Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. 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 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. Seller The Parent Indemnified Persons, from and after the Closing, shall indemnify and hold harmless, and shall cause each Assigning Subsidiary be entitled to indemnify and hold harmless indemnification from the Company Stockholders (on a joint and several basis) against, and solely the Parent Indemnified Persons shall be entitled to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties be held harmless from and against against, any and all Damages Losses suffered or incurred by any of them such Parent Indemnified Persons resulting from, arising out of, based on or relating to: , or caused by (i) all Taxes incurred by the Company (A) for any and all sales, use Tax year or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods period ending on or prior to before the Closing Date, and (B) in the case of a Straddle Period, to the extent apportioned to the Pre-Closing Period under Section 5.3(a) and (ii) such exemption from Tax is dependent upon receipt any Taxes of any Person (other than the Company) imposed on the Company as a properly executed Exemption Certificatetransferee or successor, by contract or pursuant to any Law, if the Taxes relate to an event or transaction occurring during a Pre-Closing Period; provided, however, that in no event the indemnification obligation of the Company Stockholders shall Seller or any Assigning Subsidiary (x) only be required to indemnify Purchaser under this Section 5.4(e)(A) applicable to the extent such Damage arises out Losses attributable to clauses (i) and (ii) above exceed the amount, if any, accounted for in the Estimated Closing Statement and taken into account in determining the Post-Closing Adjustment in Section 2.10, and (y) not apply with respect to (A) any transactions occurring on the Closing Date, but after the Closing, outside the Ordinary Course of Business (unless explicitly contemplated by this Agreement) or (B) Losses arising from a change in law breach by Parent of Section 5.3(i). From and after the Closing Date, Parent shall be responsible for, and shall hold the Stockholder Indemnified Persons harmless from and against, any Taxes imposed on the Company (i) for any Tax year or Tax period beginning after the Closing Date affecting Purchaser's obligation to collect such Tax; (Bother than a Straddle Period) any liability for salesand (ii) in the case of a Straddle Period, 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cutextent apportioned to the Post-Off Date; (D) Closing Period pursuant to Section 5.3(a); provided, however, that Parent shall not be responsible for, or required to hold the Stockholder Indemnified Persons harmless from and against, any Taxes for which Seller and the Assigning Subsidiaries are liable any Company Stockholder is responsible under this Agreement (including pursuant to the other parts of this Section 2.5 or 5.3(b). The indemnification obligations contained in this Section 5.3(c5.3(b) hereof; and shall survive the Closing and shall continue in full force and effect until thirty (E30) days after the applicable statute of limitations, giving effect to any Taxes asserted against Purchaser or any of its Affiliates by operation of lawextensions thereof, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretohas expired with respect to each such Tax.

Tax Indemnification. (a) Seller shall indemnify Purchaser and the Purchaser Indemnified Group (including, without limitation, the Company) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless from all liability for: (on a several basis, and solely to the 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: (Ai) any and all salesTaxes imposed upon or assessed against or payable with respect to the Company or the assets of the Company with respect to Pre-Closing Tax Periods, use (ii) all Taxes imposed on the Company under Treasury Regulation §1.1502-6 (or comparable provisions of state or local Tax Law) solely as a result of the Company having filed Tax Returns for the Pre-Closing Tax Period on a consolidated, combined or unitary basis with any other similar Person; (iii) any Liability for Taxes required imposed on the Company directly from making the Section 338(h)(10) Election; (iv) any Liability for Taxes imposed on the Company with respect to be the Pre-Closing Tax Periods arising by reason of any breach by the Company or inaccuracy of any of the representations contained in Section 4.8, (v) any Tax refund receivable for the Pre-Closing Tax Period included in the final and binding Closing Statement that is not collected in respect full after a final resolution of any Purchased Financing Contract during contest pursuant to Section 13.5 with respect to the 12 months following failure by the Closing Date if relevant Governmental Authority to pay such Tax refund receivable initiated by the Company or Seller, and (vi) all reasonable costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i) such Tax is not being collected by through (v). (b) Purchaser or the applicable Purchaser Affiliate in respect shall indemnify Seller and Seller Indemnified Group from and against: (i) all Taxes of the Financing Contract pursuant Company that are imposed with respect to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Post-Closing Tax Periods, including all reasonable costs and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Dateexpenses, including reasonable legal fees and expenses, attributable thereto, and (ii) all Taxes with respect to Pre-Closing Tax Periods for which an accrual has been included on the final and binding Closing Statement but only to the extent that a final resolution regarding the payment of such exemption from Taxes results in such accrued amount exceeding the amount actually paid by the Company (or by Seller on behalf of the Company) with respect to such accrued Taxes for Pre-Closing Tax is dependent upon receipt Periods. (c) Any payment to be made pursuant to the indemnification obligations of a properly executed Exemption Certificateparty under this Section 13.2 shall be paid no later than the later of: (i) ten calendar days after the indemnified party makes written demand upon the indemnifying party setting forth in detail the computation of the amount owed, and (ii) five calendar days prior to the date on which the underlying amount is required to be paid by the indemnified party; provided, however, that in no event shall