or activities written consent of Sellers (a "Buyer Tax Act"), (b) Purchaser shall, and shall cause the Company on Companies to, indemnify, defend and hold the Closing DateSellers harmless from and against (i) for a Tax period ending all taxable periods beginning after the Closing Date and for that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and any taxable period including the Closing Date without for which Seller is not responsible pursuant to Section 8.03(a)(ii), all liability for Taxes of the Companies, (ii) all liability for Taxes attributable to a Buyer Tax Act, and (iii) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (i) or (ii) above. (c) Any indemnity payment required to be made pursuant to this Section shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior written consent of Seller to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (which consent may not be withheld, conditioned or delayed unreasonablyincluding estimated Tax payments).

Tax Indemnification. (a) Except for Taxes included as a Liability otherwise provided in the determination of Net Working Capital under this Section 2.3, and not paid over to the Seller in accordance with Section 10.49.1, the Seller Sellers, on a joint and several basis, shall indemnify and hold the Buyers from and Buyer Indemnitees harmless against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, Losses other than Current Liabilities (to the extent relating to included in the Final Adjusted Closing Purchase Price) attributable to, resulting from or arising out of in connection with: (i) any liability for Taxes of the Company Acquired Companies or their Subsidiaries with respect to the assets or activities of the Company for any taxable year period (or period that ends portion thereof) ending on or before the Closing Date and(each, with respect to any Straddle a “Pre-Closing Tax Period, the portion of such Straddle Period deemed to end on and include the Closing Date”), (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any other Person (other than the Company) imposed on any of the Company as transfereeAcquired Companies or their Subsidiaries attributable to such Acquired Company’s or any of its Subsidiaries’ being a member prior to Closing of an “affiliated group” (within the meaning of Section 1504(a) of the Code or any comparable provision of applicable state, successor local, or otherwise (including any liability arising non-U.S. Tax law) that arise under Treasury Regulation Section 1.1502-6 1.1502–6 or any comparable provisions provision of foreignapplicable state, state local or local non-US Tax law), (iii) Taxes of any other Person imposed on any of the Acquired Companies or their Subsidiaries as a transferee or successor, by contract or pursuant to any Law, rule, or regulation, or otherwise, which Taxes relate to an event or transaction occurring before the Closing, except (iv) employer payroll Tax of Sellers, the Acquired Companies or their Subsidiaries attributable to any payments made in connection with the transactions contemplated by this Agreement, in each case excluding, for the avoidance of doubt, any amounts included in Seller Transaction Expenses or paid in connection with the termination of any Business Employee by the Buyer or any Acquired Company after the Closing (provided, however, that this Section 10.3 exclusion shall not apply to effect any of the Buyer’s rights under Section 2.3), and (v) Transfer Taxes to the extent such Taxes would of US Seller’s liability pursuant to Section 9.4. Notwithstanding anything to the contrary and for the avoidance of doubt, the Sellers shall not have been incurred but for be liable to indemnify the Buyer or any of its Affiliates (including the Company1) making Tax elections, Tax accountingpursuant to this Section 9.1 with respect to claims relating to Separation Costs or Severance Expenses, or (2) pursuant to the Agreement or any ancillary agreement with respect to claims relating to the amount, value or condition of any Tax reporting determinations for asset or attribute of any of the Company Acquired Companies, including any adjustments under the unified loss rule of Treas. Reg. §1.1502-36, or the ability of the Buyer or any of its Affiliates to utilize such Tax assets or attributes following the Closing. (b) The Buyer shall indemnify and hold Seller Indemnitees harmless against any Losses as result of: (i) Taxes imposed on any of the Acquired Companies or with respect to the assets ITO Assets for any taxable period (or activities of the Company on the Closing Dateportion thereof) for a Tax period ending beginning after the Closing Date that (each, a “Post-Closing Tax Period”), except for (A) Losses for which the Buyer and its Affiliates are inconsistent with the entitled to be indemnified under Section 9.1(a), and any interest, penalties or additions to Tax electionsor additional amounts in respect thereof accruing in any Post-Closing Tax Period, Tax accountingand (B) any Losses attributable to any breach of any representation contained in Section 4.7(e), (f), (g), (h), (i), or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date(j), unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth (ii) Taxes described in Section 9.4 9.6, and 9.8 (except that clauses (iii) and (iv) Transfer Taxes to the extent of Buyer’s liability pursuant to Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)9.4.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller (a) Each Shareholder shall indemnify the Buyers Company, subject to the limitations and procedures of this Article IV, including the procedures of Sections 4.3 and 4.4 and all of the limitations of Sections 4.6(a), (b), (c), (d), (e), (f) and (i), each Company Subsidiary and Buyer and hold them harmless from and against and in respect of against, any and all losses incurred by the Buyersloss, which may be imposed onclaim, sustainedliability, incurred, expense or suffered by or assessed against the Buyers, directly or indirectly, other damage attributable to the extent relating to or arising out of (i) any liability for all Taxes (or the non-payment thereof) of the Company or with respect to the assets or activities of the and any Company Subsidiary for any taxable year or period that ends all Tax periods ending on or before (and including) the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed to end on and include the Closing DateDate of any Tax period that includes (but does not end on) the Closing Date (the "Pre-Closing Tax Period"), and (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for all Taxes of any Person (other than the Company) person imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignthe Company Subsidiary as a transferee or successor, state by contract or local pursuant to any law), rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, except however, that this Section 10.3 in the case of clauses (i) and (ii) above, the Shareholder shall not apply to Taxes be liable only to the extent that such Taxes would not have been incurred but exceed the amount, if any, reserved for Taxes on the Closing Balance Sheet and taken into account in determining the adjustment to Working Capital. The Shareholders shall reimburse Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for any Taxes of the Company or any Company Subsidiary that are the responsibility of the Shareholders pursuant to this Section 4.9 within thirty (30) business days after the later of payment of such Taxes by Buyer, the Company or any Company Subsidiary or the date Shareholders receive notice of such payment by Buyer, Company or Company Subsidiary; provided that, in the event that the Shareholders elect to contest any claim for Taxes and payment of such Taxes are not a condition of such contest, the Shareholders shall reimburse Buyer at the time of any determination (as defined in Section 1313 of the Code) with respect to such Tax. Amounts received by Buyer or the assets Company as refunds of Taxes indemnified against hereunder by the Shareholders shall be paid to the Shareholders within thirty (30) days of receipt of such amounts. (b) In the case of any Tax period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or activities measured by income or receipts of the Company and the Company Subsidiaries, or any employment, sales or use Taxes, for the Pre-Closing Tax Period shall be determined based on an interim closing of the Closing Datebooks as of the Close of Business, which shall include the effect of the deemed sale of assets as a result of the Section 338(h)(10) Election (and for a such purpose, the Tax period ending after of any partnership or other pass-through entity in which the Closing Date that are inconsistent with Company holds a beneficial interest shall be deemed to terminate at such time), and the Tax elections, Tax accounting, or Tax reporting amount of other Taxes of the Company and the Company Subsidiaries for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for a Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of including ad valorem tax payable during the Straddle Period that relate to the Pre-Closing Tax Period shall 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 without Date, and the prior written consent denominator of Seller (which consent may not be withheld, conditioned or delayed unreasonably).is the number of days in such Straddle Period. ARTICLE V

Tax Indemnification. Except for Taxes included as a Liability in Without limiting the determination obligations of Net Working Capital the Selling Stockholders under Section 2.3Paragraph 7.1, the Selling Stockholders agree to pay, and not paid over to the Seller in accordance with Section 10.4, the Seller shall jointly and severally indemnify the Buyers from Company and against its subsidiaries against, and in respect of any agree to hold the Company and all losses incurred by the Buyersits subsidiaries harmless from, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect which relate to the assets or activities of the Company for any taxable year or a period that which ends on or before the Closing Date andDate, with respect whether or not the Taxes were required to any Straddle Period, the portion of such Straddle Period deemed to end be paid on and include or before the Closing Date, (ii) any breach of or inaccuracy in except that the representations and warranties set forth in Section 4.7Selling Stockholders will not be required to pay, or (iii) indemnify the Company or any liability subsidiaries against, any Taxes for Taxes of any Person (other than the Company) imposed which an accrual is reflected on the Company as transferee, successor Balance Sheet or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate are attributable to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities operations of the Company on or any of its subsidiaries after March 31, 1999. The Company will permit the Closing Date) for a Stockholders Representative or persons designated by the Stockholders Representative to oversee the preparation of all Tax period ending Returns prepared after the Closing with regard to periods which end on or before the Closing Date that are inconsistent and to control all decisions as to elections which may be made on, or after discretionary decisions (including interpretations of requirements of applicable Tax laws or regulations) with regard to, those Tax Returns. The Buyer will cause the Company to cooperate with the Stockholders Representative in all reasonable ways in the preparation of Tax elections, Tax accounting, or Tax reporting of the Company for Tax Returns relating periods ending on or prior to before the Closing Date. The Company will bear the costs of preparing those Tax Returns, unless such elections but the Stockholders Representative will pay the costs of all persons it designates to assist in overseeing the preparation of those Tax Returns. If the Company or determinations any subsidiary is notified that any governmental authority intends to begin an audit or an administrative or judicial proceeding relating to Taxes for which the Company or the subsidiary intends to seek indemnification under this Paragraph, the Company or the subsidiary will promptly notify the Stockholders Representative that the audit or the administrative or judicial proceeding is going to take place and the Stockholders Representative may, if it elects to do so, control the audit, or the defense of the administrative or judicial proceeding, on behalf of the Company or the subsidiary. If, because the Company or a subsidiary makes any Tax periods ending payment for which it is indemnified under this Paragraph, the Company or a subsidiary becomes entitled to a refund or reduction of Taxes with regard to any other period (whether before or after the Closing Date are required by applicable Closing), any other type of Tax, or any Tax law or such elections or determinations for Tax periods ending on or prior in any other jurisdiction, the liability of the Selling Stockholders under this Paragraph will be limited to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, amount by which the procedures governing indemnification claims Taxes for which the Company or subsidiary is entitled to be indemnified under this section 10.3 shall be Paragraph exceed the same as set forth amount of the refunds or reductions in Section 9.4 and 9.8 (except that clauses (iii) and (iv) Taxes to which the Company or a subsidiary become, or will become, entitled because of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for the payment of Taxes for Straddle Period which the Company or a subsidiary is entitled to be indemnified under Section 10.2, Buyer shall not consent to any entry this Paragraph. If the amounts of judgment refunds or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may reductions in Taxes cannot be withhelddetermined with reasonable certainty, conditioned or delayed unreasonably)they will be estimated, based on the highest rate of Federal corporate income tax at the time the indemnification payment is due.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating that a Tax liability is accrued on the books of the Company and the Company Subsidiaries and taken into account in determining the Purchase Price pursuant to Section 2.3 hereof, each Seller shall jointly and severally indemnify the Company, the Company Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless from and against, any loss, claim, liability, expense, or arising out of other Damage attributable to (i) all Taxes (or the non-payment thereof) of any liability for Taxes of the Company or with respect to the assets or activities of the Company Subsidiaries for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); (ii) all Taxes arising out of a breach of the representations, warranties or covenants contained in Section 3.23; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company or the Company Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to end on and include the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local or foreign law or regulation; and (iiiv) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for all Taxes of any other Person (other than the CompanyCompany or the Company Subsidiaries) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignCompany Subsidiary as a transferee or successor, state by Contract or local law)pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 . Sellers shall not apply to reimburse Buyer for any Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date or any Company Subsidiary that are inconsistent with the Tax elections, Tax accounting, or Tax reporting responsibility of the Company for Tax periods ending on or prior Sellers pursuant to this Section 8.1 within ten Business Days of notice of payment of such Taxes from Buyer. Sellers’ obligations pursuant to this Article 8 shall not be subject to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as limitations set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Article 9.

Tax Indemnification. Except for Taxes included as a Liability In addition to the indemnification obligations set forth in Section 9.1 above, the determination of Net Working Capital under Section 2.3Effective Time Holders shall, based on the each Effective Time Holders Pro Rata Portion, severally, and not paid over to the Seller in accordance with Section 10.4jointly, the Seller shall indemnify the Buyers Acquiror Indemnified Persons from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to Damages without duplication resulting from or arising out of (ia) any liability for all Taxes (or the non-payment thereof) of the Company or with respect to the assets or activities of the any Company Subsidiary for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), the portion (b) all Taxes of such Straddle Period deemed any member of an affiliated, consolidated, combined or unitary group of which Company or any Company Subsidiary (or any predecessor of Company or any Company Subsidiary) is or was a member on or prior to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under pursuant to Treasury Regulation Section §1.1502-6 or any comparable provisions analogous or similar state, local, or non-U.S. law or regulation, (c) any and all Taxes of foreignany Person imposed on Company or any Company Subsidiary as a transferee or successor, state by contract or local law)pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; and (d) any Tax imposed under Section 965 of the Code; provided, except however, that this Section 10.3 in the case of clauses (a), (b), and (c) above, the Effective Time Holders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes on the Closing Balance Sheet. The Effective Time Holders shall reimburse Acquiror for any Taxes that are the responsibility of the Effective Time Holders within fifteen (15) Business Days after payment of such Taxes by Acquiror or the Company. The Threshold and the Cap shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to any Damages arising from the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as matters set forth in this Section 10.39.7; provided, the procedures governing indemnification claims in no event shall an Effective Time Holder be responsible for aggregate Damages under this section 10.3 Section 9.7 and Section 9.1(a) in excess of such Effective Time Holder’s Pro Rata Portion of the Merger Consideration; provided, however, that an Effective Time Holder shall be the same as set forth in Section 9.4 responsible for any and 9.8 (except all Damages that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement are a result of such Effective Time Holder’s Fraud or Willful Breach. To the extent that any Damages claimed in an Officer’s Certificate pursuant to this Section 9.7 overlaps with a claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably).Damages pursuant to

Tax Indemnification. Except for Taxes included as a Liability in (a) From and after the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4Closing, the Seller Shareholder shall indemnify indemnify, save and hold harmless the Buyers Buyer Indemnitees from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of against: (i) any all liability for Taxes of the Company and its Subsidiaries for all Pre-Closing Tax Periods; (ii) all Taxes of the Company and its Subsidiaries resulting from the Section 338(h)(10) Election, including all such Taxes of the Company and its Subsidiaries under Massachusetts General Laws chapter 63, section 32D; (iii) all Transfer Taxes; and (iv) without duplication of Section 10.2, any and all Losses arising out of, resulting from or incident to any breach by the Shareholder or the Company of any representation or covenant contained in Sections 3.8, 7.1 or this 7.2. (b) In the case of any Straddle Period: (i) real, personal and intangible property Taxes and any other Taxes levied on a per diem basis (“Per Diem Taxes”) of the Company and its Subsidiaries for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period (including the Closing Date) and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of the Company and its Subsidiaries (other than Per Diem Taxes) for any Pre-Closing Tax Period shall be computed as if such Tax Period ended as of the close of business on the Closing Date. (c) The Shareholder’s indemnity obligations in respect of Taxes for a Pre-Closing Tax Period, as determined pursuant to Section 7.2(a), shall initially be effected by the Shareholder’s payment to Buyer of the excess of (i) any such Taxes for a Pre-Closing Tax Period (as indicated by written notice from Buyer to the Shareholder) over (ii) (A) the amount of such Taxes with respect to the assets Company and its Subsidiaries paid by the Shareholder at any time plus (B) the amount of such Taxes paid or activities reserved for by the Company and its Subsidiaries on or prior to the Closing Date. Such excess shall be paid to Buyer in accordance with Section 10.7 within ten (10) days after written demand therefor is made by Buyer (but not earlier than five (5) days before the date on which the Taxes for the relevant Tax Period are required to be paid to the relevant Tax authority). In the case of a Tax that is contested in accordance with the provisions of Section 7.2(d), payment of the Company for Tax to the appropriate Tax authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Tax authority or court unless payment of the Tax is required as a condition to such contest. (d) If a claim shall be made by any taxable year or period that ends on or before Tax authority, which, if successful, might result in an indemnity payment to a Buyer Indemnitee pursuant to this Section 7.2, the Closing Date andBuyer Indemnitee shall promptly and in any event no more than twenty (20) days following the Buyer Indemnitee’s receipt of such claim, with give written notice to the Shareholder of such claim; provided, however, the failure of the Buyer Indemnitee to give such notices shall only relieve the Shareholder from his indemnification obligations hereunder to the extent he is actually prejudiced by such failure. With respect to any Straddle Period, the portion of such Straddle Period deemed Tax Claim relating to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods Period ending on or prior to the Closing Date, unless the Shareholder shall, upon his written confirmation of his obligation to indemnify the Buyer Indemnitees in full with respect to such elections or determinations Tax Claim, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) at his own expense; provided, however, that if the resolution of any portion of a Tax Claim would increase the Taxes of the Company and its Subsidiaries for a Tax periods ending Period after the Closing Date are required by applicable Date, the Shareholder shall give written notice to the Buyer, and the Buyer shall be entitled to control the proceedings taken in connection with such portion of such Tax law Claim. The Buyer shall control at its own expense all proceedings taken in connection with any Tax Claim relating to Taxes of the Company and its Subsidiaries for a Straddle Period and in connection with any Tax Claim relating to Taxes of the Company and its Subsidiaries for a Tax Period beginning after the Closing Date. A party shall promptly notify the other party if it decides not to control the defense or such elections or determinations settlement of any Tax Claim for a Tax periods Period ending on or prior to the Closing Date violate applicable which it is entitled to control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding without prejudice. No Tax Claim for which the Shareholder is obligated to indemnify the Buyer Indemnitees and in which the Buyer is entitled to control all proceedings may be settled without the written consent of the Shareholder, such consent not to be unreasonably withheld or delayed. The Buyer, the Shareholder, the Company and its Subsidiaries and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim in accordance with Section 7.1(b). The parties shall satisfy their indemnity obligations pursuant to this Section 7.2(d) within 10 days after a final determination (within the meaning of Section 1313(a) of the Code or analogous provisions of state, local or foreign Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(bthe relevant Tax is made. (e) shall The Buyer covenants that it will not apply). With respect to and will not cause or permit the Company or any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion Affiliate of the Straddle Period ending Buyer to (i) take any action on and including or after the Closing Date without other than in the ordinary course of business, which would result in any tax liability to the Shareholders, or (ii) make any election or deemed election on or after the Closing Date or amend any Tax Return of the Company on or after the Closing Date for the period prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)to the Closing Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination (i) Without duplication of Net Working Capital under Section 2.3, and not paid over any right to the Seller in accordance with Section 10.4recovery herein, the Seller Parties shall indemnify the Buyers and their Affiliates (including the Foreign Subsidiaries) (a “Tax Indemnified Buyer”) and hold them harmless from and against and in respect all Liability for (1) Taxes of any and Foreign Subsidiary for all losses incurred by Pre-Closing Taxable Periods (including the Buyersportion of the Straddle Period ending on the Closing Date), which may be (2) without duplication, Taxes imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or on a Tax Indemnified Buyer arising out of (i) any liability for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any a breach of representation or inaccuracy in the representations and warranties warranty set forth in Section 4.75.16, or a failure of any such representation or warranty to be true, or breach of a covenant or agreement set forth in this Section 7.7, (iii3) without duplication, any liability Liability for Taxes of any Person (other than the Company) imposed on the Company as transfereemember of any consolidated, successor combined or otherwise (including unitary or aggregate group of which any liability arising under Treasury Regulation Section 1.1502-6 Foreign Subsidiary is or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have has been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending member on or prior to the Closing Date, unless such elections including pursuant to Treasury Regulation Section 1.1502-6 (or determinations for any corresponding or similar provision of state, local or foreign Tax periods ending after Law), (4) any Taxes of any other Person imposed on any Foreign Subsidiary as a transferee or successor, by contract or otherwise, (5) any breach by the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to Seller Parties of the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as covenant set forth in Section 9.4 9.14, (6) without duplication, the India Tax Liability, (7) any Liability resulting from the failure by the Sellers or their Affiliates to comply with any bulk sales, bulk transfer or similar Laws with respect to the operation of the Business during any Pre-Closing Taxable Period (but specifically excluding any such Liability relating to the Transactions), (8) without duplication, any Taxes that are Excluded Liabilities, (9) without duplication, any Taxes resulting from any Affiliate Liability described in Section 7.3, including any Taxes attributable to the actions or arrangements effecting the transfer, extinguishment or termination of any Affiliate Liability as contemplated by Section 7.3, whether such actions or arrangements are undertaken prior to, on, or subsequent to, the Closing Date, but not including Taxes resulting from such actions or arrangements taken by the Buyers or their Affiliates which are not pursuant to a written request of, or consent by, a Seller Party or other Wilton Company, which consent shall not be unreasonably withheld, (10) without duplication, any taxes that are the responsibility of the Sellers pursuant to Section 2.4, and 9.8 (except that 11) all Liability for reasonable legal fees and expenses attributable to any item in clauses (iii1) through (10) of this paragraph (f); in each case, in excess of the amount of the Liability for Taxes that was included as a Current Liability in Closing Working Capital. Indemnification pursuant to this Section 7.7(f) shall be subject to the limitations set forth in Sections 8.3, 8.6 and 8.7 which are, by their terms, applicable to this Section 7.7(f), but shall not, for the avoidance of doubt, be subject to any other limitations set forth in Article 8. (ii) Without duplication of any right to recovery herein, the Buyers shall indemnify the Seller Parties and their Affiliates (a “Tax Indemnified Seller”) and hold them harmless from all Liability for (iv1) Taxes of Section 9.4(b) shall not apply). With respect to any audit or other proceeding the Foreign Subsidiaries for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for all Post-Closing Taxable Periods (including the portion of the Straddle Period ending on and including beginning after the Closing Date Date) other than with respect to a breach of any representation or warranty set forth in Sections 5.16(i), 5.16(k) or 5.16(l), or any claim arising under Sections 7.7(f)(i)(3), 7.7(f)(i)(4), 7.7(f)(i)(6), 7.7(f)(i)(8), 7.7(f)(i)(9), or 7.7(f)(i)(10), (2) any Taxes that are Assumed Liabilities, (3) without duplication, Taxes imposed on a Tax Indemnified Seller arising out of a breach of a covenants or agreement set forth in this Section 7.7, (4) any breach by the prior written consent Buyers of Seller the covenant set forth in Section 9.14, and (which consent may not 5) all Liability for reasonable legal fees and expenses attributable to any item in clauses (1) through (4) of this paragraph (f)(ii). Indemnification pursuant to this Section 7.7(f)(ii) shall be withheldsubject to the limitations set forth in Sections 8.3, conditioned or delayed unreasonably)8.6 and 8.7 but shall not, for the avoidance of doubt, be subject to any other limitations set forth in Article 8.

Tax Indemnification. Except for Taxes included as a Liability in (a) From the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4Post-Closing Indemnity Escrow Funds, the Seller Parent shall indemnify the Buyers be indemnified and held harmless from and against and in respect of against, any and all losses incurred by the Buyersloss, which may be imposed onclaim, sustainedliability, incurredexpense, or suffered by or assessed against the Buyers, directly or indirectly, other damage attributable to the extent relating to or arising out of (i) any liability all Taxes (or the non-payment thereof) of Company and its Subsidiaries for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends all Taxable periods ending on or before the Closing Date andand the portion through the end of the Closing Date for any Taxable Period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), with respect other than Taxes arising out of or relating to any Straddle Period[***]† Matter or arising as a result of the payment of Transaction Expenses or of The Xxxx Firm Payout Amount as contemplated by this Agreement, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Company or any of its Subsidiaries (or any predecessor of any of the portion of such Straddle Period deemed foregoing) is or was a member on or prior to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of foreignany Person (other than Company and its Subsidiaries) imposed on Company or any of its Subsidiaries as a transferee or successor, state by contract or local pursuant to any law), rule, or regulation, which Taxes relate to an event or transaction occurring before the ClosingClosing other than an event or transaction that is or that result from any [***]† Matter or the payment of Transaction Expenses or of The Xxxx Firm Payout Amount as contemplated by this Agreement. Notwithstanding the foregoing, except that any amounts owed to the Parent pursuant to this Section 10.3 10.02 shall not apply to Taxes be reduced by (A) any Tax refunds actually received by the Parent that relate to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company for the Pre-Closing Tax Period, (B) any Tax benefit actually realized by the Parent or the Company relating to the Pre-Closing Tax Period (or that could have been realized but for any reduction of any Tax benefit as a result of any [***]† Matter or as a result of the satisfaction of Transaction Expenses and The Xxxx Firm Payout Amount as contemplated by this Agreement) or due to compensation or other deductions arising out of the payment of Transaction Expenses (including but not limited to bonus, severance or other payments under the Separation and Release Agreements) and related Employment Taxes as contemplated by, and other amounts made in accordance with, Section 1.06 and the other provisions of this Agreement, whether or not such deductions relate to the Pre-Closing Tax Period, and (C) a one-time deductible of $50,000. (b) Parent will indemnify and hold harmless the Company and all Shareholder Indemnitees from and against, any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of Company and its Subsidiaries for all Taxable periods ending on the Closing Date) for a Tax period ending or after the Closing Date (“Post-Closing Tax Period”), (ii) all Taxes (or the non-payment thereof) arising out of or relating to any [***]† Matter or arising out of or relating to the payment of Transaction Expenses or of The Xxxx Firm Payout Amount as contemplated by this Agreement and (iii) any reduction in net operating loss or other change in or affect on any pre-Closing Period tax attribute that are inconsistent with results from any [***]† Matter or from the Tax elections, Tax accounting, manner of payment Transaction Expenses or Tax reporting of The Xxxx Firm Payout Amount (through the Company for Tax periods ending on or Transaction Expense and Merger Consideration Escrow Account as contemplated by this Agreement as compared to the treatment that would have applied had all Transaction Expenses and The Xxxx Firm Payout Amount been paid directly and in full immediately prior to the Closing DateClosing), unless such elections or determinations but only for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior this clause (iii), to the Closing Date violate applicable Tax law. Except as set forth extent that the tax items in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses clause (iii) and (ivbecause of being reduced) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for amount that Parent would be indemnified pursuant to Section 10.02(a) and only upon Parent being owed an indemnity pursuant to Section 10.02(a). † Certain confidential information contained in this document marked with [***] has been omitted and filed separately with the portion Securities and Exchange Commission pursuant to Rule 24b-2 of the Straddle Period ending on and including the Closing Date without the prior written consent Securities Exchange Act of Seller (which consent may not be withheld1934, conditioned or delayed unreasonably)as amended.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller 9.6.1.1 Sellers shall indemnify Purchaser and its Affiliates (including each Company and Subsidiary) and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from all liability for Excluded Taxes. Notwithstanding the Buyers foregoing, Sellers shall not indemnify and hold harmless Purchaser and its Affiliates (including each Company and Subsidiary) or any of their respective officers, directors, employees or agents, from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect attributable to the assets or activities of the Company for any taxable year or period that ends action taken on or before after the Closing Date andby Purchaser, with respect any of its Affiliates (including each Company and Subsidiary) or any transferee of Purchaser 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 any Straddle Perioda breach by Purchaser of its obligations under this Agreement. 9.6.1.2 Purchaser shall, the portion and shall cause each Company and Subsidiary to, indemnify Sellers and its Affiliates and each of such Straddle Period deemed to end on their respective officers, directors, employees, stockholders, agents and include the Closing Date, representatives and hold them harmless from (iii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any all liability for Taxes of each Company and Subsidiary for any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax taxable period ending after the Closing Date that are inconsistent with (except to the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to extent such taxable period began before the Closing Date, unless in which case Purchaser’s indemnity will cover only that portion of any such elections Taxes that are not for the Pre-Closing Tax Period), and (ii) all liability for Taxes attributable to a Purchaser Tax Act or determinations for Tax periods ending after to a breach by Purchaser of its obligations under this Agreement. 9.6.1.3 In the case of any taxable period that includes (but does not end on) the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior (a “Straddle Period”): 9.6.1.3.1 real, personal and intangible property Taxes (“Property Taxes”) of each Company and Subsidiary allocable to the Pre-Closing Date violate applicable Tax law. Except as set forth in this Section 10.3Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the procedures governing indemnification claims under this section 10.3 shall be numerator of which is the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) number of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of days during the Straddle Period ending that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and 9.6.1.3.2 the Taxes (other than Property Taxes) of each Company and Subsidiary allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Effective Time on and including the Closing Date without Date, applying all exemptions, allowances or deductions (including, but not limited to, depreciation and amortization deductions) applicable to such Pre-Closing Tax Period applied on an annual basis shall be allocated between the prior written consent periods in proportion to the number of Seller (which consent may not be withheld, conditioned or delayed unreasonably)days in each period.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the (a) The Seller shall indemnify the Buyers Buyer, its Affiliates and the Buyer Subsidiaries and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of against: (i) any liability for Taxes taxes (including without limitation 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 the Company or any of its Subsidiaries) of the Company or with respect to and the assets or activities of the Company Subsidiaries for any all taxable year or period that ends periods ending on or before the Closing Date and(the "Pre-Closing Tax Period") and for the portion of any taxes (including without limitation 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 the Company or any of its Subsidiaries) of the Company and the Subsidiaries for any Straddle PeriodPeriod (as defined in Section 7.1(c)) that is allocated (pursuant to Section 7.1(c)) to the Pre-Closing Tax Period (such liabilities collectively, the portion of such Straddle Period deemed to end on and include the "Pre-Closing Date, Tax Liabilities"); (ii) any breach of or inaccuracy in the representations liability for Conveyance Taxes; and warranties set forth in Section 4.7, or (iii) all taxes arising out of a breach or inaccuracy of any representation or warranty contained in Section 3.15. Notwithstanding the foregoing, the Seller shall not indemnify or hold harmless the Buyer, its Affiliates or the Buyer Subsidiaries from or against any liability for Taxes taxes attributable to a breach by the Buyer of any Person its obligations under this Agreement. (other than b) The Buyer shall indemnify the Company) imposed on Seller, its Affiliates and the Company as transferee, successor or otherwise (including Seller Subsidiaries and hold them harmless from and against any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities taxes of the Company on and the Closing Date) Subsidiaries for a Tax any taxable period ending after the Closing Date (except with respect to a Straddle Period, in which case the Buyer's indemnity will cover only taxes that are inconsistent with not Pre-Closing Tax Liabilities). Notwithstanding the Tax electionsforegoing, Tax accountingthe Buyer shall not indemnify or hold harmless the Seller, its Affiliates or Tax reporting the Seller Subsidiaries from or against any liability for taxes attributable to a breach by the Seller of its obligations under this Agreement. (c) In the case of any taxable period that includes but does not end on the Closing Date (a "Straddle Period"), taxes of the Company and the Subsidiaries for the Straddle Period (i) shall be computed as if the Company and the Subsidiaries had not been included in a consolidated, combined or unitary tax return with the Seller or any other corporation, but rather, as if the Company and the Subsidiaries had filed a consolidated, combined or unitary tax return as a separate affiliated group to the extent that filing in such manner would have been allowed by the applicable taxing authority if the Seller had not owned any of the stock of the Company, or, to the extent that filing in such manner would not have been allowed by the applicable taxing authority, on an entity-by-entity basis, and otherwise consistent with past practice, and (ii) shall be allocated to the Pre-Closing Tax periods ending on or prior to Period using an interim-closing-of-the-books method assuming that such taxable period ended at the close of the Closing Date, unless except that (X) exemptions, allowances or deductions that are calculated on an annual basis (such elections as the deduction for depreciation) shall be apportioned on a per-diem basis and (Y) real property, personal property, intangibles and other similar taxes shall be allocated in accordance with the principles of Section 164(d) of the Code. (d) Notwithstanding anything in this Agreement to the contrary, the Seller shall have no liability under this Agreement in respect of taxes of the Company or determinations for Tax periods ending any of the Subsidiaries which are attributable to any action of the Buyer or any of its Affiliates (including, without limitation, the Company or any of the Subsidiaries) that occurs after the Closing (whether on the Closing Date or otherwise) other than (i) any such action to the extent required by law, (ii) any such action that occurs after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, extent permitted by law provided that the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without have obtained the prior written consent of Seller (the Seller, which consent may shall not be withheld, conditioned unreasonably withheld or delayed unreasonably)(iii) any such action expressly contemplated by this Agreement.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over In addition to the Seller indemnification obligations set forth in accordance with Section 10.48.2 above, but subject to Section 8.29(d), the Seller Target shall indemnify the Buyers Acquiror Indemnified Persons and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to Damages resulting from or arising out of (ia) any liability for all Taxes (or the non- payment thereof) of the Company or with respect to the assets or activities of the Company Target for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target (or any predecessor Target) is or was a member on or prior to end on and include 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 (iic) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for all Taxes of any Person (other than the CompanyTarget) imposed on the Company Target as transfereea transferee or successor, successor by contract or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local applicable law), which Taxes relate to result from an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes except, in each case, to the extent of Taxes reflected as a liability on the Balance Sheet and except to the extent of any Taxes attributable to the breach by Acquiror (or any of its Affiliates) of Section 6.6. Target Stockholders shall reimburse Acquiror for any Taxes that are the responsibility of Target Stockholders within fifteen (15) Business Days after payment of such Taxes would not have by Acquiror or the Target. The tax indemnification provided under this Section 8.10 shall survive until the date that is sixty (60) calendar days following the expiration of the applicable statute of limitations (and thereafter until resolved if a claim in respect thereto has been incurred but for the Buyer or its Affiliates (including the Companymade prior to such date) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to such matters. For the assets avoidance of doubt Target shall not indemnify Acquiror for any Taxes of Target arising in any taxable period (or activities of the Company portion thereof) that begins on the Closing Date) for a Tax period ending or after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting any Taxes of the Company for Tax periods ending on Acquiror or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) any of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)its Affiliates.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3(a) Seller and each Seller Owner shall, jointly and not paid over to the Seller in accordance with Section 10.4severally, the Seller shall indemnify the Buyers Purchaser Indemnified Persons and hold them harmless from and against and in respect of against, any and all losses incurred by the Buyersloss, which may be imposed onclaim, sustainedliability, incurredexpense, or suffered by or assessed against the Buyers, directly or indirectly, other damage attributable to the extent relating to or arising out of (i) any liability for all Taxes (or the non-payment thereof) of the Company or with respect to the assets or activities of the Company Parties for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Parties (or any predecessor of any of the foregoing) is or was a member on or prior to end on and include the Closing Date, (ii) including pursuant to Treasury Regulation §1.1502-6 or any breach of analogous or inaccuracy in the representations and warranties set forth in Section 4.7similar state, local, or non-U.S. law or regulation, and (iii) any liability for and all Taxes of any Person (other than the CompanyCompany Parties) imposed on the Company Parties as transfereea transferee or successor, successor by contract (other than (x) any contract solely among the Company Parties and (y) any credit or otherwise (including other commercial contract or agreement the principal purpose of which does not relate to Taxes) or pursuant to any liability arising under Treasury Regulation Section 1.1502-6 law, rule, or any comparable provisions of foreign, state or local law)regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, except however, that this in the case of clauses (i), (ii), and (iii) above, Seller and Seller Owners shall be liable (jointly and severally) only to the extent that such Taxes exceed the sum of the Tax Reserve and the amount of any refund or credit of Taxes described in the proviso to the first sentence of Section 10.3 shall not apply 5.03(f) to Taxes which Purchaser or the Company Parties are entitled (to the extent such refund or credit is not already accounted for in the Tax Reserve). Notwithstanding any other provision of this Agreement, in calculating the Taxes would for which Seller and Seller Owners, on the one hand, and Purchaser and the Company Parties, on the other hand, are responsible for pursuant to Section 8.04(a) and Section 8.04(b), any items of income and gain that arise after the Closing on the Closing Date and that are not have been incurred but in the ordinary course of business of the Company Parties shall be deemed to arise on the day immediately succeeding the Closing Date. Seller and Seller Owners shall reimburse Purchaser for any Taxes of the Buyer Company Parties that are the responsibility of Seller and Seller Owners pursuant to this Section 8.04(a) within fifteen (15) Business Days after payment of such Taxes by Purchaser or its Affiliates the Company Parties. (including b) Purchaser and the CompanyCompany Parties shall, jointly and severally, indemnify and hold harmless Seller and Seller Indemnified Persons from and against any Taxes of the Company Parties (x) making for any Post-Closing Tax electionsPeriod or, Tax accountingto the extent that the responsibility for such Taxes is allocable to Purchaser under Section 8.04(c), for any Straddle Period, or Tax reporting determinations (y) arising from any action taken by Purchaser or any Company Party on the Closing Date (after the Closing) that is not in the ordinary course of business. (c) For purposes of this Agreement, including in determining the amount of Taxes for which Seller or Purchaser is responsible under Section 8.04(a) or Section 8.04(b): (i) In the case of any Taxes based on the income or receipts of the Company (or Parties that are payable with respect to the assets or activities of the Company a taxable period that includes but does not end on the Closing Date) for Date (each, a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3“Straddle Period”), the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement portion of such claim that would increase the Tax liability for Taxes allocable to (x) the portion of the Straddle Period ending on or before the Closing Date (for which Seller shall be responsible under Section 8.04(a)) and (y) the portion of the Straddle Period beginning on the day next succeeding the Closing Date (for which Purchaser shall be responsible under Section 8.04(b)) shall be determined on the basis of a deemed closing at the end of the Closing Date of the books and records of the Company Parties. (ii) In the case of any Taxes (other than Taxes covered by clause (A) above) of the Company Parties that are payable with respect to a Straddle Period, the portion of such Taxes allocable to the portion of such period ending on or before the Closing Date (for which Seller shall be responsible under Section 8.04(a)) shall be equal to the product of such Taxes multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the beginning of the Straddle Period through and including the Closing Date without and the prior written consent denominator of Seller which is the number of days in the entire Straddle Period, and the remaining such Taxes shall be allocable to the portion of the Straddle Period beginning on the day next succeeding the Closing Date (for which consent may not Purchaser shall be withheld, conditioned or delayed unreasonablyresponsible under Section 8.04(b).

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3The Shareholders shall, jointly and not paid over to the Seller in accordance with Section 10.4severally, the Seller shall indemnify the Buyers Buyer and its Affiliates and hold them harmless from and against and in respect of without duplication, any and all losses incurred by the Buyersloss, which may be imposed onclaim, sustainedliability, incurredexpense, or suffered by or assessed against the Buyers, directly or indirectly, other damage attributable to the extent relating to or arising out of (i) any liability all Taxes (or the non-payment thereof) of Target for Taxes of the Company or with respect to the assets or activities of the Company for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target (or any predecessor of any of the foregoing) is or was a member on or prior to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions analogous or similar Law, and (iii) any and all Taxes imposed on Target as a transferee or successor or by contract, by reason of foreign, state or local law), which Taxes relate to an event or transaction involving Target occurring on or before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after . Buyer shall indemnify the Closing Date that are inconsistent with the Tax electionsShareholders and hold them without duplication, Tax accountingany loss, claim, liability, expense, or Tax reporting other damage attributable to all Taxes (or the non-payment thereof) of the Company Target for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax all taxable periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to and the portion after the end of the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 for any taxable period that includes (except that clauses (iiibut does not end on) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without ("Post-Closing Tax Period"). Buyer shall also indemnify the prior written consent Shareholders from and against any loss, claim, liability expense, or other damage attributable to all Taxes (or the nonpayment thereof) resulting from any transaction involving Target taking place after the Closing Date that is outside the Ordinary Course of Seller Business. The contest mechanism described in Section 10.3 hereof shall also be applicable to contests for Taxes under this Section 11. 1. The Shareholders shall reimburse Buyer for any Taxes of Target which are the responsibility of the Shareholders pursuant to this Section 11.1 within ten (10) Business Days after payment of such Taxes by Buyer or Target. Buyer shall reimburse Shareholder for any Taxes of Target which consent may not be withheld, conditioned or delayed unreasonably)are the responsibility of Buyer pursuant to this Section 11.1 within ten (10) Business Days after payment of such Taxes by the Shareholders.