the case of a Tax that is contested in accordance with the provisions of Section 13.5, payment of the Tax to the appropriate Governmental Authority (or to Seller or any Assigning Subsidiary the Purchaser Indemnified Group with respect to the Tax accrual and Tax refund receivable, respectively) shall not be required prior to indemnify Purchaser under the date a final and unappealable determination to such effect is made by a court of competent jurisdiction or, in the absence of a court proceeding, by the appropriate Governmental Authority. (d) For purposes of this Section 5.4(e)(A13.2, whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending prior to the Effective Time, and the portion of the Straddle Period beginning after the Effective Time, shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the Effective Time and the other of which begins at the Effective Time, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis;” provided, however: (i) exemptions, allowances or deductions that are calculated on an annual basis, and (ii) ad valorem Taxes, such as real and personal property Taxes, shall be apportioned ratably between such periods on a daily basis, and provided, further, transactions occurring on the Closing Date that are properly allocable (based on Treasury Regulation §1.338-1(d)) to the extent such Damage arises out portion of a change in law the Closing Date after the Closing Date affecting Purchaser's obligation shall be allocated to collect such Tax;the taxable period that is deemed to begin at the beginning of the day immediately following the Closing Date. (Be) any liability Except as otherwise provided in Section 13.2(a)(v) with respect to the Tax refund receivables, Seller shall indemnify Purchaser and the Purchaser Indemnified Group pursuant to this Section 13.2 only to the extent that Purchaser or the Purchaser Indemnified Group is required to make a payment to a Governmental Authority (or to a third person as reimbursement for sales, use or other similar Taxes assessed in a payment made to a Governmental Authority) with respect of any Purchased Financing Contract after to a Pre-Closing Tax Period and only to the Cut-Off Date where such Taxes were erroneously paid at extent that the inception amount of such Purchased Financing Contract; (C) payment exceeds the amount included in the current liabilities component of the final Closing Statement with respect to such item; provided, however, that any claim such payment shall be reduced by any Person in respect of sales, use or other similar the Tax paid on or prior benefit available to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable indemnified party pursuant to Section 2.5 or Section 5.3(c) hereof; and11.1(c)(iii). (Ef) any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase The indemnification provisions in this Section 13.2 shall survive the Closing until the expiration of the Purchased Assets pursuant heretoapplicable statute of limitations.

Tax Indemnification. Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely a) Except to the extent applicable reflected in the Final Net Working Capital Statement and subject to the Assigning Subsidiary) all Purchaser Indemnified Parties Section 7.2(h)(vi), Parent hereby indemnifies Buyer and each of its Affiliates, Subsidiaries and Representatives, against and agrees to hold them harmless from and against any and all Damages suffered or incurred by resulting from 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect Liabilities of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Rodeo Entities for all Pre-Closing Tax Periods and (yii) Taxes of any member (other than the Rodeo Entities) of an affiliated, consolidated, combined or unitary group of which Parent, Seller's , or the applicable Assigning Subsidiary's reliance on such exemption for periods any Rodeo Entity is or was a member on or prior to the Closing Date by reason of Liability under Treasury Regulation Section 1.1502-6, or comparable provision of foreign, state or local Law. For the avoidance of doubt, the Parties hereby acknowledge and agree that the indemnification obligations contemplated by this Section 8.10 are applicable with respect to all Tax periods (or portions thereof) ending on or before the Closing Date, including all Tax periods (or portions thereof) occurring prior to ownership of the Rodeo Entities by Parent and Seller pursuant to the ▇▇▇▇▇-▇▇▇ Purchase Agreement. (b) For purposes of Section 8.10(a), in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax related to the Pre-Closing Tax Period shall (i) in the case of any Taxes imposed on a periodic basis (e.g. ad valorem, property and license fees) other than Taxes set forth in clause (ii) below, 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 as of the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any non-periodic Taxes, including any Tax based upon or related to income, gains or receipts or based upon or related to employment or sales or use, value added, and customs duty, be deemed equal to the amount that would be payable if the relevant Tax period ended as of the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. The portion of any credits relating to a Straddle Period shall be determined as though the relevant taxable period ended on and included the Closing Date. (c) Payment by Parent of any amount due under Section 8.10(a) shall be made within ten Business Days following written notice by the indemnitee that payment of such exemption from amounts to the appropriate Tax authority is dependent upon receipt of a properly executed Exemption Certificate; provideddue, provided that in no event Parent shall Seller or any Assigning Subsidiary not be required to indemnify Purchaser under this make any payment earlier than five Business Days before it is due to the appropriate Tax authority. In the case of a Tax that is contested in accordance with the provisions of Section 5.4(e)(A) 8.11 below, payment of the 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. All costs and expenses, including any deposit or similar payment required to be made to any Tax authority and any out-of-pocket costs incurred in order to pursue or continue the contest of any Tax Claim or incurred in connection with a Tax Claim shall be paid by Parent (but only to the extent such Damage arises out Tax Claim relates to a Pre-Closing Tax Period or, for a Straddle Period, to the portion of a change in law after such period that ends on the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto).