Tax Indemnification. Except for Taxes included as a Liability in the determination (a) Notwithstanding any other provisions of Net Working Capital under Section 2.3, and not paid over this Agreement to the Seller in accordance with Section 10.4contrary, the Seller Foods shall be liable for and shall indemnify the Buyers Vail and its affiliates and hold them harmless for, from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any all liability for Taxes of Ralsxxx xxx any of its subsidiaries (except as provided in Section 10.5(d) and the Company or with respect to the assets or activities of the Company immediately following paragraph) for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date (the "Pre-Closing Tax Periods"), including, without limitation, any liability for Taxes imposed upon Ralsxxx xxxsuant to Treasury Regulation " 1.1502-6 (and any comparable provision under applicable state or local law) as a result of being a member of any Affiliated Group or any combined or unitary group, and (ii) any liability for Taxes attributable to a breach by Foods of its obligations under this Agreement. (b) Vail shall indemnify Foods and its affiliates and hold them harmless for, from and against all liability for Taxes of Ralsxxx xxx any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case Vail's indemnity will, other than for Taxes described in Section 10.5(a)(ii), cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period). (c) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Taxes of Ralsxxx xxx the Pre-Closing Tax Period shall be computed as if such taxable period ended on and included the Closing Date. (d) Foods shall not be liable for and shall not indemnify Vail and its affiliates for, from and against all liability for Taxes, other than Income Taxes, for the Pre-Closing Period (i) payment of which on a timely basis would be made with an original Tax Return filed by Ralsxxx xxxer the Closing Date and (ii) computation thereof is made in a manner consistent with the prior written consent and customary accounting practice of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Ralsxxx.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3(a) Sellers shall jointly and severally indemnify Buyer Indemnified Parties, defend and hold Buyer Indemnified Parties harmless from and against, and not paid over pay and reimburse Buyer Indemnified Parties for all Losses resulting from or attributable to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for and all Taxes (or the nonpayment thereof) of the Company (including pursuant to Code § 6225 or with respect to the assets analogous provision of U.S. state, local or activities of the Company non-U.S. Law) for any taxable year or period that ends all Taxable periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of the Closing Date of any Taxable period that includes (but does not end on) the Closing Date (each such Straddle Period deemed to end on Taxable period or portion thereof, a “Pre-Closing Tax Period”) whether or not such Taxes are due and include payable as of the Closing Date, (ii) any breach and all Taxes of any member of an Affiliated Group of which the Company (or inaccuracy in any predecessor of the representations and warranties set forth in Section 4.7Company) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.15026 (or any analogous or similar state, local or foreign Law), (iii) any liability for and all Taxes of any Person (other than the Company) imposed on the Company as transfereea transferee or successor, successor by Contract or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law)Law, which Taxes relate to an event or transaction occurring before the Closing, except that (iv) any and all Taxes required to be paid by Sellers pursuant to Section 8.5, (v) any and all Taxes required to be deducted and withheld from payments to or for the benefit of Sellers under this Section 10.3 shall not apply to Taxes Agreement or the Escrow Agreement, to the extent such Taxes would are not have been deducted and withheld, (vi) all out-of-pocket costs incurred but for the by Buyer Indemnified Parties in preparing, or its Affiliates (including the Company) making Tax electionscausing to be prepared, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting Returns of the Company for Tax periods any Taxable period ending on or prior to before the Closing Date, unless such elections and (vii) one-half of all out-of-pocket costs incurred by Buyer Indemnified Parties in preparing, or determinations causing to be prepared, Tax Returns of the Company for Tax periods ending after any Straddle Period; provided, however, that in the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior case of clause (i) of this Section 8.1, Sellers shall be liable only to the Closing Date violate applicable Tax lawextent that such Taxes exceed the amount, if any, of such Taxes included as a current Liability in calculating Net Working Capital, as finally determined pursuant to Section 2.3 and Section 2.4. Except as set forth in The indemnification under this Section 10.3, 8.1 shall not be subject to the procedures governing indemnification claims under this section 10.3 shall be the same as limitations set forth in Section 9.4 and 9.8 7.4 or elsewhere in this Agreement. Sellers shall pay Buyer for any Taxes that are the responsibility of Sellers pursuant to this Section 8.1 within three days of Buyer’s delivery to Sellers’ Representative of a written request for payment thereof. (except b) In the case of any Taxable period that clauses includes (iiibut does not end on) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without (a “Straddle Period”), the prior written consent amount of Seller any Taxes based on or measured by income, receipts, gains, gross margin, employment, sales or use for such Straddle Period that relates to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Taxable period of any partnership or other passthrough entity shall be deemed to terminate at such time), and the amount of other Taxes for such Straddle Period which consent may relates to the PreClosing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Taxable period beginning on the first day of the Taxable period and ending on the Closing Date and the denominator of which is the number of days in the Taxable period (excluding from the numerator and the denominator, in the case of real and personal property Taxes all days on which the property that is the subject of such Tax was not be withheld, conditioned or delayed unreasonablyowned by the Company).

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Company, its Subsidiaries, Buyer, and each Buyer Party and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for all Taxes (or the non-payment thereof) of the Company or with respect to the assets or activities of the Company and its Subsidiaries for any taxable year or period that ends all Taxable periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed to end on and include the Closing DateDate for any Taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), but excluding for purposes of this clause (i) any Taxes described in clause (ii) below, (ii) any breach Taxes with respect to the Spin-Off Agreement and the transactions contemplated thereby or in this Agreement with respect to the divestiture, distribution or sale of the Excluded Businesses, and Taxes otherwise attributable or inaccuracy in relating to the representations and warranties set forth in Section 4.7Excluded Businesses, or (iii) any liability for and all Taxes of any Affiliated Group, including pursuant to Treasury Regulation §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 CompanyCompany and its Subsidiaries) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignits Subsidiaries as a transferee or successor, state by contract or local pursuant to any law), rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, except however, that this Section 10.3 shall not apply to Taxes to in the extent such Taxes would not have been incurred but for the Buyer or its Affiliates case of clauses (including the Company) making Tax electionsi), Tax accounting(ii), or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) above, the Seller shall be liable only to the extent that such Taxes are in excess of Section 9.4(bthe amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Statement and taken into account in determining the Purchase Price; and provided further that Seller shall not apply). With have any liability under clauses (i) and (iv) above unless the sum of (x) the aggregate amount of all Taxes described in clauses (i) and (iv) above and (y) the aggregate of all Losses with respect to the representations and warranties in Section 5.22 (Tax Matters) pursuant to Section 8.2(a) above for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $50,000 and then Seller shall only be liable for all such Taxes and Losses in excess of the $50,000 deductible amount. Seller shall reimburse Buyer for any audit or other proceeding for Taxes for Straddle Period under which are the responsibility of Seller pursuant to this Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement 8.11 (a) within fifteen (15) business days after payment of such claim that would increase Taxes by Buyer, the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheldCompany, conditioned or delayed unreasonably)its Subsidiaries.

Tax Indemnification. Except for Taxes included as a Liability in If the determination of Net Working Capital under Section 2.3Closing occurs, and not paid over each Offshore Seller, solely with respect to the Seller Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I, severally in accordance with the percentage of Blocker Shares owned by such Offshore Seller in such Blocker Corporation and not jointly, shall indemnify, defend, and hold harmless the Buyer Indemnified Parties (as defined in Section 10.4, the Seller shall indemnify the Buyers 8.2) from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, Losses (as defined in Section 8.2) asserted against or suffered by or assessed against the Buyersany Buyer Indemnified Party relating to, directly or indirectlyresulting from, to the extent relating to or arising out of of: (i) any liability for Taxes of imposed on the Company or with respect to the assets or activities of the Company Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I for any taxable year Pre-Closing Period or period the portion of any Straddle Period that ends on or before the Closing Date and, with respect (as determined pursuant to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, Section 7.4); (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I under Treasury Regulation Regulations Section 1.1502-6 (or any comparable provisions corresponding provision of foreignstate, state local or local foreign law)) as a result of being a member of any federal, which Taxes relate to an event or transaction occurring before the Closingstate, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accountinglocal, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax electionsforeign consolidated, Tax accountingunitary, combined, or Tax reporting of the Company for Tax periods ending similar group on or prior to the Closing Date; and (iii) any Taxes imposed on the Blocker Corporation set forth opposite of such Offshore Sellers’ name on Schedule I with respect to any Person (other than such Blocker Corporation) imposed on such Blocker Corporation for any taxable period as a transferee or successor by applicable Law, unless Contract or otherwise (excluding any lease, loan, or similar commercial agreement the principal purpose of which is unrelated to Taxes), where the liability of such elections Blocker Corporation for such Taxes is attributable to a transaction occurring on or determinations for Tax periods ending before the Closing Date other than any transaction occurring on the Closing Date after the Closing Date are required by applicable Tax law has occurred. For the avoidance of doubt, no Offshore Seller shall have any indemnification obligation under this Section 7.3(e) for any Losses relating to, resulting from, or such elections or determinations for Tax periods ending arising out of any Taxes imposed on or prior to any Blocker Corporation other than the Closing Date violate applicable Tax law. Except as Blocker Corporation set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of opposite such claim that would increase the Tax liability for the portion of the Straddle Period ending Offshore Seller’s name on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably).Schedule I.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the The Seller in accordance with Section 10.4, the Seller Parties shall indemnify the Buyers Acquired Entities, the Buyer, and each Buyer Indemnified Party and hold them harmless, on a joint and several basis, from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect Loss attributable to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth any representation or warranty made in Section 4.73.13; (ii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Section 6.2; (iii) any liability all Taxes of the Acquired Entities or relating to the business of the Acquired Entities for all Pre-Closing Tax Periods; (iv) all Taxes of any Person member of an affiliated, consolidated, combined or unitary group of which the any Acquired Entity (other than or any predecessors thereof) is or was a member on or prior to the Company) imposed on the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law)Law; (v) any and all Taxes of any person imposed on any Acquired Entity arising under the principles of transferee or successor liability or by contract, which Taxes relate relating to an event or transaction occurring on or before the ClosingClosing Date and (vi) the employer portion of any employment Taxes owed with respect to any compensatory payments made pursuant to this Agreement or the Transaction Documents; provided, except however, that this Section 10.3 the Seller Parties shall not apply be liable for, nor shall be required to Taxes to indemnify the extent such Taxes would not have been incurred but for Acquired Entities, the Buyer or its Affiliates any Buyer Indemnified Party or hold them harmless from and against (including the Companyx) making Tax electionsTaxes that arise from or in connection with any event, Tax accounting, election or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company transaction on the Closing Date) for a Tax period ending Date after the Closing Date effected by an Acquired Entity, Buyer or any of Buyer’s Affiliates which are not in the ordinary course of business or contemplated by this Agreement (“Buyer Taxes”) or (y) Transfer Taxes that are inconsistent with the Tax elections, Tax accounting, or Tax reporting Buyer is responsible to pay pursuant to Section 6.2(a). In each of the Company for Tax periods ending on or prior to the Closing Dateabove cases, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax lawLosses shall include any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Except as set forth in otherwise provided herein, the Seller Parties shall reimburse the Buyer for any Taxes of the Acquired Entities that are the responsibility of Seller Parties pursuant to this Section 10.3, 6.2(f) within ten Business Days after the procedures governing indemnification claims under this section 10.3 shall be later of (i) the same as set forth in Section 9.4 and 9.8 date such Taxes are due or (except that clauses (iiiii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement payment of such claim that would increase Taxes by Buyer or the Tax liability for Acquired Parent Entities to the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)applicable Taxing Authority.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller (a) Zinger shall indemnify the Buyers West and West/Delaware and hold them harmless from and against and in respect of against, without duplication, any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, Losses attributable to the extent relating to or arising out of (i) any liability for all Taxes (or the non-payment thereof) of the Company or with respect Company, the Subsidiary and Medimop USA (including, but not limited to, Taxes related to the assets or activities of the Company “Approved Enterprise” approvals) for any all taxable year or period that ends periods ending on or before the Initial Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed to the Initial Closing Date for any taxable period that includes (but does not end on and include on) the Closing DateDate (“Pre-Closing Tax Period”), (ii) all Taxes of any breach member of an affiliated, consolidated, combined or inaccuracy in unitary group of which the representations and warranties set forth in Section 4.7Company, the Subsidiary or Medimop USA (or any predecessor of any of the foregoing) is or was a member on or prior to the Initial Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any liability for and all Taxes of any Person person (other than the Company, the Subsidiary or Medimop USA) imposed on the Company Company, the Subsidiary or Medimop USA as transfereea transferee or successor, successor by contract or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 law, rule, or any comparable provisions of foreign, state or local law)regulation, which Taxes relate to an event or transaction occurring before the Initial Closing; provided, except however, that this Section 10.3 in the case of clauses (i), (ii), and (iii) above, Zinger shall not apply to Taxes be liable only to the extent that such Taxes would exceed the amount, if any, of such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) reflected in the final determination of Net Assets on the Final Net Assets Statement. Zinger shall reimburse the Company, the Subsidiaries and Medimop USA for any Taxes that are the responsibility of Zinger pursuant to this Section 9.8 within fifteen (15) Business Days after payment of such Taxes by the Company, the Subsidiaries or Medimop USA . (b) In order appropriately to apportion any Taxes relating to a period that includes the Initial Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Initial Closing Date as the last day of a taxable period of the Company, the Subsidiary or Medimop USA (a “Short Period”). In any case where applicable law does not have been incurred but permit the Company to treat the Initial Closing Date as the last day of a Short Period, then for the Buyer or its Affiliates (including purposes of this Agreement, the portion of each Tax that is attributable to the operation of the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company period which would have qualified a s a Short Period if such election had been permitted by applicable law (an “Interim Period”) shall be (i) in the case of a Tax that is a real property, personal property or ad valorem tax, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and the denominator of which is the total number of days in such period, and (ii) in the case of other Taxes, the Tax that would be due with respect to the assets or activities Interim Period if such Interim Period were a Short Period determined based upon an interim closing of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)books.

Tax Indemnification. Except for Taxes included as a Liability in (i) The Buyer Tax Group and the determination of Net Working Capital under Section 2.3Company shall indemnify, defend and not paid over hold harmless the Sellers, at any time after the Closing and prior to the Seller in accordance with Section 10.4third anniversary of the Closing Date, the Seller shall indemnify the Buyers from and against and in respect of (x) any and all losses incurred by the Buyerspenalties, which may be imposed on, sustained, incurred, additions to Tax or suffered by or assessed against the Buyers, directly or indirectly, interest to the extent relating resulting from any failure of Buyer and the Company or any of its Subsidiaries to provide records or arising out other information regarding Taxes with respect to the Company or any of its Subsidiaries in a timely manner to the extent that such records or other information was delivered to the Buyer or was in the possession of any member of the Buyer Tax Group, the Company or its Subsidiaries and (iy) any liability for Taxes of the Company or any of its Subsidiaries acquired by Buyer at the time of acquisition of the Common Stock for any taxable period ending after the Closing Date except in the case of Straddle Periods, the Buyer's Tax Group and the Company's indemnity will cover only that portion of any such Taxes that is not attributable to the portion of such Straddle Period that ends on the Closing Date. (ii) Except as provided in Section 8.4 hereof, each Seller shall indemnify, defend and hold harmless the Buyer Tax Group, at any time after the Closing and prior to the third anniversary of the Closing Date, from and against (x) such Seller's Allocable Portion of any Loss resulting from a breach by the Sellers of the representations and warranties in Section 3.9 and (y) such Seller's Allocable Portion of any liability for (A) Taxes imposed on the Company or any of its Subsidiaries (including any Taxes pursuant to Treasury Regulation Section 1.1502-6 or any similar state, local or foreign law or regulation with respect to the assets or activities taxable income of the any member of Company Tax Group) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on Date; and include the Closing Date, (iiB) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company or any of its Subsidiaries as a successor or transferee, successor by contract or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 law, rule or any comparable provisions of foreign, state or local law)regulation, which Taxes relate to an any event or transaction occurring before the Closing. (iii) With respect to each Seller, except that the aggregate amount of (x) such Seller's Allocable Portion of the aggregate disbursements to the Buyer Parties from the Escrow Fund in respect of the indemnification provided in this Section 10.3 11.3(d) and (y) all payments made by such Seller or behalf of such Seller in satisfaction of claims for indemnification pursuant to this Section 11.3(d), shall not apply to Taxes exceed such Seller's Allocable Portion of $10,000,000 (the "Tax Cap") it being understood and agreed that the Tax Cap is separate from and in addition to the extent such Taxes would not have been incurred but for Cap). Notwithstanding anything to the contrary in this Agreement, the indemnification rights provided in Section 11.3(d) of this Agreement shall be the sole and exclusive remedy of the Buyer or its Affiliates (including Tax Group and the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or Buyer Parties with respect to any disputes, claims, actions or other matters arising out of or related to the assets or activities matters that are indemnified under Section 11.3(d) of this Agreement. (iv) The indemnification provided by each Seller in this Section 11.3(d) shall be limited by and subject to the provisions of Section 11.2(b)(iii) through (vii). (v) The indemnification provided by the Buyer Tax Group and the Company in this Section 11.3(d) to the Sellers is subject to the following limitation: the aggregate amount of all payments made by the Buyer and the Company in satisfaction of claims for indemnification pursuant to Section 11.3(d) shall not exceed $10,000,000. For purposes of clarity the parties intend that this tax cap is separate from and in addition to the cap for non-tax matters referred to in Section 11.2(b)(i). (vi) In determining the responsibility of the Company Sellers and the Buyer Tax Group for Taxes attributable to any Straddle Period, Taxes based upon or related to gross or net income or receipts shall be apportioned on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting basis of an interim closing of the Company for Tax periods ending on or prior to books as of the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 and all other Taxes shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending prorated on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)a daily basis.

Tax Indemnification. Except for Taxes included as a Liability in (a) Effective at and after the determination Closing and subject to the other provisions of Net Working Capital under this Article 12, (except Section 2.312.3), Seller hereby indemnifies Buyer and its Affiliates, and not paid over their respective successors and assigns, against, and agrees to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from defend and against and in respect hold each of them harmless for any and all damages, penalties, fines, costs, losses and expenses (including reasonable legal fees and expenses in connection with any action, suit or proceeding, including amounts paid in settlement) imposed upon or actually incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by Buyer or assessed against its Affiliates, including the Buyers, directly or indirectlyCombined Companies, to the extent relating to such amounts are in connection with, resulting from or arising out of any: (i) any liability for income Taxes imposed exclusively on Seller (including Taxes imposed on the sale of the Company or with respect Shares pursuant to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, this Agreement); (ii) liability of any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability Combined Companies for unpaid Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 (or any comparable provisions similar provision of foreignstate, state local, or local foreign law), which Taxes relate to an event ) for any Tax Period ending on or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Closing Date; and (iii) Taxes for any Pre-Closing Tax Period to the extent that Taxes for such Taxes would Pre-Closing Tax Period have not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the paid by such Combined Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date; provided, unless such elections however, that Seller shall have no liability under this Section 12.4 for: (A) more than 50% of any Transfer Taxes; (B) any Taxes included in calculating the Working Capital or determinations for Tax periods ending Post Closing Accounting Adjustments; or (C) any Taxes arising on the Closing Date but after the Closing Date that arose as a result of actions of Buyer or its Affiliates, including the Combined Companies, other than in the Ordinary Course of Business. (b) Effective at and after the Closing and subject to the other provisions of this Article 12, Buyer hereby indemnifies Seller and its Affiliates, and their respective successors and assigns, against, and agrees to defend and hold each of them harmless for any and all damages, penalties, fines, costs, losses and expenses (including reasonable legal fees and expenses in connection with any action, suit or proceeding, including amounts paid in settlement) imposed upon or actually incurred or suffered by Seller or its Affiliates to the extent such amounts are required by applicable in connection with, resulting from or arising out of any: (i) Taxes not attributable to a Pre-Closing Tax law or such elections or determinations for Tax periods ending Period; and (ii) Taxes arising on or prior to the Closing Date violate applicable Tax law. Except but after the Closing that arose as set forth a result of actions of Buyer or its Affiliates, including the Combined Companies, other than in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses Ordinary Course of Business; and (iii) Transfer Taxes exceeding the 50% thereof for which Seller is responsible pursuant to Section 10.2(d). (c) Buyer and Seller agree that any payments made pursuant to this Section 12.4 shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by Applicable Law. (ivd) For purposes of this Section 9.4(b) shall not apply). With respect to any audit or other proceeding for 12.4, the amount of Taxes for a Straddle Period under Section 10.2, Buyer shall not consent that are allocable to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending that is included in a Pre-Closing Tax Period shall be determined as follows: (y) in the case of real property Taxes, personal property Taxes and similar ad valorem Taxes and Taxes on capital, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and including the denominator of which is the number of calendar days in the entire Straddle Period, and (z) in the case of all other Taxes, determined as though the taxable year of the relevant Combined Company terminated at the close of business on the Closing Date without except that deductions for depreciation and comparable Tax items for the prior written consent of Seller (which consent may not Straddle Period shall be withheld, conditioned or delayed unreasonably)allocated to the Pre-Closing Tax Period on a per diem basis.

Tax Indemnification. Except for Taxes included as a Liability (a) Notwithstanding anything in the determination of Net Working Capital under Section 2.3, and not paid over this Agreement to the Seller in accordance with Section 10.4contrary, the Seller Parent and Seller, jointly and severally, shall indemnify the Buyers Buyer Indemnitees and hold them harmless from and against and in respect of pay or reimburse the Buyer Indemnitees for, any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to Losses resulting from or arising out of of: (i) any all liability for Taxes of the Company or with respect to the assets or activities Seller and any of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax all taxable periods ending on or prior to the Closing Date violate applicable and the portion of any Straddle Period ending on (and including) the Closing Date ("Pre-Closing Tax Period"), including, without limitation, any liability for Taxes imposed with respect to Holdco and its Subsidiaries pursuant to Treas. Reg. ss. 1.1502-6 (or a comparable provision under state or local tax law), (ii) all liability for Taxes with respect to Seller and any of its Affiliates imposed with respect to Holdco and its Subsidiaries pursuant to Treas. Except as set forth in this Section 10.3Reg. ss. 1.1502-6 (or a comparable provision under state or local tax law ) for a taxable year that includes, but does not end on, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses Closing Date, (iii) all liability for Taxes accruing on or before the Closing Date which result from (A) the deemed sale of assets pursuant to the election to be made by the Buyer and the Seller pursuant to Section 338(h)(10) of the Code, as contemplated by Section 5.4.1 of this Agreement and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws, and (iv) Seller's share of all Taxes under Section 9.4(b5.4.2 hereof. (b) shall not apply). With respect to For purposes of this Section 5.4.11, the portion of any audit or other proceeding for Taxes for any Straddle Period under Section 10.2, Buyer shall not consent which is attributable to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on (and including including) the Closing Date without the prior written consent of Seller (which consent may not shall be withheld, conditioned or delayed unreasonably)computed as set forth in Section 5.4.5. 5.

Tax Indemnification. Except To the extent not otherwise accrued for Taxes included as a Liability in the determination of Net Final Working Capital under Section 2.3Amount, and not paid over to the Seller in accordance with Section 10.4, the Seller Sellers shall indemnify the Buyers SGM and hold SGM harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, Adverse Consequences attributable to the extent relating to or arising out of (i) any liability all Taxes (or the non-payment thereof) of SGM for Taxes of the Company or with respect to the assets or activities of the Company for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which SGM (or any predecessor or current or former affiliate of any of the foregoing) is or was a member on or prior to end on and include the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (ii) or any breach analogous provision of state, local or inaccuracy in the representations foreign Tax Law), and warranties set forth in Section 4.7, or (iii) any liability and all Straddle Period Taxes allocable to Sellers for the Pre-Closing Tax Period. Sellers shall reimburse SGM for any Taxes that are the responsibility of Sellers pursuant to this Section 8 within fifteen (15) business days after payment of such Taxes by Buyer, an Affiliate of Buyer or SGM. Buyer shall indemnify each Seller and hold them harmless from and against any Adverse Consequences attributable to (i) all Taxes (or the non-payment thereof) of SGM for all taxable periods ending after the Closing Date for any taxable period that is on or after the Closing Date (“Post-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which SGM (or any current or former affiliate of any of the foregoing) is or becomes a member after the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (or any analogous provision of state, local or foreign Tax Law), (iii) any and all Taxes of any Person (other than the CompanySGM) imposed on the Company SGM as transfereea transferee or successor, successor by contract or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law)Law, which Taxes relate to an event or transaction occurring before after the Closing, except that this Section 10.3 shall not apply (iv) any Taxes related to or as a result of the transactions contemplated hereby, (v) any Taxes related to the extent such Taxes would not have been incurred but for the or as a result of any elections made by SGM, Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities an affiliate of the Company on the Closing Date) for a Tax period ending Buyer after the Closing Date even if such Taxes are attributable to a Pre-Closing Tax Period, (vi) any and all Straddle Period Taxes allocable to Buyer for the Post-Closing Tax Period, and (vii) all Taxes for Pre-Closing Tax Period accrued for in the Final Working Capital Amount. Buyer shall reimburse Sellers for any Taxes that are inconsistent with the Tax elections, Tax accounting, or Tax reporting responsibility of the Company for Tax periods ending on or prior Buyer pursuant to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 8 within fifteen (except that clauses (iii15) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement business days after payment of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Taxes by Sellers.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over Subject to the Seller limitations provided in accordance with Section 10.48.4 hereof, pursuant to Section 8.2(d) hereof, the Seller Sellers shall indemnify the Buyers Buyer Indemnified Parties after the Closing and hold the Buyer Indemnified Parties harmless from and against and in respect of any and against, without duplication, all losses incurred by the Buyers, which may be imposed on, sustained, incurred, Losses resulting from or suffered by or assessed against the Buyers, directly or indirectly, attributable to the extent relating to or arising out of (i) any liability for and all Taxes (or the nonpayment thereof) of the Company or with respect and Serv Food for all Pre-Closing Tax Periods, including, for the avoidance of doubt, Taxes attributable to the assets or activities of the matters set forth on Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing DateDisclosure Schedule 4.7, (ii) any breach and all Taxes of or inaccuracy in the representations Equity Sellers and warranties set forth in Section 4.7RE Sellers, or (iii) any liability for and all Taxes of any Person (other than the Company) imposed on the Company as transfereea transferee or successor, successor by contract or otherwise (including agreement, or pursuant to any liability arising under Treasury Regulation Section 1.1502-6 Law or any comparable provisions of foreign, state or local law)otherwise, which Taxes relate to an event or transaction occurring at or before the Closing, except (that this is not a Buyer Closing Date Transaction), (iv) any Taxes for which the Company is liable pursuant to Treasury Regulation Section 10.3 shall not apply 1.1502-6 or any similar provision of state, local or non-U.S. Law as a result of having been a member of an affiliated, consolidated, combined or unitary group before the Closing, (v) any Transfer Taxes for which the Sellers are responsible pursuant to Section 6.17(e), (vi) any Taxes attributable to the extent such Pre-Signing Restructuring, and (vii) any and all employment, payroll and withholding Taxes would not have been incurred but for imposed on the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to payments made to employees pursuant to this Agreement that are attributable to the assets or activities Pre-Closing Tax Periods (including, for the avoidance of doubt, any deferred payment of any payroll Taxes pursuant to the CARES Act) (Taxes described in clauses (i) through (vii), the “Indemnified Taxes”). This Section 6.17(a) and Section 8.2(d) shall survive until 60 days after the expiration of the Company on applicable statute of limitations for the Closing Date) for a underlying Tax period ending after the Closing Date matter (provided, that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) survival shall not applyexceed the period allowed pursuant to 10 Del. Code § 8106(c). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably).

Tax Indemnification. Except for Taxes included as a Liability in (a) Seller agrees to indemnify, defend and hold harmless, Purchaser, any Affiliate of Purchaser and their officers, directors, employees, stockholders, representatives and agents, including after the determination of Net Working Capital under Section 2.3Closing Date, the Company, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Subsidiaries (collectively "PURCHASER INDEMNITEES") from and against and in respect of any and all losses incurred by Adverse Consequences the BuyersPurchaser Indemnitees may suffer resulting from, which may be imposed on, sustained, incurredarising out of, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability of Seller, the Company, MPC, and the Subsidiaries (x) for any Taxes of the Company or Seller, the Company, MPC and any member of the MPC Affiliated Group (other than the Subsidiaries) and for any Taxes of the Subsidiaries, with respect to the assets or activities of the Company for any taxable Tax year or period that ends portion thereof ending on or before the Closing Date and(or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with SECTION 8.01(b)) to the portion of such period beginning before and ending on the Closing Date), and (y) for the unpaid Taxes of any Person under Treas. Reg. Section 1.1502-6. (b) Purchaser agrees to indemnify Seller, and their officers, directors, employees, stockholders, representatives and agents (the "SELLER INDEMNITEES"), from and against any Adverse Consequences Seller Indemnitees may suffer resulting from, arising out of, or relating to, any liability of Seller for any Taxes of Purchaser, the Company and the Subsidiaries with respect to any Straddle PeriodTax year or portion thereof after the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with SECTION 8.01(b)), to the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with Date. (c) The obligations of Seller and Purchaser under this SECTION 10.01 shall survive until the Tax elections, Tax accounting, or Tax reporting expiration of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) statute of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)limitations.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the (i) Seller shall indemnify and hold harmless the Buyers Buyer Indemnified Parties from and against and in respect of any and all losses incurred by the Buyers, which may be imposed onLosses incurred, sustained, incurred, suffered or suffered paid by or assessed against the Buyers, directly or indirectly, to the extent relating to or such Buyer Indemnified Party arising out of or as a result of: (iA)(1) any liability for Taxes of the Company Purchased Entities for all Pre-Closing Tax Periods, (2) Taxes imposed on the Purchased Assets for any Pre-Closing Tax Period, (3) Taxes imposed on the Business for any Pre-Closing Tax Period and (4) Taxes arising out of any termination of intercompany accounts in Section 6.18 or the release set forth in Section 6.18(d), (B) Taxes (for the avoidance of doubt including any VAT or any Transfer Taxes) imposed as a result of the Operational Separation Activities contemplated by Section 2.7 and Schedule 2.7(a) of the Disclosure Letter, (C) Transfer Taxes or VAT that the Seller is responsible for under this Section 6.8, (D) Taxes arising out of any breach of any covenant made by Seller in this Section 6.8 or any breach of any representation or warranty made by Seller in Section 4.8, and (E) Taxes arising under Section 1.1502-6 of the Treasury Regulations or any similar provision of state, local or foreign Law by virtue of any Purchased Entity having been a member of a consolidated, combined, affiliated, unitary or other similar tax group or fiscal unit prior to the Closing, in each case other than Taxes as a result of any action by Buyer or any of its Affiliates after the Closing Date or any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date (other than (a) any action or transaction contemplated by this Agreement including actions taken pursuant to Section 6.18 or with respect to the assets Section 338(g) Elections, (b) actions taken at the direction of Seller or activities (c) actions required by applicable Law (without a reasonable alternative)) (collectively, the “Excluded Tax Liabilities”). Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.8(a)(i), a Buyer Indemnified Party may not recover for the same specific amount of Taxes or Losses more than one time. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 9.2 shall not apply to this Section 6.8(a)(i) (other than as expressly provided in Section 9.2(c)). For the avoidance of doubt, the disclosure of the Company Tax matters set forth on Schedule 4.8 of the Disclosure Letter shall not alter Seller’s indemnification obligations to Buyer for Taxes in this Section 6.8 or in Article 9. (ii) Except to the extent subject to indemnification pursuant to Section 7.1(a)(i) or Article 9, Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses incurred, sustained, suffered or paid by such Seller Indemnified Party arising out of or as a result of: (A) Taxes of the Purchased Entities for all Post-Closing Tax Periods, (B) Taxes imposed on the Purchased Assets for any taxable year Post-Closing Tax Period, (C) Taxes imposed on the Business for any Post-Closing Tax Period, (D) Taxes arising out of any breach by Buyer of any covenant in this Section 6.8, (E) Taxes arising out of any action taken outside the ordinary course of business by Buyer or period that ends on or before any of its Affiliates after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end but on and include the Closing Date, except to the extent such action was expressly contemplated by this Agreement (iiincluding actions taken at the direction of Seller) or required by applicable Law (without a reasonable alternative), (F) Taxes in respect of Restricted Assets, Restricted Split Interests and Split Interests as described in Section 2.6 and (G) any breach Transfer Taxes or VAT that Buyer is responsible for under this Section 6.8. Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.8(a)(ii), a Seller Indemnified Party may not recover for the same specific amount of Taxes or inaccuracy in Losses more than one time. Notwithstanding any other provision of this Agreement and for the representations and warranties set forth avoidance of doubt, the limitations in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 9.2 shall not apply to Taxes to this Section 6.8(a)(ii) (other than as expressly provided in Section 9.2(c)). (iii) To the extent such Taxes would not have been incurred but for reasonably practicable (or as otherwise reasonably agreed), Seller and Buyer shall or shall cause the Buyer or its Affiliates tax year of each Purchased Entity (including the Companyby making elections with any relevant Taxing Authority) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or begins before but has not closed prior to the Closing Date violate to close (x) first, on the end of the day on the Closing Date to the extent permitted by applicable Tax lawLaw or (y) second, on the end of the day immediately preceding the Closing Date to the extent permitted by applicable Law. Except as set forth in In the case of any Taxes where an applicable Straddle Period is not or cannot be closed pursuant to this Section 10.36.8(a)(iii), the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) amount of Section 9.4(b) shall not apply). With respect Taxes allocable to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on the Closing Date (including for purposes of determining the amount of Taxes attributable to a Pre-Closing Tax Period with respect to such Straddle Period) shall be deemed to be (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up through and ending on and including the Closing Date without and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in clause (i) (such as franchise Taxes or Taxes that are based on or related to income, receipts or specific transactions), the amount of any such Taxes shall be determined based upon an interim closing of the books as if such taxable period ended as of the close of business on the Closing Date which shall be deemed to be 11:59 pm on the Closing Date and shall include all Taxes applicable to transactions that have been consummated during the period prior written consent to such time. With respect to any Purchased Entity or Purchased Minority Interest that is a flow through entity for Tax purposes or a “controlled foreign corporation” (as defined under the Code), Pre-Closing Taxes shall include any Taxes on the allocable income of such entity as if it was allocated pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi) as if Seller had sold all of its direct or indirect interests in all Purchased Entities or Purchased Minority Interests immediately before the end of the taxable period ending on the Closing Date, based on an interim closing of the books method. (which consent may not iv) Notwithstanding anything to the contrary herein, in no event will Buyer or any Affiliate of Buyer be withheld, conditioned or delayed unreasonably)required to indemnify any Seller Indemnified Party for any Taxes to the extent a current asset attributable to such Taxes (such as prepaid Taxes) was included in Final Closing Net Working Capital.

Tax Indemnification. Except (a) The Indemnifying Stockholders who are holders of record of Class A Common on the date of this Agreement shall jointly and severally, and the Limited Indemnifying Stockholders shall severally, indemnify the Buyer in respect of, and hold it harmless against (x) Damages resulting from, relating to, or constituting a breach of any representation contained in Section 2.9, or the failure to perform any covenant or agreement set forth in this Article VII, and (z) without duplication, the following Taxes excluding any amounts accrued on the Most Recent Balance Sheet relating to a penalty assessed by the Internal Revenue Service for the Company’s failure to sign a Form 5500 for the 12-month period ended December 31, 2000: (i) Any Taxes included for any taxable period ending (or deemed pursuant to Section 7.3(b) to end) on or before the Closing Date due and payable by the Company or any Subsidiary; (ii) Any Taxes for any taxable period ending (or deemed pursuant to Section 7.3(b) to end) on or before the Closing Date for which the Company or any Subsidiary has any liability under Treasury Regulations Section 1.1502-6 or under any comparable or similar provision of state, local or foreign laws, as a Liability transferee or successor, or pursuant to any contractual obligation; and (iii) Any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other Taxes and administrative fees (including, without limitation, notary fees), arising in connection with the determination consummation of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4transactions contemplated by this Agreement whether levied on the Buyer, the Seller Company, the Transitory Subsidiary, the Surviving Corporation, any Subsidiary or any of their respective Affiliates. (b) The Buyer shall indemnify and hold harmless the Buyers from and against and Indemnifying Stockholders in respect of and against (x) the failure to perform any covenant or agreement set forth in this Article VII, and (y) all losses incurred Taxes due and payable by the BuyersSurviving Corporation or any Subsidiary for any taxable period beginning (or deemed pursuant to Section 7.3(b) to begin) after the Closing Date. (c) Buyer shall not file, which may be imposed onand shall not cause the Surviving Corporation to file, sustainedwithout the Indemnifying Stockholders’ consent, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (iX) any liability for Taxes of the Company or with respect amendment to the assets or activities any Tax Return of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable which (i) is substantially different than the position taken in such previously filed Tax law. Except as set forth Return, or (ii) would result in a claim for indemnification under this Section 10.3, 7.2 except in each case to the procedures governing indemnification claims under this section 10.3 shall be the same extent that such amendment is required by law or as set forth in Section 9.4 and 9.8 (except that clauses (iii) a result of a Tax Audit; and (ivY) any Tax Return for any taxable period ending on or prior to the Closing Date in any jurisdiction for which the Company and any Subsidiary did not file such a Tax Return based on the opinion of Tax counsel that it did not have a filing obligation for that Tax Return. (d) Notwithstanding anything herein to the contrary, in no event shall the Indemnifying Stockholders be obligated to indemnify the Buyer for Taxes arising as a result of the failure of the Merger to qualify as a reorganization under Section 368(a) of the Code to the extent that such failure was caused by a breach by the Buyer (or the Surviving Corporation after the Closing Date) of Section 9.4(b4.16. (e) Notwithstanding anything herein to the contrary, the amount of Taxes and Damages for which the Buyer is entitled to indemnification under Section 7.2(a) shall not apply). With respect be determined without regard to any audit net operating losses (or other proceeding for Taxes for Straddle Period corresponding concepts under state, local or foreign Tax law) that the Company or its Subsidiaries may have had available but that were not utilized in any taxable period ending (or deemed pursuant to Section 10.2, Buyer shall not consent 7.3(b) to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including end) prior to the Closing Date without unless otherwise agreed to by the prior written consent Parties. (f) For purposes of Seller (this Article VII, Article VI, the Escrow Agreement, and the Tax Escrow Agreement, any Taxes for which consent may not a Party is entitled to indemnification under Section 7.2(a) or 7.2(b) shall be withheld, conditioned or delayed unreasonably)considered Damages.

Tax Indemnification. Except for Taxes included as a Liability in (a) From and after the determination of Net Working Capital under Section 2.3Closing, Seller will indemnify and not paid over to hold harmless the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Purchaser Indemnified Parties from and against and in respect of any and all losses Indemnity Loss actually incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of any such Purchaser Indemnified Party as a result of: (i) any liability for breach of any representation or warranty of the Company or Seller set forth in Section 4.08; (ii) any Taxes in respect of the Sold IP or any Taxes of the Company or with respect to the assets or activities of the Company for (A) any taxable year or Tax period that ends ending on or before the Closing Date and, with respect to (a “Pre-Closing Tax Period”); or (B) any Tax period beginning before and ending after the Closing Date (a “Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii”) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Companyare allocable in accordance with Section 8.01(c) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities portion of the Company such period beginning before and ending on the Closing Date (the “Seller’s Portion”); and (iii) any Taxes imposed on the Company under Treasury Regulations Section 1502-6 (and all corresponding provisions of state, local or foreign Law) as a result of being a member of any federal, state, local or foreign consolidated, unitary, combined or similar group before the Closing Date. (b) for a Tax period ending after Survival. The indemnification rights of the Purchaser Indemnified Parties pursuant to Section 8.01(a) shall survive until the date that is the one year anniversary of the Closing Date (the “Tax Indemnity Termination Date”). The representations and warranties contained in Section 4.08 shall survive until the Tax Indemnity Termination Date. Any claim for indemnity under Section 8.01(a) shall be deemed time-barred, and no such claim shall be made after the period specified in the immediately preceding sentence; provided, however, that are inconsistent in the event a Purchaser Indemnified Party has incurred a Loss or received written notice from a third party of a third party claim for which such Purchaser Indemnified Party is entitled to indemnification under Section 8.01(a) and such Purchaser Indemnified Party provides written notice of a claim for indemnification under Section 8.01(a) to the Indemnifying Party in good faith and in accordance with the Tax electionsrequirements of Section 7.03 before the expiration of the applicable survival period and includes copies of all material written evidence upon which such claim is based, Tax accountingthen the indemnification rights pursuant to Section 8.01(a) that would otherwise terminate as set forth above shall survive as to such claim until such time as such claim is fully and finally resolved. (c) Straddle Period Allocation. In order to apportion appropriately any Taxes relating to a Straddle Period, the parties hereto shall, to the extent permitted or Tax reporting required under applicable Law, treat the Closing Date as the last day of the taxable year or period of the Company for all Tax periods purposes. In any case where applicable Law does not permit the Company to treat the Closing Date as the last day of the taxable year or period: (i) the amount of any income Taxes, premium Taxes, gross receipts Taxes, sales or use Taxes or withholding or employment Taxes for Seller’s Portion of the Straddle Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which any the Company holds a beneficial interest shall be deemed to terminate at such time); and (ii) the amount of other Taxes of the Company for Seller’s Portion of the Straddle Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on or prior to the day before the Closing Date, unless and the denominator of which is the number of days in such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Period.