Tax Indemnification. Seller (a) After the Closing, the Sellers’ Representative, on behalf of each Seller, shall indemnify indemnify, defend and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basiswithout duplication, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Purchasers’ Indemnified Parties from and against against: (i) any Taxes imposed on any of the Target Companies by reason of being a member of an affiliated, consolidated, unitary, or combined group for a taxable period ending on or before the Closing Date, or as a transferee or successor under any Tax allocation, sharing or assumption agreement or by operation of Law with respect to such period, (ii) any Taxes imposed on any of the Target Companies, or for which any of the Target Companies may otherwise be liable, for any taxable period ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and all Damages suffered including the Closing Date, (iii) any Taxes or Losses imposed on or incurred by the Purchasers’ Representative or any member of the Purchasers’ Group or any of them resulting from, the Target Companies arising out of, based on of or relating to: resulting from (A) any and all sales, use inaccuracy in or other similar Taxes required to be collected in respect breach of any Purchased Financing Contract during representation or warranty under Section 3.9 (Taxes) (in each case determined as to occurrence and amount without regard to any materiality, material adverse effect or similar qualifiers), provided that the 12 months following the Closing Date if amount of such Taxes or Losses resulting from such inaccuracy or breach are in excess of USD 75,000, or (iB) such Tax is not being collected by Purchaser any breach or the applicable Purchaser Affiliate non-performance of any covenant or agreement in respect Section 5.1(a)(xi) (Conduct of the Financing Contract pursuant Target Business), or in this Article VII (Tax Matters), (iv) any Taxes resulting from or relating to (x) Purchaser's the Pre-Closing Reorganization Transactions or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on any other restructuring simultaneous with or prior to the Closing DateDate involving any of the Target Companies, and (v) Sellers’ portion of any Transfer Taxes as determined in Section 7.1 (Transfer Taxes). Notwithstanding anything to the contrary contained in this Agreement, the Sellers’ Representative shall have no indemnification obligation under this Section 7.6 (Tax Indemnification) to the extent any Tax or Loss giving rise to such indemnification obligation would not have arisen but for any amendment of any Tax Return or change in any Tax election or Tax method of accounting of the Target Companies by any member of the Purchasers’ Group after the Closing. (b) After the Closing, the Purchasers’ Representative, on behalf of each Purchaser, shall indemnify, defend and hold harmless, without duplication, the Sellers’ Indemnified Parties from and against: (i) except for Taxes described in Section 7.6(a) (Tax Indemnification), any Taxes imposed on any of the Target Companies or for which any of the Target Companies may otherwise be liable for any taxable period beginning after the Closing Date (and with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date), (ii) any Taxes or Losses imposed on or incurred by the Sellers or any of the Target Companies arising out of or resulting from any breach or non-performance of any covenant or agreement in this Article VII (Tax Matters) and (iii) Purchasers’ portion of any Transfer Taxes as determined in Section 7.1 (Transfer Taxes). (c) If any indemnification obligation under this Section 7.6 (Tax Indemnification) arises as a result of an adjustment that has the effect of reducing the amount of Tax for which the Indemnified Party would otherwise be responsible under this Section 7.6 (Tax Indemnification), including as a result of the re-allocation of any item of income from one taxable period to another, then the amount of such exemption from indemnification obligation shall be reduced by the amount of such reduction in Tax. (d) If any Indemnifying Party has paid an amount in discharge of any claim under this Section 7.6 (Tax is dependent upon Indemnification) and any member of the Indemnified Party’s Group actually receives a refund (whether received in cash or by way of an actual reduction of Taxes otherwise payable) of the Taxes giving rise to such claim, the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall procure that the relevant member of the Indemnified Party’s Group shall, pay to the Sellers’ Representative or the Purchasers’ Representative, as applicable, as soon as practicable after receipt of a properly executed Exemption Certificate; such refund an amount equal to such refund less any reasonable costs and expenses incurred in obtaining such refund, provided, that in no event case shall Seller or any Assigning Subsidiary be required to indemnify Purchaser the amount payable under this Section 5.4(e)(A7.6(d) (Tax Indemnification) by the relevant Indemnified Party exceed the amount previously paid by the relevant Indemnifying Party to the extent such Damage arises out relevant Indemnified Party. (e) For the avoidance of a change doubt, any payment of estimated Taxes, or any other prepayment of Taxes or deposit made in law after respect of Taxes, made by, or on behalf of or for the account of, any Target Company on or before the Closing Date 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 Taxes for a Straddle Period shall be treated as a payment by the Sellers of Taxes of such Target Company allocable to the portion of such Straddle Period ending on the Closing Date. (f) No claim for indemnification shall be made under this Section 7.6 (Tax Indemnification) after the Cut-Off Date where such Taxes were erroneously paid at date that is ninety (90) days after the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase expiration of the Purchased Assets pursuant heretoapplicable statute of limitations (taking into account any extension or waiver thereof after the Closing).