Tax Indemnification. Except for Taxes included as a Liability in The Company and the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller Sellers shall indemnify the Buyers Company, the Subsidiaries, and Buyers, and hold them harmless from and against and in respect of against, without duplication, any and all losses incurred by the Buyersloss, which may be imposed onclaim, sustainedliability, incurredexpense, or suffered by or assessed against the Buyers, directly or indirectly, other damage attributable to the extent relating to or arising out of (i) any liability for all Taxes (or the non-payment thereof) of each of the Company or with respect to and the assets or activities of the Company Subsidiaries for any taxable year or period that ends all Taxable Periods ending on or before the Auburn Closing Date and, with respect ("PRE-CLOSING TAX PERIODS") and the portion of Taxes for all Taxable Periods that include (but does not end on) the Auburn Closing Date ("PRE-CLOSING STRADDLE PERIODS") to any Straddle Period, the extent such Taxes are allocable to the portion of such Straddle Period deemed to end period occurring on or before the Auburn Closing Date and include except for such Taxes arising from transactions by the Company, Subsidiaries and Buyer outside the ordinary course of business after the Auburn Closing on the Auburn Closing Date, (ii) any breach of and all Taxes imposed on the Buyer (or inaccuracy in Buyer Affiliate) pursuant to Code Section 951 (or any analogous or similar state or local law or regulation) with respect to the representations Subsidiaries and warranties set forth in Section 4.7allocable to Pre-Closing Straddle Periods, or (iii) any liability for all Taxes of any Person (other than the Company) imposed on member of an affiliated, consolidated, combined or unitary group of which the Company as transfereeor any of the Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Auburn Closing Date, successor or otherwise (including any liability arising under pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions analogous or similar state, local, or foreign law or regulation, and (iv) any and all Taxes of foreignany person (other than the Company and the Subsidiaries) imposed on the Company or any of the Subsidiaries as a transferee or successor, state by contract or local pursuant to any law), rule, or regulation, which Taxes relate to an event or transaction occurring before the Auburn Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably).

Tax Indemnification. Except (a) Subject to Section 13.3, from and after the Closing Date, ASC (for Taxes included as a Liability in purposes of this Article XI only, the determination of Net Working Capital under Section 2.3“Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and not paid over to shall indemnify, defend and hold harmless the Seller in accordance with Section 10.4, Buyer and the Seller shall indemnify Companies and reimburse the Buyers from Buyer and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against Companies for the Buyers, directly or indirectlyfollowing Taxes, to the extent relating to or arising out that such Taxes have not been paid as of the Closing Date: (i) any liability for all Taxes imposed on the Companies or the Buyer as a result of the Company or operations of the Companies with respect to the assets or activities of the Company for any taxable year or period that ends ending on or before the Closing Date and, Date; (ii) with respect to any Straddle Periodtaxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of taxable year or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company period ending on the Closing DateDate (an “Interim Period”) for a Tax period ending after the Closing Date (Interim Periods and any taxable years or periods that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending end on or prior to the Closing Date violate applicable Tax law. Except being referred to collectively hereinafter as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses “Pre-Closing Periods”); (iii) and Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 9.4(b3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) shall any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not apply). With written) with respect to a Pre-Closing Period. (b) For purposes of this Section 11.1, in order to apportion appropriately any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent relating to any entry taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Tax authority to treat for all purposes the Closing Date as the last day of judgment the taxable year or enter into period of the Companies. In any settlement case where applicable law does not permit the Companies to treat the Closing Date as the last day of the taxable year or period, then, in each such claim case, the portion of any Taxes that would increase the Tax liability for are allocable to the portion of the Straddle Interim Period ending on and including the Closing Date without shall be: (i) in the prior case of Taxes that are based upon or related to income or receipts, deemed equal to the amount that would be payable if the taxable year or period ended on the Closing Date; and (ii) in the case of Taxes not described in subparagraph (i) above that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Interim Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire relevant period. (c) Subject to Section 11.5 and the limitations contained in Section 11.3(b), payment of any amount by the Tax Indemnifying Party under this Section 11.1 shall be made within ten (10) days following written consent of Seller (which consent may notice by the Buyer or a Company to ASC that a Company is required to pay such amounts to the appropriate Tax authority; provided, however, that the Tax Indemnifying Party shall not be withheldrequired to make any payment to Buyer or a Company hereunder earlier than five (5) Business Days before it is due to the appropriate Tax authority. (d) All matters relating in any manner to Tax indemnification obligations and payments shall be governed exclusively by this Article XI except for provisions regarding notice of claims, conditioned or delayed unreasonably)which shall be governed by Section 10.5.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, The Principal Stockholders shall jointly and not paid over to the Seller in accordance with Section 10.4, the Seller shall severally indemnify the Buyers Parent Indemnitees from and against and in respect of against, any and Damages attributable to (a) all losses incurred by Taxes (or the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (inon-payment thereof) any liability for Taxes of the Company or with respect to the assets or activities of the Company and its Subsidiaries for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to end on and include the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or foreign Legal Requirements, and (iic) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for all Taxes of any Person (other than the CompanyCompany and its Subsidiaries) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignits Subsidiaries as a transferee or successor, state by contract or local pursuant to any law), rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, except however, that this Section 10.3 in the case of clauses (a), (b), and (c) above, the Principal Stockholders shall not apply to Taxes be liable only to the extent that such Taxes would not have been incurred but exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) included in the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities computation of the Company on Working Capital for purposes of Section 1 of this Agreement, and provided further that Parent shall not be entitled to a duplicate recovery for any amount indemnifiable pursuant to this Section 10. For the Closing Date) for a Tax period ending after avoidance of doubt, the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting indemnification obligations of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in Principal Stockholders under this Section 10.3, 10.1 shall not be limited by any language or limitations contained in the representation on Taxes found in Section 2.12. The procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) 9.5 shall not apply). With apply with respect to any audit or other proceeding claim by Parent for Tax indemnification under this Section 10.1. Any Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on Company or its Subsidiaries that are the responsibility of the Principal Stockholders pursuant to this Section 10.1 constitute Damages giving rise to a Claim that the Parent Indemnitees may assert against the Stockholder Indemnitees in accordance with Section 9 of this Agreement. For the avoidance of doubt, all available net operating loss and including net capital loss carryforwards attributable to Pre-Closing Tax Periods of the Company and its Subsidiaries shall be applied when determining (i) Taxes of the Company and its Subsidiaries for Pre-Closing Date without Tax Periods, and (ii) any indemnification obligation under this Agreement in the prior written consent event of Seller (which consent may not be withheld, conditioned or delayed unreasonably)a breach of a representation set forth in Section 2.12 of this Agreement.

Tax Indemnification. Except for Taxes included as a Liability in From and after the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4Closing, the Seller Purchaser Indemnified Persons shall indemnify the Buyers from and against and in respect of any and be entitled to indemnification for, without duplication, all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of Losses attributable to: (a) (i) any liability for Taxes of the Company imposed on or payable by or with respect to the assets or activities of the Company Seller (other than Transfer Taxes) for any taxable year Pre-Closing Period or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed (to end on and include the extent allocable to the Pre-Closing Date, Period pursuant to ‎‎Section 6.1); (ii) any breach Taxes (other than Transfer Taxes) of the Sellers or inaccuracy in their Affiliates for any period (whether before or after the representations and warranties set forth in Section 4.7, or Closing Date); (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Transfer Taxes to the extent such required to be borne by Sellers pursuant to ‎Section 6.7; and (iv) any Taxes would not have been incurred but for the Buyer of any member of an affiliated, consolidated, combined or its Affiliates (including the Company) making Tax elections, Tax accounting, unitary group of which Seller is or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for was a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending member on or prior to the Closing Date, unless such elections including pursuant to Treasury Regulations Section 1.1502-6 or determinations for Tax periods ending any analogous or similar state, local or foreign law or regulation. For the avoidance of doubt, Excluded Taxes shall not include any Taxes arising from or attributable to actions by Purchaser or its Affiliates taken on the Closing Date after the Closing Date are required outside the ordinary course of business; (b) any Taxes resulting from the failure of any of the representations or warranties made by applicable Tax law the Seller or such elections or determinations for Tax periods ending the Seller in this Agreement to be true and correct on or prior to the date hereof and at and as of the Closing Date violate applicable Tax law. Except (except those representations and warranties that address matters only as set forth of a particular date, which need only be true and correct as of such date); (c) any Taxes resulting from any breach by the Seller of any of its covenants or agreements contained herein which are to be performed by the Seller on or before the Closing Date, and any breach by the Seller of any of its covenants or agreements contained herein; and (D) reasonable legal fees and expenses, attributable to any item in clauses; and (d) reasonable legal fees and expenses, attributable to any item in clauses (a) - (c) of this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)6.2.

Tax Indemnification. Except (i) Seller hereby agrees to be liable for Taxes included as a Liability in and to indemnify and hold the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Purchaser Indemnified Parties harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of Losses in respect of: (iA) any liability for all Taxes of the Company and the Subsidiaries (or with respect to the assets or activities of the Company any predecessor thereof) (1) for any taxable year or period that ends ending on or before the Closing Date andDate, with respect to any Straddle Period, and (2) for the portion of such any Straddle Period deemed to end on and include ending at the Closing Date, (ii) any breach close of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company business on the Closing DateDate (determined as provided in Section 9.7(c)); (B) for any and all Taxes imposed on any member of a Tax period ending after the Closing Date that are inconsistent with the Tax electionsconsolidated, Tax accounting, combined or Tax reporting unitary group of which the Company for Tax periods ending or any Subsidiary (or any predecessor thereof) is or was a member on or prior to the Closing Date, unless by reason of the liability of the Company or any Subsidiary (or any predecessor thereof); and (C) the failure (1) of any of the representations and warranties contained in Section 5.11 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein) on the date hereof and as of the Closing Date or (2) to perform any covenant contained in this Agreement with respect to Taxes. (ii) Notwithstanding anything to the contrary contained in this Section 9.7, Seller shall not be liable to the extent that: (A) such elections Taxes are (1) not in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Statement and (2) taken into account in determining the Final Purchase Price Adjustment; (B) Purchaser, the Company or determinations for the Acquired Subsidiaries have recovered in respect of such Tax periods ending from a Person or Persons other than Seller; (C) such Tax is a penalty, charge or interest directly caused by a delay or default after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3Purchaser, the procedures governing indemnification claims under this section 10.3 Company or any of the Acquired Subsidiaries; 62 (D) a Tax Claim is not yet due and payable, which date shall be the same as set forth last date the Tax Claim may be paid without incurring any interest charge or penalty; (E) the facts giving rise to any claim by a Purchaser Indemnified Party would not have occurred but for the intentional wrongful and improper act or omission of Purchaser or its Affiliates after the Closing which (1) is taken or failed to be taken other than in Section 9.4 the ordinary and 9.8 usual course of business, with the knowledge that such intentional wrongful and improper act or omission would be reasonably likely to lead to a claim under this Agreement, (except that clauses (iii2) due to retroactive treatment, causes a breach of the terms of this Agreement with respect to pre-Closing activities and (iv3) of is not an act or omission which Purchaser or its Affiliates has reasonably determined is necessary to comply with any Law or contractual obligation, (provided, that this Section 9.4(b9.7(a)(ii)(E) shall be solely used for purposes of determining whether liability exists under Section 9.7, and not apply). With for determining indemnifiable Loss with respect to such liability); or (F) due to retroactive treatment, (1) the passing of, or any audit change in, any Tax Law after the Closing, including any increase in the rates of Taxes or other proceeding for any imposition of Taxes for Straddle Period under Section 10.2or any withdrawal of relief from Taxes not in effect at the date of this Agreement, Buyer shall not consent to or (2) any entry change in Tax policy, bases or practice or any change in the practice or procedure of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion Taxing Authorities introduced and having effect after Closing, causes a breach of the Straddle Period ending on and including the terms of this Agreement with respect to pre-Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)activities.

Tax Indemnification. Except for Taxes included as a Liability in The Company Stockholders, jointly and severally, hereby agree (without any right of indemnification, contribution or subrogation from or against the determination Table of Net Working Capital under Section 2.3Contents Company or any of its Subsidiaries or the Surviving Corporation or any of its Subsidiaries) to indemnify, defend and not paid over to the Seller in accordance with Section 10.4hold harmless Parent, the Seller shall indemnify the Buyers Surviving Corporation, its Subsidiaries and each affiliate of Parent from and against any loss, claim, liability, damage, cost or expense (including costs and in respect of reasonable attorneys’ fees and disbursements) suffered, incurred or paid by any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, such Person arising from or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of attributable to: (i) any liability for and all Taxes (or the non-payment thereof) of the Company or with respect to the assets or activities of the Company and its Subsidiaries for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed to end on and include the Closing DateDate for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) any breach and all Taxes of any member of an affiliated, consolidated, combined or inaccuracy in unitary group of which the representations Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar foreign, state or local Legal Requirement, and warranties set forth in Section 4.7, or (iii) any liability for and all Taxes of any Person (other than the CompanyCompany and its Subsidiaries) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignits Subsidiaries as a transferee or successor, state by contract or local law)pursuant to any Legal Requirement, which Taxes relate to an event or transaction occurring before the Closing; provided, except however, that this Section 10.3 in the case of clauses (i), (ii), and (iii) above, the Company Stockholders shall not apply to Taxes be liable only to the extent that such Taxes would not have been incurred but exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Buyer or its Affiliates face of the Recent Company Balance Sheet (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations rather than in any notes thereto). The Company Stockholders shall jointly and severally reimburse Parent for the Company (or with respect to the assets or activities any Taxes of the Company on the Closing Date) for a Tax period ending after the Closing Date and its Subsidiaries that are inconsistent with the Tax elections, Tax accounting, or Tax reporting responsibility of the Company for Tax periods ending on or prior Stockholders pursuant to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, within fifteen (15) business days after Parent shall notify the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except Company Stockholder Representative that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for such Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)have been paid.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the (a) Seller shall indemnify the Buyers and hold each Buyer Indemnified Party harmless from and against against, for and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of of: (i) any liability for Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.07; (ii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (iii) all Taxes of the Company or with respect relating to the assets or activities business of the Company for any taxable year or period that ends on or before the Closing Date and, (1) with respect to any Straddle Period, the portion of such Straddle Period deemed to end ending on and include including the Closing Date, (ii2) any breach of attributable to taxable periods (or inaccuracy in portions thereof) starting on January 21, 2015 and ending on the representations Closing Date, and warranties set forth in Section 4.7(2) attributable to events or transactions occurring during the period (or portions thereof) starting on January 21, or 2015 and ending on the Closing Date; (iiiiv) any liability for all Taxes of any Person member of an affiliated, consolidated, combined or unitary group of which the Company (other than or any predecessor of the Company) imposed is or was a member during the period (or portions thereof) starting on January 21, 2015 and ending on the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law)Law; (v) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, which Taxes relate relating to an event or transaction occurring before during the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company period (or with respect to the assets or activities of the Company portions thereof) starting on January 21, 2015 and ending on the Closing Date; and (vi) all Taxes imposed on the Company arising, directly or indirectly, from the transactions contemplated hereby. (b) Except for Losses resulting from or relating to fraud, the maximum aggregate obligation of the Seller hereunder for Losses pursuant to Section 704(a) and Section 7.05(a) shall not exceed $4,200,000. In addition, notwithstanding anything in this Agreement to the contrary, Seller shall not have any indemnification obligation with respect to any (i) Taxes attributable to a Tax taxable period ending (or portion thereof) beginning after the Closing Date that are inconsistent with the Tax elections, Tax accounting, Date; (ii) Taxes attributable to a taxable period (or Tax reporting of the Company for Tax periods portion thereof) ending on or prior to January 20, 2015; or (iii) sales, use or income Taxes that the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending Company collected on or prior to the Closing Date violate applicable Tax law. Except as set forth a result of sales made by the Company in such states or localities, or as a result of installation charges included in the Company’s invoices with respect to installations in such states or localities, which Taxes the Company may now, or hereafter owe to such state or local taxing agency. (c) Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement 7.05 within ten Business Days after payment of such claim that would increase Taxes by Buyer or the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Company.

Tax Indemnification. Except for Taxes included as a Liability in (i) From and after the determination of Net Working Capital under Section 2.3Closing Date, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and Buyer against and in respect of hold harmless from any and all losses liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, independent accountants and other outside consultants but exclusive of any fees or expenses related to in-house counsel, accountants or other employees) suffered or incurred by Buyer, the Buyers, which may be imposed on, sustained, incurredcompanies constituting the Purchased Equity Interests or their Subsidiaries, or suffered any Affiliate of any of the foregoing, exclusive of any consequential or punitive damages, and decreased by any tax benefit realized by Buyer, the companies constituting the Purchased Equity Interests or assessed against their Subsidiaries, or any Affiliate of any of the Buyersforegoing, directly and increased by any tax liability of Buyer or indirectlysuch other persons or Affiliates arising from the receipt of any indemnification payment made pursuant to this Section 5.3 (each a “Tax Loss” and collectively, to the extent relating to or “Tax Losses”) arising out of (iA) any liability for Taxes of the Company companies constituting the Purchased Equity Interests and their Subsidiaries at the Closing Date for periods or with respect to the assets or activities of the Company for any taxable year or period that ends portions thereof ending on or before the Closing Date and(“Pre-Closing Taxes”), with respect to except for the amount of any Straddle Period, the portion of such Straddle Period deemed to end on Taxes accrued and include the Closing Date, (ii) any breach of or inaccuracy included as a liability in the representations and warranties set forth in Section 4.7, or computation of Closing Date Working Capital; (iiiB) any liability for Taxes of any Person (other than member of an affiliated, consolidated, combined or unitary group of which any of the Company) imposed companies constituting the Purchased Equity Interests or their Subsidiaries at the Closing Date is or was a member on or prior to the Company as transferee, successor or otherwise (including any Closing Date by reason of liability arising under Treasury Regulation Section §1.1502-6 6, Treasury Regulation §1.1502-78 or any comparable provisions provision of foreign, state or local law; (C) Taxes arising out of any transactions contemplated by this Agreement (including transactions contemplated by Sections 2.1(b)(i), which 5.14 (exclusive of Transfer Taxes relate to be paid by Buyer pursuant thereto and Section 5.3(c)(v)), 5.15 and 5.16); and (D) Taxes arising out of the Section 338(h)(10) Election (as provided in Section 5.3(e) below). The amount of any indemnification payable by Sellers hereunder shall be reduced by any Adverse Consequences suffered by Sellers as a result of Buyer’s breach of the audit and contest procedures described in Section 5.3(c)(iii). (ii) Payment by an indemnitor of any amount due to an event indemnitee under Section 5.3(a) of this Agreement shall be made within ten (10) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or transaction occurring other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the Closing, except that appropriate Governmental Authority or applicable third party. (iii) All amounts required to be paid pursuant to this Section 10.3 5.3(a) shall not apply be paid promptly in immediately available funds by wire transfer to Taxes a bank account designated by the indemnified party. Any payments required pursuant to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date this Section 5.3 that are inconsistent with not made within the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth time period specified in this Section 10.3, shall bear interest at a rate and in the procedures governing indemnification claims under this section 10.3 shall be manner provided in the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) Code for interest on underpayments of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)federal income tax.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4extent of any reserves reflected on the Final Balance Sheet (other than any reserve for deferred Taxes established to reflect timing differences between income calculated for Tax purposes and income determined under GAAP), the Seller Parent shall indemnify the Buyers Companies, the Subsidiaries, Buyer, Newport and each of their Affiliates and hold them harmless from and against any Claims and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, Liabilities attributable to the extent relating to or arising out of (i) any liability for all Taxes (or the non-payment thereof) of the Company or with respect to Companies and the assets or activities of the Company Subsidiaries for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (ii) all Taxes for any full or partial Tax period ending on or before the portion Closing Date of such Straddle Period deemed any member of an affiliated, consolidated, combined or unitary group of which a Company or any Subsidiary (or any predecessor of any of the foregoing) is or was a member (and neither Newport nor Buyer was a member) on or prior to end on and include the Closing Date, (ii) including pursuant to Treasury Regulation § 1.1502-6 or any breach of analogous or inaccuracy in the representations and warranties set forth in Section 4.7similar state, local or foreign law or regulation, (iii) all Taxes resulting from the Section 338(h)(10) Election, and (iv) any liability for and all Taxes of any Person (other than the Companya Company or Subsidiary) imposed on the a Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignSubsidiary as a transferee or successor (determined prior to the Closing), state by contract or local pursuant to any law), rule or regulation, which Taxes relate to an event or transaction occurring on or before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with (and not as a result of any action taken by Buyer, Newport, the Companies or the Subsidiaries after the Closing) net of any Tax electionsbenefits (as reasonably determined by Buyer, and taking into account any offsetting adjustments for any additional Tax accountingliability of Buyer and Newport resulting from any payments by Sellers) under this Section 13 (the sum of such Taxes and costs being referred to as a “Tax Loss”). For purposes of clarification, the indemnification provided by this Section 13 shall cover any Tax arising on any Company or Tax reporting Subsidiary pursuant to Sections 178 – 181 Taxation of Chargeable Gains Xxx 0000 of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required United Kingdom by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in virtue of entering into and/or closing this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Agreement.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller (a) KFC Cooperative shall indemnify the Buyers Subsidiary and each of its respective officers, directors, employees and agents and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any all liability for Taxes of the Company or with respect to Subsidiary for the assets or activities of the Company for any taxable year or period that ends on or before the Closing Pre-Effective Date and, with respect to any Straddle Tax Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) all liability (as a result of Treasury Regulation 1.1502-6 or otherwise) for Taxes of any breach Affiliated Group or any member of or inaccuracy in the representations any Affiliated Group and warranties set forth in Section 4.7, or (iii) all liability for reasonable legal fees and expenses attributable to any item in clause (i) and (ii) above. (b) The Subsidiary shall indemnify KFC Cooperative and its affiliates and each of its respective officers, directors, employees and agents and hold them harmless from (i) all liability for Taxes of KFC Cooperative related to the Subsidiary after the Pre-Effective Date Tax Period (other than Taxes described in clauses (a)(i) and (a)(ii) of this Section 8) and (ii) all liability for reasonable legal fees and expenses attributable to any Person item in clause (i) above. (c) In the case of any taxable period that includes (but does not end on) the Effective Date (each a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of the Subsidiary attributable to the Pre-Effective Date Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Effective Date Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Subsidiary (other than Property Taxes) attributable to the Pre-Effective Date Tax Period shall be computed as if such taxable period ended as of the close of business on the Effective Date. KFC Cooperative's indemnity obligation in respect of taxes for a Straddle Period that are KFC Cooperative's responsibility under this Section 8 shall initially be effected by its payment to the Subsidiary of the excess of (x) such Taxes for the Pre-Effective Date Tax Period over (y) the amount of such Taxes paid by KFC Cooperative or any of its affiliates (other than the CompanySubsidiary) imposed on at any time plus the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions amount of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for paid or accrued by the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending Subsidiary on or prior to the Closing Effective Date. KFC Cooperative shall initially pay such excess to the Subsidiary within five days prior to the due date of any return, unless report or form with respect to Straddle Period Taxes. If the amount of such elections Taxes paid by KFC Cooperative or determinations for Tax periods ending after any of its affiliates (other than the Closing Date are required Subsidiary) at any time plus the amount of such Taxes paid or accrued by applicable Tax law or such elections or determinations for Tax periods ending the Subsidiary on or prior to the Closing Effective Date violate applicable Tax law. Except as set forth exceeds the amount payable by KFC Cooperative pursuant to the preceding sentence, the Subsidiary shall pay to KFC Cooperative the amount of such excess (a) in the case of Property Taxes, at the Effective Date and (b) in all other cases, within five days prior to the due date of the return, report or form which is required to be filed with respect to the final liability for such Taxes. (d) The payments to be made pursuant to this Section 10.3, the procedures governing indemnification claims under this section 10.3 8 by any person with respect to Taxes shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With appropriately adjusted to reflect any final determination with respect to such Taxes. (e) For purposes of this Section 8, (A) "Tax" or "Taxes" shall mean all Federal, state, local and foreign taxes, charges, fees, levies and assessments, and any audit other governmental impositions of any kind whatsoever, which may be imposed, no matter how measured or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably).applied,

Tax Indemnification. Except for Taxes included to the extent treated as a Liability liability in the determination calculation of Net the Final Consolidated Working Capital under Section 2.3Amount or such Tax constitutes a Corporate Level Tax, and not paid over subject to the Seller applicable limitations set forth in accordance with Section 10.4, the Seller shall Equityholders will indemnify the Buyers from Parent and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of Purchaser for (ia) any liability for Taxes of the Company or with respect Loss attributable to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or any inaccuracy in the representations and warranties set forth any representation or warranty made in Section 4.74.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIII; (iiic) any liability all Taxes of the Acquired Entities and Subsidiaries or relating to the Business for all Pre-Closing Tax Periods; (d) all Taxes of any Person member of an affiliated, consolidated, combined or unitary group of which any of the Acquired Entities and Subsidiaries (other than or any predecessor of any of the CompanyAcquired Entities and Subsidiaries) imposed is or was a member on or prior to the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions or similar provision of foreignstate, state local or local law)foreign Law; (e) any and all Taxes of any Person imposed on the Acquired Entities or Subsidiaries arising under the principles of transferee or successor liability or by contract, which Taxes relate relating to an any event or transaction occurring before the ClosingClosing Date; and (f) any amount due and owing from the Equityholders to Parent pursuant to Section 8.6(e) or Section 8.6(f), as the case may be. Notwithstanding anything herein to the contrary, any Loss in respect of Taxes shall be limited to Taxes attributable to Pre-Closing Tax Periods, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer of any breach of or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth any inaccuracy in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably).4.8

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3(a) From and after Closing, Seller shall pay or cause to be paid, shall be liable for, and not paid over to shall indemnify, defend and hold Buyer and its Affiliates (including, after the Seller in accordance with Section 10.4Closing Date, the Seller shall indemnify the Buyers Companies and their Subsidiaries) harmless from and against and in respect of any and all losses incurred by the Buyersagainst, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of without duplication (i) any liability for and all Excluded Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor Taxes arising from or otherwise (including in connection with any liability arising under Treasury Regulation Section 1.1502-6 action taken or transaction undertaken by Buyer or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the CompanyCompanies and their Subsidiaries) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending Date but after the Closing Date Closing, that is outside of the Ordinary Course of Business and not contemplated by this Agreement), other than any such Taxes that are inconsistent with included as a liability in the Tax electionsdetermination of Final Net Working Capital pursuant to Section 1.6, Tax and (ii) all third-party out-of-pocket costs and expenses, including reasonable legal, accounting, appraisal, consulting or similar fees, actually incurred relating to the foregoing (including such costs occurred in contesting the assessment of such Taxes). For avoidance of doubt, except for rights to be reimbursed or indemnified for Taxes based on a breach of an Indemnified Tax reporting of the Company for Tax periods ending on or prior to Representations, Buyer and its Affiliates (including, after the Closing Date, unless such elections the Companies and their Subsidiaries) shall not be entitled to be indemnified or determinations otherwise reimbursed for any Taxes based on any breach of any representation or warranty in Section 2.16 other than the Indemnified Tax periods ending Representations. (b) From and after Closing, Buyer shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold Seller and its Affiliates harmless from and against (i) any and all Taxes of the Companies and their Subsidiaries that are not Excluded Taxes; (ii) Taxes arising from or in connection with any action taken by Buyer or any of its Affiliates (including any transaction undertaken by the Companies and their Subsidiaries) on the Closing Date but after the Closing Date are required that is outside of the Ordinary Course of Business; (iii) any Taxes arising from or in connection with the breach by applicable Tax law Buyer or such elections any of its Affiliates of any covenant contained in this Agreement); (iv) any Transfer Taxes for which Buyer is responsible pursuant to Section 7.8; and (v) all third-party out-of-pocket costs and expenses, including reasonable legal, accounting, appraisal, consulting or determinations for Tax periods ending similar fees actually incurred relating to the foregoing. (c) Payment in full of any amount due under this Section 7.1 shall be made to the indemnified party by Wire Transfer no later than the later of (i) ten (10) days after the indemnified party makes written demand on or the indemnifying party and (ii) five (5) days prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, date on which the procedures governing indemnification claims under this section 10.3 shall underlying amount is required to be paid by the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)indemnified party.

Tax Indemnification. Except 12.2.1 Notwithstanding any other provision of this Agreement and except if otherwise reserved for or accrued on the Financial Statements or Closing Financial Statements, Seller hereby agrees to indemnify Purchaser against and hold it harmless from (i) all liability for Taxes included as a Liability of the Seller and the Company attributable to taxable years or periods ending on or before the Balance Sheet Date and, in the determination case of Net Working Capital under Section 2.3taxable years or periods beginning before and ending after the Balance Sheet Date, the portion of such years or periods ending at the close of business on the Balance Sheet Date (the "Pre-Closing Tax Period"), (ii) all liability whenever incurred for Taxes of Seller, and not paid over (iii) any liability resulting from a failure of Seller to the fulfill his obligations under this Article XII. 12.2.2 Notwithstanding any other provision of this Agreement, Purchaser hereby agrees to indemnify Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of hold him harmless from (i) any liability for Taxes of the Company or with respect attributable to the assets or activities of the Company for any taxable year periods or period that ends on or before portions thereof commencing after the Pre-Closing Date and, with respect to any Straddle Tax Period, the portion of such Straddle Period deemed to end on and include the Closing Date, ; (ii) any breach liability resulting from a failure of or inaccuracy in the representations and warranties set forth in Section 4.7, or Purchaser to fulfill its obligations under this Article XII; (iii) any liability for Taxes Taxes, on account of, resulting from or attributable to any elections of any Person (other than Purchaser not consented to by Seller, or even if made jointly or consented to, if not accepted by the Company) imposed on the Company as transferee, successor taxing authority or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 if revoked or terminated whether by Purchaser or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) taxing authority; and (iv) any liability resulting from a failure of Section 9.4(b) shall not apply). With respect Purchaser to timely pay any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion taxes of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Company.

Tax Indemnification. Except for Taxes included as a Liability in (a) From and after the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4Closing, the Seller shall indemnify the Buyers pay and shall indemnify, defend and hold harmless each Purchaser Indemnitee from and against and in respect of any and all losses incurred by the BuyersDamages asserted against, which may be resulting to, imposed on, sustained, incurred, upon or suffered by or assessed against the Buyersany Purchaser Indemnitee, directly or indirectly, to the extent relating to or arising out of or related to: (i) any liability for all Taxes of the Company imposed on or payable with respect to the assets Acquired Entities or activities of the Company for their respective Subsidiaries or their businesses relating or attributable to any taxable year or period that ends on or before the Pre-Closing Date Tax Period and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, Date (in the manner determined pursuant to Section 8.3); (ii) Taxes of a person other than any of the Acquired Entities or their respective Subsidiaries for which the Acquired Entities or their respective Subsidiaries may be liable (A) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-U.S. Tax Law) as a result of being a member of any group which files or has filed a Tax Return on a consolidated, combined, or unitary basis for a Pre-Closing Tax Period or (B) as a transferee or successor, by contract, or otherwise; (iii) any breach of or inaccuracy in the representations and warranties set forth any representation or warranty contained in Section 4.7, 4.5 or 5.5 hereof; (iiiiv) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate payments required to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending be made after the Closing Date that are inconsistent with under any Tax Sharing Agreement or similar contracts (whether or not written) to which the Tax elections, Tax accountingAcquired Entities or any of their Subsidiaries was obligated, or Tax reporting of the Company for Tax periods ending was a party, on or prior to the Closing Date; and (v) any breach by the Seller or the failure by the Seller to perform any of the covenants made by it or agreements entered into contained in this Article 8. (b) From and after the Closing, unless such elections Purchaser shall pay and shall indemnify, defend and hold harmless each Seller Indemnitee from and against any and all Damages asserted against, resulting to, imposed upon or determinations for suffered by any Seller Indemnitee, arising out of or related to: (i) all Taxes imposed on or payable by the Acquired Entities or their respective Subsidiaries relating or attributable to any Post-Closing Tax periods ending Period and the portion of any Straddle Period deemed to begin after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior (in the manner determined pursuant to Section 8.3); (ii) the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as Taxes set forth in Section 9.4 and 9.8 (except that clauses 8.7(b)(ii) of the Disclosure Schedules; and (iii) any breach by Purchaser or the failure by Purchaser to perform any of the covenants made by it or agreements entered into contained in this Article 8. (c) In calculating amounts payable to a Purchaser Indemnitee or a Seller Indemnitee under this Section 8.7, the amount of any Damages shall be determined without duplication of any other Damages for which an indemnification claim has been made under any other covenant, agreement, representation or warranty, including Article 10 hereof. Any Purchaser Indemnitee or Seller Indemnitee having a claim under these indemnification provisions shall make a good faith effort to recover all losses, damages, costs and (iv) expenses from insurers of Section 9.4(b) such Purchaser Indemnitee or Seller Indemnitee under applicable insurance policies so as to reduce the amount of any Damages hereunder, provided that such recovery is not reasonably anticipated to result in an increase in the insurance premiums to be paid by such Purchaser Indemnitee or Seller Indemnitee. The foregoing shall not apply)require the maintenance of any insurance. With The amount of any Damages shall be reduced to the extent that the Purchaser Indemnitee or Seller Indemnitee receives any insurance proceeds or other payment with respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer Damages from an unaffiliated party (it being understood that the Acquired Entities and their respective Subsidiaries shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability be considered, for the portion this purpose, Affiliates of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonablyits Affiliates).

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the 8.2.1 The Seller shall indemnify the Buyers Purchaser from any Pre-Effective Date Tax due by any of the Group Companies after the Effective Date (a Tax Indemnification Claim), but only if and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of extent, that: (ia) any liability for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Pre-Effective Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall Tax has not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending paid on or prior to the Closing Effective Date; (b) neither the Purchaser, unless such elections nor any Affiliates of the Purchaser including, after the Closing, the Group Companies (i) are entitled to an indemnification, reimbursement or determinations for any other kind of recovery with respect to the respective Pre-Effective Date Tax periods ending against a party other than a Group Company or (ii) have already received a corresponding indemnification payment; (c) the Pre-Effective Date Tax is not caused or triggered by (i) any measure with retroactive effect on the Pre-Effective Date Period initiated by the Purchaser or the Group Companies after the Closing Date are or (ii) any change of a Tax Return relating to a Pre-Effective Date Tax or in the exercise of any Tax election right for a Pre-Effective Date Period, unless required by applicable Tax under mandatory law or such elections requested and approved in writing by the Seller following the Closing Date; (d) the Pre-Effective Date Tax cannot or determinations could not be avoided by offsetting taxable profits against any Tax loss carrybacks or Tax loss carryforwards created in the Pre-Effective Date Period; (e) the Pre-Effective Date Tax does not correspond to or cannot be offset against a Tax Benefit related to periods after the Effective Date which can also arise at a different type of Tax and which is based on a circumstance having triggered the Tax Indemnification Claim and occurring at the tier of a Group Company or at the tier of the Purchaser or an Affiliate of the Purchaser; whereby it is understood that the amount of the Tax Benefit, by which the Tax Indemnification Claim shall be reduced, shall be equal to the aggregate of: (i) the amount of all Tax Benefits (without discounting) that have already been received (including, but not limited to, by way of set-off, deduction or Tax credit) by a Group Company or at the tier of the Purchaser or an affiliate of the Purchaser when the Tax Indemnification Claim would have fallen in principle due pursuant to clause 8.2.2 (Tax Indemnification Due Date); plus (ii) the net present value of all remaining Tax Benefits after the Tax Indemnification Due Date, whereby the net present value shall be determined by applying a discount rate of nine point one per cent (9.1%) per annum for the period commencing on the Tax periods ending Indemnification Due Date until the time on which the respective Tax Benefit is likely to occur and by assuming that the respective Group Company, the Purchaser and its affiliates (as the case may be) are taxed on a stand-alone basis, are sufficiently profitable and that Tax rates as applicable on the Tax Indemnification Due Date apply for the entire relevant period; (f) this agreement does not provide otherwise that the Tax shall be borne by the Purchaser; (g) the Tax does not arise or is not increased as a result of a change in law after the Effective Date; and (h) the aggregate amount of all Pre-Effective Date Taxes paid by a Group Company after the Effective Date and not already excluded under any provision of this clause 8.2 above exceeds the aggregate amount of all Tax liabilities and Tax accruals included in item “Accrued Liabilities” listed under “Net Working Capital” in Annex 3.1.2 (Cash, Debt and Net Working Capital). 8.2.2 A Tax Indemnification Claim shall become due and payable fifteen (15) Business Days after the Seller has been notified in writing by the Purchaser about the payment obligation and the corresponding payment date if any and has received a copy of the underlying Tax assessment or payment order of the Tax Authority (including sufficient documents and information to review and assess the amount of the tax indemnification payment to be made including any qualifications under clauses 8.2.1(a) through 8.2.1(h)), but in no case earlier than three (3) Business Days prior to the Closing Date violate applicable date at which the Tax law. Except as set forth in this Section 10.3to be indemnified is due and payable to the Tax Authority. 8.2.3 If the Tax underlying the Tax Indemnification Claim is subsequently reduced, the procedures governing indemnification claims under this section 10.3 difference between the higher payment on the Tax Indemnification Claim and the lower Tax amount shall be reimbursed by the same as set forth in Section 9.4 and 9.8 Purchaser to the Seller, including all interests related thereto, within fifteen (except that clauses (iii15) and (iv) of Section 9.4(b) Business Days after the reduction has become effective. Clause 8.3.2 below shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)apply mutatis mutandis.

Tax Indemnification. Except for Taxes included as a Liability in (A) In addition to any of the determination of Net Working Capital other indemnification obligations arising under Section 2.3this Agreement, Seller hereby agrees upon the terms and not paid over to the Seller conditions and in accordance with Section 10.4the procedures set forth in this Agreement, to indemnify, defend and hold the Seller shall indemnify the Buyers Indemnitees harmless from and against and in respect any Losses that any of the Seller Indemnitees shall incur or suffer, regardless of any Knowledge of Buyer of such Loss or Losses at the time of the Closing, resulting from or relating to (1) any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of liability for Taxes (i) any liability for Taxes of the Company or with respect Companies related to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate and the portion ending on the Closing Date of any taxable period that includes (but does not end on) such day ("Pre-Closing Tax Period") but only to the extent such Taxes have not been accrued for on the Final Closing Balance Sheet and (ii) attributable to Pre-Closing Tax Periods which result from the Elections contemplated by Section 8.8 of this Agreement, and (2) any enforcement of this indemnity. Notwithstanding the foregoing, Seller shall not indemnify any Seller Indemnitee from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including any of the Companies), (other than any such action expressly required by applicable law or by this Agreement) (a "Buyer Tax lawAct") or attributable to a breach by Buyer of its obligations under this Agreement (including but not limited to Buyer's covenants under Article 8 of this Agreement). Except In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("property Taxes") of the Companies for the Pre-Closing Tax Period shall be equal to the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Companies (other than property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (B) Buyer hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Section 10.3Agreement to indemnify, defend and hold the procedures governing indemnification claims under this section 10.3 Buyer Indemnitees harmless from and against any Loss or Losses that any of the Buyer Indemnitees shall be incur or suffer, resulting from or relating to (1) any and all liability for Taxes (i) of the same as set forth in Section 9.4 and 9.8 Companies related to any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case Buyer's indemnity will cover only that clauses (iiiportion of any such Taxes that are not for the Pre-Closing Tax Period) and (ivii) attributable to a Buyer Tax Act or to a breach by Buyer of its obligations under this Agreement (including but not limited to Buyer's covenants under Article 8 of this Agreement), and (2) any enforcement of this indemnity. (C) If a claim with respect to Taxes shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to Section 9.4(b13.8(A) or 13.8(B), the party receiving such claim shall promptly notify the other party in writing of such claim (a "Tax Claim"). If the indemnified party receives notification of a Tax Claim and fails to notify the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, or in reasonable detail to apprise the indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the indemnifying party shall not apply)be liable to the indemnified party, any of its affiliates or any of their respective officers, directors, agents or employees to the extent that indemnifying party's position is actually prejudiced as a result thereof. With respect to any audit Tax Claim relating solely to a Pre-Closing Tax Period, Seller shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or other proceeding for Taxes for Straddle Period under Section 10.2forego any and all administrative appeals, Buyer shall not consent to proceedings, hearings and conferences with any entry of judgment or enter into any settlement of such claim that would increase taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax liability claimed and sue for a refund where applicable law permits such refund suits or conxxxt the portion Tax Claim in any permissible manner. Seller, the Companies, and each of their respective affiliates shall cooperate with Buyer in contesting any Tax Claim, which cooperation shall include the retention until the applicable statute of limitations has expired and (upon Buyer's request) the provision to Buyer of records and information which are reasonably relevant to such Tax Claim, and making their employees available on a mutually convenient basis to provide additional reasonably relevant information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The Buyer, the Companies and each of their respective affiliates shall cooperate with Seller on the same basis as provided for in the preceding sentence. In no case shall Buyer, the Companies, or any of their respective officers, directors, agents or employees settle or otherwise compromise any Tax Claim relating to a Pre-Closing Tax Period (excluding Straddle Period ending on and including the Closing Date Periods) without the Seller's prior written consent consent. Likewise, in no case shall Seller, the Companies, or any of Seller their respective officers, directors, agents or employees settle or otherwise compromise any Tax Claim relating to a Post-Closing Tax Period (which consent may not be withheld, conditioned or delayed unreasonably)excluding Straddle Periods) without Buyer's prior written consent.

Tax Indemnification. Except for Taxes included as a Liability in Section 8.5.1 From and after the determination of Net Working Capital under Section 2.3Effective Time, the Participating Holders, severally, and not paid over to the Seller jointly, each in accordance with Section 10.4its respective Percentage Share, the Seller shall indemnify the Buyers Parent and Parent’s affiliates and hold them harmless from and against and in respect of (without duplication) any Damages attributable to any and all losses incurred by Taxes (or the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (inon-payment thereof) any liability for Taxes of the Company or with respect any Company Subsidiary for the Pre-Closing Tax Period except to the assets or activities extent such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Company for Closing Balance Sheet (rather than in any taxable year or period that ends on or before notes thereto) and taken into account in determining the Closing Date andFinal Adjustment Amount. If the total amount of all Damages under this Section 8.5.1 does not exceed $100,000, then the Participating Holders shall have no obligation with respect to any Straddle Periodsuch Damages. With respect to any taxable period that includes but does not end on the Closing Date, in the case of any Taxes that are imposed on a periodic basis, the portion of such Straddle Period Tax that relates to the portion of such taxable period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to end be the amount of such Tax for the entire period multiplied by a fraction (i) the numerator of which is the number of days in the period ending on the Closing Date and include (ii) the denominator of which is the number of days in the entire period, and (b) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant period ended on the Closing Date. Section 8.5.2 From and after the Effective Time, the Parent Indemnifying Party shall indemnify the Participating Holders and their affiliates and hold them harmless from and against (iiwithout duplication) any breach Damages attributable to any and all Taxes (or the non-payment thereof) of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 Parent or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before Parent Subsidiary for the Closing, Pre-Closing Tax Period except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflecting timing differences between book and Tax income) shown on the face of the most recent balance sheet (rather than in any notes thereto) in the Parent Financial Statements and adjusted for the Buyer or its Affiliates (including passage of time through the Company) making Closing Date in accordance with past custom and practice of Parent and the Parent Subsidiaries in filing their Tax electionsReturns. If the total amount of all Indemnification Claims under this Section 8.5.2 does not exceed $100,000, Tax accounting, or Tax reporting determinations for then the Company (or Parent Indemnifying Party shall have no obligation with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless any such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply)Indemnification Claim. With respect to any audit or other proceeding for taxable period that includes but does not end on the Closing Date, in the case of any Taxes for Straddle Period under Section 10.2that are imposed on a periodic basis, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of such Tax that relates to the Straddle Period portion of such taxable period ending on and including the Closing Date without shall (a) in the prior written consent case of Seller any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire period multiplied by a fraction (i) the numerator of which consent may not is the number of days in the period ending on the Closing Date and (ii) the denominator of which is the number of days in the entire period, and (b) in the case of any Tax based upon or related to income or receipts, be withheld, conditioned or delayed unreasonably)deemed equal to the amount which would be payable if the relevant period ended on the Closing Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the (a) Seller shall indemnify the Buyers Company, the Buyer and its Affiliates and hold them harmless from and against and in respect of any and all losses incurred by the Buyersloss, which may be imposed onclaim, sustainedliability, incurredexpense, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of other damage attributable to: (i) any liability for all Taxes of (or the Company or with respect to the assets or activities non-payment thereof) of the Company for any taxable year or period that ends all Taxable periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion through the end of such Straddle Period deemed the Closing Date for any Taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an Affiliated Group of which the Company (or any predecessor of the foregoing) is or was a member on or prior to end on and include the Closing Date, including pursuant to Treasury Regulation §1.1502-6 (ii) or any breach of analogous or inaccuracy in the representations and warranties set forth in Section 4.7similar state, local, or foreign law or regulation), and (iii) any liability for and all Taxes of any Person (other than the Company) imposed on the Company as transfereea transferee or successor, successor by contract or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 law, rule, or any comparable provisions of foreign, state or local law)regulation, which Taxes relate to an event or transaction occurring before the Closing; provided that, except in the case of clause (i), (1) solely with respect to any Taxable period ending on the Closing Date or the portion through the end of the Closing Date for any Taxable period that this Section 10.3 includes (but does not end on) the Closing Date, Seller shall not apply to only be liable for Income Taxes to the extent such Income Taxes would exceed the Closing Date Tax Accrual (it being understood that, to the extent the Company is not have been incurred able to properly deduct Transaction Payments (other than as a result of the application of Code §280G to such Transaction Payments) in computing taxable income, Seller shall not be liable for any increase in Income Taxes of the Company in such Taxable period resulting therefrom but only up to an amount equal to the reduction in the Closing Date Tax Accrual under Section 3.12(b) above resulting from taking into account such Transaction Payments) and (2) Seller shall not be liable for the Buyer matters set forth on Schedule 11.1(a). The indemnification under this Section 11.1 shall not be subject to the indemnification deductible and limit set forth in Section 10 or its Affiliates (including elsewhere in this Agreement. Seller’s indemnification obligation with respect to any Pre-Closing Tax Period shall end when the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or applicable statutes of limitation with respect to the assets liabilities in question expire (after giving effect to any extensions or activities waivers thereof ), plus ninety (90) days. Seller shall reimburse Buyer for any Taxes which are the responsibility of Seller pursuant to this Section 11.1 at least 5 days prior to payment of such Taxes by Buyer or the Company. (b) In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts for the Pre-Closing Tax Period shall be determined based on an interim closing of the Company books as of the close of business on the Closing DateDate (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes for a Straddle Period which relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. For the avoidance of doubt, neither the short taxable period of nMatrix Inc. for federal income tax purposes ending on the Closing Date nor the short taxable period of nMatrix Inc. beginning on the day following the Closing Date shall be considered a Straddle Period. (c) If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction or credit that are inconsistent with results in an increase in a Tax liability for which Seller is otherwise liable pursuant to Section 11.1(a), and such change results in an actual decrease in the cash Tax elections, Tax accounting, or Tax reporting liability of the Buyer for the then current tax period of the Buyer, the Company for Tax periods ending on or prior any Affiliate or successor thereof, Seller shall not be liable pursuant to Section 11.1(a) with respect to such increase to the Closing Dateextent of such cash decrease (and, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable extent such increase in Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect liability is paid to a Taxing Authority by Seller or any audit or other proceeding for Taxes for Straddle Period under Section 10.2Affiliate thereof, Buyer shall pay Seller an amount equal to such cash decrease. (d) Buyer shall not consent to file an actual election or take any entry of judgment or enter into any settlement of such claim action that would increase the Tax liability for the portion could result in a deemed election under Section 338 of the Straddle Period ending on and including Code (or any comparable provision of state or local law or regulation) relating to the Closing Date without the prior written consent purchase of Seller (which consent may not be withheld, conditioned or delayed unreasonably).stock of nMatrix U.S.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on From and include after the Closing Date, (ii) the Seller Entities shall protect, defend, indemnify and hold harmless the Purchaser, the Acquired Companies and their Affiliates from any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for all Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 Purchaser or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but Acquired Companies and any Loss resulting from (A) for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company all taxable periods (or with respect to the assets or activities of the Company on the Closing Dateportions thereof) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods beginning before and ending on or prior to the Closing Date, unless such elections including, without limitation, any Taxes imposed as a result of the Section 338(h)(10) Election, (B) the several liability of any of the Acquired Companies pursuant to Treas. Reg. Section 1.1502-6 or determinations for Tax periods ending after the Closing Date are required by applicable Tax any analogous state, local or foreign law or such elections regulation or determinations for Tax periods ending by reason of its having been a member of any consolidated, combined or unitary group on or prior to the Closing Date violate applicable Date, (C) its ceasing to be a member of the Parent Tax law. Except as Group, (D) the breach of any of the Parent Tax Group's covenants set forth in this Section 10.39.6, the procedures governing (E) breaches of representations and warranties in Section 5.10, or (F) any Tax allocation or Tax sharing or similar agreement, as a transferee or successor, by contract or otherwise. The indemnification claims under this section 10.3 Section 9.6(c) and the indemnification for Taxes set forth elsewhere in Section 9.6 hereof shall not be subject to the same as set indemnification Basket and Cap forth in Section 9.4 8.2(b). (ii) For purposes of SECTION 9.6(c)(i), in the case of any Taxes that are imposed on a periodic basis and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding are payable for Taxes for a Straddle Period under Section 10.2Period, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of such Tax which relates to the Straddle Period portion of such Tax period beginning before and ending on and including the Closing Date without shall (A) in the prior written consent case of Seller any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period and (B) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which consent may not would be withheld, conditioned or delayed unreasonably)payable if the relevant Tax period ended on the Closing Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller The Sellers shall --------------- ------------------- severally indemnify the Buyers from Parent and the Buyer and their affiliates (including the Company and its Subsidiaries) and each of their respective directors, officers, employees, stockholders, agents and other representatives against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of hold them harmless from (i) any liability for Taxes of the Company or with respect its Subsidiaries for any Pre-Closing Tax Period (except to the assets or activities of the Company for any extent such taxable year or period that ends on or began before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include continues after the Closing Date, in which case such indemnity will cover only that portion of any such Taxes that are for the Pre-Closing Tax Period), (ii) any breach liability for Taxes of or inaccuracy in the representations Sellers and warranties set forth in Section 4.7, or (iii) any liability for reasonable legal, accounting, appraisal, consulting or similar fees and expenses for any item attributable to any item in clause (i) or (ii) above (collectively, a "Tax Loss"). The Seller's indemnification obligations under this Section 9(a) shall be limited to the excess of amounts reserved (if any) for payment of Taxes set forth in the Closing Balance Sheet. The Parent and the Buyer shall, and after the Closing shall cause the Company and its Subsidiaries to, jointly and severally indemnify each Seller and its affiliates and each of their respective employees, agents and representatives against and hold them harmless from any liability for Taxes and other Tax Losses of the Company or its Subsidiaries for any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case such indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period). In the case of any taxable period that includes (but does not begin or end on) the Closing Date (a "Straddle Period"): (A) Notwithstanding the assessment date, real property, personal property and municipal license taxes (collectively, the "Special Taxes") of the Company and its Subsidiaries for any Pre-Closing Tax Period (other than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement, or the transactions contemplated hereby) shall be equal to the amount of such Special Taxes for the fiscal year (or semester, if applicable) to which they relate multiplied by a fraction the numerator of which is the number of days that have elapsed during the particular fiscal year (or semester, if applicable) that are in the Pre-Closing Tax Period and the denominator which is 365 (or 182 in the case of a semester); and (B) the Taxes of the Company or its Subsidiaries (other than the Special Taxes) for the Pre-Closing Tax Period (other than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnification obligations of the Sellers in respect of Taxes for a Straddle Period shall equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (I) the amount of such Taxes for the Pre-Closing Tax Period paid by the Sellers or any Person of their affiliates (other than the Company) imposed on at any time and (II) the amount of such Taxes paid by the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending Subsidiaries on or prior to the Closing Date violate applicable Tax law. Except and, as provided in Section 9(a) above, shall be limited to the excess of amounts reserved (if any) for payment of Taxes set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 Closing Balance Sheet. The Sellers shall be initially pay such excess to the same as set forth in Section 9.4 and 9.8 Buyer five days prior to the date on which the Tax Return (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With including any Tax Return with respect to any audit or other proceeding estimated Taxes) with respect to the liability for such Taxes for Straddle Period under Section 10.2is required to be filed (and if no such Tax Return is required to be filed, Buyer shall not consent five days prior to any entry the date satisfaction of judgment or enter into any settlement of such claim that would increase the Tax liability is required by the relevant taxing authority). The payments to be made pursuant to this paragraph by the Sellers with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Department of the Treasury Model Form SC 2845 or any successor form) with respect to Taxes for the portion Straddle Period. The indemnification obligations of the Straddle Period ending on and including Sellers provided under this Section 9(a) shall terminate when the Closing Date without the prior written consent applicable statute of Seller (which consent may not be withheld, conditioned or delayed unreasonably)limitations has expired.

Tax Indemnification. Except (a) From and after the Applicable Closing Date, and without duplication, LivaNova shall indemnify and hold harmless the Purchaser Indemnitees from and against any and all Losses for (i) Taxes attributable to the ownership and operation of the Transferred Assets or the Business attributable to all Pre-Closing Tax Periods, (ii) Taxes of the Transferred Subsidiaries attributable to all Pre-Closing Tax Periods, (iii) Taxes imposed on LivaNova or any of its affiliates (not including the Transferred Subsidiaries) for any taxable period except to the extent such Taxes are attributable solely to (A) Purchaser’s ownership or operation of the Transferred Subsidiaries, the Transferred Assets or the Business or (B) items of income of the Transferred Subsidiaries arising in a Post-Closing Tax Period, (iv) any breach by XxxxXxxx or any of its affiliates of the representations and warranties contained in Section 3.14 or of any covenant or agreement contained in Sections 1.05 and 9.06 and this Article X (other than a breach by a Transferred Subsidiary following the Applicable Closing Date), (v) Taxes of another person (other than a Transferred Subsidiary) imposed on a Transferred Subsidiary (A) as a transferee or successor due to transactions occurring on or prior to the Applicable Closing, (B) as a result of contracts or agreements entered into (other than commercial contracts entered into in the ordinary course of business the primary subject matter of which is not Taxes)on or prior to the Applicable Closing, or (C) as a result of such Transferred Subsidiary being included in any fiscal unity or consolidated, affiliated, combined, unitary or similar group at any time prior to the Applicable Closing Date, (vi) Transfer Taxes imposed on LivaNova pursuant to Section 10.01(b), (vii) all liability for VAT imposed on LivaNova or any Seller pursuant to Section 10.02(i) and (viii) all Taxes (other than Transfer Taxes addressed in Section 10.01(b)) and VAT addressed in Section 10.02(i)) imposed in connection with the Restructuring, in each case, to the extent such liability for Taxes is not included as a Liability in the determination of Net Working Capital as finally determined hereunder. Notwithstanding the foregoing, XxxxXxxx shall not have any obligations under this Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i10.03(a) for any liability for Taxes that results from any breach of any covenants or agreements of Purchaser or its affiliates under this Agreement. (b) From and after the Applicable Closing Date, and without duplication, Purchaser shall indemnify and hold harmless the Seller Indemnitees from and against (i) all liability for Taxes attributable to the ownership and operation of the Company Transferred Assets, the Transferred Subsidiaries or with respect to the assets or activities Business for all Post-Closing Tax Periods (other than any such amounts arising as a result of a breach of the Company for representations contained in Sections 3.14(a)(viii), 3.14(a)(ix), 3.14(a)(x)), or 3.14(d) and any taxable year or period other amounts that ends on or before the Closing Date and, with respect are properly indemnifiable by XxxxXxxx pursuant to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing DateSection 10.03(a)), (ii) any breach by Purchaser or any of its affiliates of any of any covenants or inaccuracy agreements in Sections 1.05 and 9.06 and this Article X (other than a breach by a Transferred Subsidiary on or before the representations and warranties set forth in Section 4.7Closing), or (iii) any all liability for Transfer Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Purchaser pursuant to Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii10.01(b) and (iv) of all liability for VAT imposed on Purchaser pursuant to Section 9.4(b) 10.02(i). Notwithstanding the foregoing, Purchaser shall not applyhave any obligations under this Section 10.03(b) for any liability for Taxes that results from any breach of any covenants or agreements of LivaNova or its affiliates under this Agreement. (c) In the case of any Straddle Period, Taxes shall be allocated to the Pre-Closing Tax Period in accordance with Section 10.01(b)(iii). With . (d) Notwithstanding any other provision in this Agreement, Purchaser Indemnitees shall not have any right to indemnification (i) under Section 10.03(a)(i) or Section 10.03(a)(iv) from and against any Taxes of any person that are attributable to the Post-Closing Tax Period (other than with respect to a breach of the representations contained in Sections 3.14(a)(viii), 3.14(a)(ix) 3.14(a)(x) or 3.14(d)) or (ii) under this Section 10.03 due to the unavailability in any audit Post-Closing Tax Period of any net operating losses, credits or other proceeding for Taxes for Straddle Period under Section 10.2Tax attributes otherwise attributable to the Pre-Closing Tax Period. (e) None of Purchaser, Buyer shall not consent to the Transferred Subsidiaries or any entry affiliate of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date Purchaser shall, without the prior written consent of Seller LivaNova (which such consent may not to be unreasonably withheld, conditioned conditioned, or delayed unreasonably)delayed) engage in any transaction (other than any transactions expressly contemplated by this Agreement, the Ancillary Agreements, or the Restructuring Plan) on the Initial Closing Date but after the Initial Closing that is outside the ordinary course of business.

Tax Indemnification. Except for Taxes included as a Liability in (a) From and after the determination of Net Working Capital under Section 2.3Closing, and not paid over to the Seller in accordance with Section 10.4, the Seller shall will indemnify the Buyers from and Purchaser Indemnified Parties against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of hold them harmless from (i) any all liability for Taxes of the Company and the Subsidiaries or with respect to the assets or activities any affiliated group of which the Company or any Subsidiary has ever been a member for any taxable year the Pre-Closing Tax Period or period that ends on or before the Pre-Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) subject to Section 7.02(c), all liability for Taxes as a result of the Purchase, including all liability for Taxes arising from any 338(h)(10) Election, (iii) any breach by the Company, the Subsidiaries or any affiliated group of which the Company or inaccuracy in the representations and warranties any Subsidiary has ever been a member of any representation set forth in Section 4.72.09 (determined without regard to any Material Adverse Effect or materiality qualifiers) or any certificate delivered pursuant to Section 1.03(c)(xii), any covenant in Section 4.01(h) or any covenant in Article VII; and (iv) all liability for reasonable accounting and legal fees and expenses attributable to any item in clauses (i) through (iii). Notwithstanding anything to the contrary in the foregoing, any indemnity payment payable pursuant to this Section 7.04(a) in respect of Non-Income Taxes for any Pre-Closing Tax Period or Pre-Closing Straddle Period shall only be payable as a Covered Loss pursuant to Section 11.05(a). (b) From and after the Closing, Purchaser will indemnify the Seller Indemnified Parties and hold them harmless from (i) all liability for Taxes of the Company and the Subsidiaries for any Post-Closing Tax Period or Post-Closing Straddle Period, (ii) pursuant to Section 7.02(c), 50% of the amount of any Transfer Taxes, (iii) any liability for Taxes breach by the Company, the Subsidiaries or Purchaser of any Person (other than the Company) imposed on the Company as transfereecovenant in Article VII, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect all liability for reasonable legal fees and expenses attributable to any audit item in clauses (i) or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonablyiii).

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over In addition to the Seller indemnification obligations set forth in Section 9.2 above, the Effective Time Holders shall severally, in accordance with Section 10.4their Pro Rata Portion, the Seller shall indemnify the Buyers Acquiror Indemnified Persons and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to Damages resulting from or arising out of (ia) any liability all Taxes (or the non-payment thereof) of Target for Taxes of the Company or with respect to the assets or activities of the Company for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target (or any predecessor of Target) is or was a member on or prior to the portion Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (c) any and all Taxes of or imposed on Acquiror or any of its Affiliates (including Target or any of its Subsidiaries) for any taxable year of such Straddle Period deemed Acquiror or Affiliate that includes the Closing Date as a result of an inclusion under Section 951(a) or 951A of the Code (or any similar provision of state or local law) attributable to end (i) “subpart F income,” within the meaning of Section 952 of the Code (or any similar provision of state or local law) determined as if the taxable year of Target or the applicable Subsidiary and the applicable foreign corporation ended on and include the Closing Date, (ii) the holding of “United States property,” within the meaning of Section 956 of the Code (or any breach similar provision of state or inaccuracy in local Applicable Law) on or prior to the representations and warranties set forth in Section 4.7Closing Date that is attributable to Target or any of its Subsidiaries, or (iii) “global intangible low-taxed income” as defined in Section 951A of the Code determined as if the taxable year of Target or the applicable Subsidiary and the applicable foreign corporation ended on the Closing Date and, in each case, taking into account any liability for net operating losses or similar Tax attributes of the Target and its Subsidiaries that would have been available to offset such inclusion if the taxable years of Target and its Subsidiaries had ended on the Closing Date, (d) any and all Taxes of any Person (other than the Company) imposed on the Company Target as transfereea transferee or successor, successor by contract or otherwise (including pursuant to any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law)Applicable Law, which Taxes relate to an event or transaction occurring before the Closing, except provided, however, that for the avoidance of doubt, the employer’s share of all employment, payroll and similar Taxes incurred by Target in relation to the Change of Control Liability, whether such Taxes are incurred prior to, at, or following the Effective Time, shall be treated as arising in the Pre-Closing Tax Period and shall be a Transaction Expense and (e) any and all Taxes of any Person imposed on Target or Acquiror in connection with the Spinoza Purchase Agreement and the transactions contemplated thereby. The liability of each Effective Time Holder under this Section 10.3 9.9 shall not apply to Taxes to exceed the portion of the Merger Consideration actually received by each Effective Time Holder. To the extent such Taxes would not have been incurred but that any Damages claimed in an Officer’s Certificate pursuant to this Section 9.9 overlaps with a claim for Damages pursuant to Section 9.2, the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as provisions set forth in this Section 10.3, 9.9 and the procedures governing indemnification claims under provisions applicable to this section 10.3 Section 9.9 shall be the same as set forth in Section 9.4 govern and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)control.

Tax Indemnification. Except for Taxes included as a Liability in (a) Seller will indemnify, defend and hold the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Buyer Group harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability Liability for Taxes of the Company or with respect to the assets or activities of Business and the Company for any taxable year or period that ends on or before the Closing Date anddate hereof and the portion of any Straddle Period ending on the date hereof. (b) Buyer will indemnify, defend and hold the Seller Group harmless from and against, except to the extent Seller is otherwise required to indemnify Buyer for such Tax pursuant to Section 13.6(a), all Liability for Taxes of the Company for any taxable period ending after the date hereof, including the portion of any Straddle Period following the date hereof. (c) The obligations of each party to indemnify, defend and hold harmless the other party and other Persons, pursuant to Sections 13.6(a) and 13.6(b), will terminate upon the expiration of all applicable statutes of limitations (giving effect to any extensions thereof), PROVIDED, HOWEVER, that such obligations to indemnify, defend and hold harmless will not terminate with respect to any individual item as to which an Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party. (d) In the case of any Straddle Period, (i) the periodic Taxes of the Company and the Business that are not based on income or receipts (E.G., property Taxes) for the portion of such any Straddle Period deemed to end ending on the date hereof will be computed based on the ratio of the number of days in such portion of the Straddle Period and include the Closing Datenumber of days in the entire taxable period, and (ii) Taxes of the Company for the portion of any breach Straddle Period ending on the date hereof (other than the Taxes described in Section 13.6(d)(i)) shall be computed as if such taxable period ended as of or inaccuracy the close of business on the date hereof, and, in the representations and warranties set forth in Section 4.7, or (iii) case of any liability for Income Taxes of the Company attributable to the ownership by the Company of any Person equity interest in any partnership or other "flowthrough" entity (other than the Company) imposed ), as if a taxable period of such partnership or other "flowthrough" entity ended as of the close of business on the Company as transferee, successor or otherwise date hereof. (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate e) Any indemnity payment required to an event or transaction occurring before the Closing, except that be made pursuant to this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending 13.6 will be paid within 30 days after the Closing Date that are inconsistent with Indemnified Party makes written demand upon the Tax electionsIndemnifying Party, Tax accounting, or Tax reporting of the Company for Tax periods ending on or but in no case earlier than five business days prior to the Closing Date, unless such elections or determinations for Tax periods ending after date on which the Closing Date relevant Taxes are required by applicable Tax law to be paid (or would be required to be paid if no such elections or determinations for Tax periods ending on or prior Taxes are due) to the Closing Date violate applicable relevant taxing authority (including estimated Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonablypayments).

Tax Indemnification. Except for Taxes included as a Liability in (a) From and after the determination Closing, each of Net Working Capital under Section 2.3the Sellers, Other Seller Parties and Trust Beneficiaries, severally and not jointly, based on its respective Pro Rata Share, shall indemnify, defend and hold the Buyer, its Affiliates, and not paid over to after the Seller in accordance with Section 10.4Closing, the Seller shall indemnify Acquired Companies, harmless against, and reimburse the Buyers from and against and Buyer for, the following: (i) any Taxes in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company or with respect to the assets or activities of the Acquired Company for any taxable year or period that ends periods ending on or before the Closing Date and, with respect or allocable to any Straddle Period, the portion of such the Straddle Period deemed to end (as defined below) ending on and include the Closing DateDate (determined pursuant to Section 6.9(b)) (the “Pre-Closing Taxes”), (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the any Acquired Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company6(a) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities under any similar provision of the Company on the Closing Datelaw) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting taxable years of the any Acquired Company for Tax periods ending on or prior to before the Closing Date, unless such elections (iii) any Damages resulting from, arising out of or determinations relating to a breach or misrepresentation with respect to any representation or warranty contained in Section 3.8, (iv) all liabilities and expenses reasonably incurred by the Buyer or any Acquired Company in connection with a Tax Liability, including without limitation fees for Tax periods ending after legal counsel and accountants and (v) any Taxes as a result of an excess loss account or deferred intercompany transaction. Notwithstanding the foregoing, no indemnification will be provided with respect to any amount to the extent reflected as an accrued liability or reserved against in the computation of the Final Purchase Price. (b) In the case of any taxable period that includes but does not end on the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods (a “Straddle Period”), the amount of Taxes allocable to the portion of the Straddle Period ending on or prior to the Closing Date violate applicable Tax law. Except shall be deemed to be (i) in the case of Taxes imposed on a periodic basis (such as set forth in this Section 10.3real or personal property Taxes), the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) amount of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for such Taxes for Straddle Period under Section 10.2the entire period multiplied by a fraction, Buyer shall not consent to any entry the numerator of judgment or enter into any settlement which is the number of such claim that would increase the Tax liability for the portion of calendar days in the Straddle Period ending on and including the Closing Date without and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in clause (i) above (such as Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment or property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date. (c) For the avoidance of doubt, the Parties hereto agree that neither Party will make a ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar provision of law. In accordance with Treasury Regulation Section 1.1502-76 and any analogous provision of law, any Tax related to an extraordinary transaction that occurs on the Closing Date after the Closing shall be allocated to the taxable period beginning after the Closing Date. (d) The Sellers and the Buyer shall treat any indemnity payments made pursuant to this Section 6.9 as adjustments to the Purchase Price for Tax purposes unless applicable Tax Law causes such payment not to be so treated. (e) The indemnity and payment obligations set forth in this Section 6.9 shall survive until the expiration of the applicable statute of limitations applicable under Tax Law plus sixty days; provided, however, that the right to indemnification with respect to claims of which notice was given prior written consent to the expiration of Seller the applicable survival period (which consent may not be withhelddetermined as aforesaid) shall, conditioned or delayed unreasonably)notwithstanding the foregoing, survive such expiration until such claim is finally resolved and any obligations with respect thereto are fully satisfied. The provisions set forth in Article VIII shall have no operative effect with respect to any indemnification matter described in this Section 6.9.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller shall indemnify the Buyers Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold them harmless from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (ia) any liability for Taxes loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’ fees and the Company or with respect cost of enforcing any right to the assets or activities of the Company for any taxable year or period that ends on or before the Closing Date andindemnification under this Agreement, with respect “Losses”) attributable to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth any representation or warranty made by such Seller in Section 4.73.15, but not to exceed the amount of the Purchase Price actually received by such Seller (the “Seller’s Purchase Price”); (b) any Loss attributable to any breach or violation of, or failure fully to perform, any covenant, agreement, undertaking, or obligation of such Seller in ARTICLE VI but not to exceed the amount of the Seller’s Purchase Price; (iiic) any liability all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any Person member of an affiliated, consolidated, combined, or unitary group of which a Company (other than the or any predecessor of a Company) imposed is or was a member on or prior to the Company as transferee, successor or otherwise (including any Closing Date by reason of a liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local law)Law; and (e) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, which Taxes relate relating to an event or transaction occurring before the ClosingClosing Date, except in each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 10.3 shall not apply to Taxes to the extent 6.02 within ten (10) business days after payment of such Taxes would not have been incurred but for the by Buyer or its Affiliates (including the Company) making . The term “Pre-Closing Tax electionsPeriod” means any taxable period ending on or before the Closing Date and, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax any taxable period beginning before and ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period such taxable period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)Date.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the Seller in accordance with Section 10.4, the Seller (a) Sellers shall indemnify and hold harmless the Buyers Purchaser Indemnified Parties from and against and in any Losses with respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any liability for Taxes of the Company (other than Transfer Taxes pursuant to Section 6.2) imposed on or with respect otherwise relating to the assets or activities of Transferred Assets, the Company for Partnerships and Transferred LLCs (i) attributable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for Taxes of any Person (other than the Company) imposed on the Company as transferee, successor or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to the Closing Date, unless such elections or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable (a “Pre-Closing Tax Period”) or any portion of any taxable period that is not a Pre-Closing Tax Period that ends on the Closing Date, (including under Treasury Regulation Section 1502-6 or any similar rule of foreign, federal, state or local law, or as a tranferee, successor or otherwise), or (ii) in connection with a breach of any representation with respect to Taxes in Section 3.11. Except as set forth Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties from and against any Losses arising in connection with a technical termination of any Partnership within the meaning of Section 708 of the Code due to the transfer of Partnership Interests pursuant to this Agreement, whether under the terms of the agreement of such Partnership or otherwise. (b) Purchaser shall indemnify and hold harmless the Seller Indemnified Parties from and against any liability for Taxes relating to the Transferred Assets, the Partnerships and the Transferred LLCs and attributable to any taxable period that is not a Pre-Closing Tax Period, except for any portion of such taxable period that ends on the Closing Date. Any claim to be made pursuant to this Section 10.36.1 must be made before the expiration (with valid extensions) of the applicable statute of limitations plus thirty (30) days related to the Taxes at issue. (c) Any payment made pursuant to this Section 6.l shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by law. (d) For purposes of this Section 6.1, except as provided in the Transition Services Agreement, any Tax liability attributable to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date (x) in the case of real and personal property Taxes, by apportioning such Taxes on a per diem basis and (y) in the case of all other Taxes, on the basis of a “closing of the books” as of the end of the Closing Date. (e) Sellers shall be responsible for preparing any Tax Returns with respect to the Transferred Assets, the procedures governing indemnification claims Partnerships and the Transferred LLCs (in the case of the Partnerships, to the extent Sellers have the direct or indirect right to do so under this section 10.3 the terms of the agreement of such Partnerships) for any Pre-Closing Tax Periods. Purchaser shall be responsible for preparing any Tax Returns with respect to the same as set forth Transferred Assets, the Partnerships and Transferred LLCs (in Section 9.4 the case of the Partnerships, to the extent Purchaser has the direct or indirect right to do so under the terms of the agreement of such Partnerships) for Straddle Periods. Purchaser shall make such Tax Returns available for review by Sellers in advance of the due date for filing such Tax Returns and 9.8 shall consider in good faith any change reasonably requested by Sellers to such Tax Returns. In the event of any disagreement between Purchaser and Sellers, such disagreement shall be resolved by an accounting firm of international reputation mutually agreeable to Purchaser and Sellers (except that clauses (iiithe “Accountant”) and any such determination by the Accountant shall be final. The fees and expenses of the Accountant shall be borne equally by Purchaser and Sellers. (ivf) of Section 9.4(bA party (the “first party”) shall promptly notify the other party (the “second party”) in writing upon receipt of notice of any Tax audits, examinations or assessments that may give rise to a liability for which the second party is responsible under Section 6.1(a) or Section 6.1(b), respectively; provided, that a failure to provide notice shall not applyaffect the first party’s rights to indemnification hereunder, except to the extent that the second party is materially prejudiced thereby. Sellers shall control any such audit, examination or proceeding that relates to a Pre-Closing Tax Period and the parties shall share control over any such audit, examination or proceeding that relates to a Straddle Period; provided that Purchaser shall be entitled to participate in any such contest with its own counsel at its own expense, and Sellers shall provide Purchaser with reasonable advance notice of all communications with any Tax authority, and with advance copies of all materials to be submitted to any Tax authority (and shall provide Purchaser a reasonable opportunity to review and comment on any such materials), and shall otherwise cooperate with Purchaser in good faith in connection with the conduct of any such contest. Purchaser shall control any audit, examination or proceeding that does not relate to Taxes for which Sellers may be responsible under Section 6.1(a). With respect Neither party shall settle or resolve any Tax liability in a manner that could adversely affect the other party without the other party’s consent, such consent not to be unreasonably withheld, conditioned or delayed. (g) Sellers and Purchaser shall (and shall cause their respective Affiliates to) (i) provide the other party and its Affiliates with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any taxing authority or judicial or administrative proceeding for relating to Taxes for Straddle Period under Section 10.2with respect to the Transferred Assets; and (ii) retain (and provide the other party and its Affiliates with reasonable access to) all records or information which may be relevant to such Tax Return, Buyer audit, examination or proceeding; provided that the foregoing shall be done in a manner so as not consent to any entry of judgment or enter into any settlement of such claim that would increase interfere unreasonably with the Tax liability for the portion conduct of the Straddle Period ending on and including business of the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)parties.

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3Seller and Seller’s Equityholders, jointly and not paid over to the Seller in accordance with Section 10.4severally, the Seller shall indemnify the Buyers indemnify, exonerate and hold free and harmless each Buyer Indemnified Person from and against any Losses (including Tax filing preparation costs) resulting from, arising out of or relating to (and without regard to the fact that any one or more of the items referred to in respect of this Section 10.1 may be disclosed by Seller or the Company in any disclosure schedule or in any documents included or referred to therein or may be otherwise known to Buyer on the date hereof or the Closing Date): (a) any and all losses incurred by Taxes (or the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (inonpayment thereof) any liability for Taxes of the Company or with respect to the assets or activities of the Company and its Subsidiaries for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Periodas determined under Section 10.3, the portion partial period through the end of such Straddle the Closing Date for any taxable period that includes (but does not end on) the Closing Date (each, a “Pre-Closing Tax Period”), (b) any and all Taxes for a Pre-Closing Period deemed of any member of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiaries is or was a member prior to end on and include the Closing Date, or on the Closing Date immediately prior to the Closing, including pursuant to Treasury Regulations Section 1.1502-6 of any analogous or similar state, local or foreign Legal Requirements, (iic) any breach of or inaccuracy in the representations and warranties set forth in Section 4.7, or (iii) any liability for all Taxes of any Person (other than the Company) imposed on the Company or its Subsidiaries as transfereea transferee or successor, successor by Contract or otherwise (including any liability arising under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law)otherwise, which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities of the Company on the Closing Date) for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to before the Closing Date, unless such elections (d) any and all Taxes of Seller for any taxable period or determinations for Tax periods ending after the Closing Date are required by applicable Tax law or such elections or determinations for Tax periods ending on or prior to the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3portion thereof, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 (e) any and 9.8 (except that clauses (iii) all payroll and (iv) of Section 9.4(b) shall not apply). With employment Taxes with respect to any audit compensatory payments made pursuant to or other proceeding for in accordance with this Agreement, (f) any and all Taxes for Straddle Period under Section 10.2attributable to the sale, Buyer shall not consent assignment or distribution of the Excluded Assets, (g) the loss of any Tax benefits or attributes as a result of the non-deductibility of any payments made pursuant to any entry Company Plan due to the failure to obtain valid shareholder approval required by the terms of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably).Section

Tax Indemnification. Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3Independent, and not paid over to without duplication of the Seller indemnification provisions set forth in accordance with Section 10.4, the Article IX of this Agreement: (a) Seller shall indemnify Buyer, the Buyers Company and the Company's subsidiaries and hold them harmless from and against and in respect of any and all losses incurred by the Buyersagainst, which may be imposed onwithout duplication, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (i) any all liability for all Taxes (except as provided in paragraph (b) of this Section 6.1) of the Company or with respect to the assets or activities of the Company and its subsidiaries for any all taxable year or period that ends periods ending on or before the Closing Date and, with respect to any Straddle Period, and the portion of such Straddle Period deemed to end ending on and include the Closing DateDate of any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), (ii) all liability for Taxes resulting from a valid, timely and effective elec- tion under Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the Treasury Regulations and any breach of comparable election under state or inaccuracy in local tax law with respect to the representations Company and warranties the subsidiaries set forth in Section 4.76.1 of the Disclosure Schedule (collectively, or the "Election"), as contemplated by Section 6.3 hereof, (iii) any and all liability for Taxes of any Person (other than the Company) imposed on member of an affiliated, consolidated, combined or unitary group of which the Company as transfereeor any of its subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, successor including by reason of the liability of the Company or otherwise any of its subsidiaries (including or any liability arising under predecessor of any of the foregoing) pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions analogous or similar state, local or foreign law or regulation, (iv) any payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which the Company was obligated, or was a party, on or prior to the Closing Date, and (v) all liability for Taxes of foreignany person (other than the Company and its subsidiaries) imposed on the Company or any of its subsidiaries as a transferee or successor, state by contract or local pursuant to any law), rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; PROVIDED, except HOWEVER, that this Section 10.3 in the case of clauses (i), (ii), (iii), (iv) and (v) above, Seller shall not apply to Taxes be liable only to the extent that such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for the Company (or with respect to the assets or activities are in excess of the Company amount, if any, reserved for such Taxes on the Closing DateStatement of Company Business Net Worth. Subject to the specific allocation of expenses set forth in Article VI and any provision relating to expenses to be borne by Buyer set forth in this Article VI, Seller shall indemnify Buyer, the Company and the Company's subsidiaries for Losses (as defined in Section 9.2) incurred in defense of any Tax Claim that is initiated by any Taxing Authority against the Buyer, the Company or the Company's subsidiaries that relates to liabilities for a Tax Taxes described in clauses (i), (ii), (iii), (iv) and (v) above. (b) Buyer shall, and shall cause the Company to, indemnify Seller and its affiliates and hold them harmless from and against all liability for Taxes of Company or any of its subsidiaries for any taxable period ending after the Closing Date that are inconsistent with (except to the Tax elections, Tax accounting, or Tax reporting of the Company for Tax periods ending on or prior to extent such taxable period began before the Closing Date, unless in which case Buyer's indemnity will cover only that portion of any such elections or determinations for Taxes that do not relate to the Pre-Closing Tax periods ending after Period). (c) In the case of any taxable period that includes (but does not end on) the Closing Date are required by applicable (a "Straddle Period"), the Taxes of the Company and its subsidiaries for the Pre-Closing Tax law or such elections or determinations for Tax periods ending Period shall be determined based on or prior to an interim closing of the books as of the close of business on the Closing Date violate applicable Tax law. Except as set forth in this Section 10.3(and for such purpose, the procedures governing indemnification claims under this section 10.3 taxable period of any partnership or other pass-through entity in which the Company or any subsidiary holds a beneficial interest shall be the same as set forth in Section 9.4 and 9.8 (deemed to terminate at such time), except that clauses (iii) the amount of any such Taxes that are imposed on a periodic basis and (iv) are not based on or measured by income or receipts shall be 77 determined by reference to the relative number of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement days in the pre-Closing and post-Closing portions of such claim that would increase Straddle Period. All determinations necessary to effect the Tax liability for the portion foregoing allocations shall be made in a manner consistent with prior practice of the Straddle Period ending on Company and including the Closing Date without the prior written consent of Seller (which consent may not be withheld, conditioned or delayed unreasonably)its subsidiaries.