Tax Indemnification. Seller (a) Developer shall indemnify and hold harmlessdefend, and shall cause each Assigning Subsidiary to indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise Taxes of Developer, Contractor or Subcontractors or any of their respective Affiliates; (ii) Pre-Closing Taxes; (iii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes attributable to a breach by Developer of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a several basistransferee or successor, and solely by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the extent applicable close of business on the day immediately preceding the Closing Date. (b) Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered by the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) in the Assigning Subsidiary) all Purchaser Project to be placed in service within the meaning of Section 45 of the Code no later than the end of the fourth calendar year after the date on which construction began, regardless of whether such failure is caused by or the result of Force Majeure, but not if such failure is solely the result of the acts or omissions of PacifiCorp in breach of this Agreement, then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and all Damages losses 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser PacifiCorp Indemnified Parties as a result of its purchase of thereof. (d) PacifiCorp may set off against the Purchased Assets Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant heretoto this Section 21.1.

Tax Indemnification. Seller The Company shall indemnify the Buyer and each Buyer Indemnitee (as defined in Section 7.01) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against (a) any loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable and all Damages suffered documented attorneys’ fees and the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out representation or warranty made in Section 3.19; (b) any Loss attributable to any breach or violation of, based on or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (c) all Taxes of the Company relating to: to the business of the Company for all Pre-Closing Tax Periods (Aas defined below); (d) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during member of an affiliated, consolidated, combined, or unitary group of which the 12 months following the Closing Date if Company (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect any predecessor of the Financing Contract pursuant to (xCompany) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing DateDate by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iie) such exemption from Tax is dependent upon receipt any and all Taxes of a properly executed Exemption Certificate; providedany Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including reasonable and documented attorneys’ and accountants’ fees) incurred in connection therewith, the Company shall reimburse Buyer for any Taxes of the Company that in no event shall are the responsibility of Seller or any Assigning Subsidiary be required pursuant to indemnify Purchaser under this Section 5.4(e)(A) 6.04 within ten business days after payment of such Taxes by Buyer or the Company. The term “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to the extent such Damage arises out of a change in law any taxable period beginning before and ending after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesDate, 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 portion of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid taxable period ending on or prior to and including the Cut-Off Closing Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. (a) The Seller Indemnifying Party shall be liable for, and shall indemnify and hold harmless, Buyer and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser other Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting harmless 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser all Taxes, including Seller Straddle Period Taxes (as defined below), of the Seller or the applicable Purchaser Affiliate in respect Acquired Companies, or relating to either of the Financing Contract pursuant Acquired Company’s operations, and attributable to (x) Purchaser's any taxable period or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods portion of a period that ends on or prior to before the Closing Date, (ii) all sales or use or transfer or transactional Taxes attributable to Seller’s sale of the Interests of the Acquired Companies, and (iii) any Taxes imposed on Seller by reason of income or gain recognition of Seller pursuant to the Seller’s sale of the Interests of the Acquired Companies. The Seller Indemnifying Party shall be responsible for reimbursing Buyer for such Taxes within 10 days of receipt of notice from Buyer of the amount of such Taxes. For purposes hereof, Taxes with respect to any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”) shall be apportioned to the period ending on or before the Closing Date (the “Pre-Closing Period”) as follows: (i) the portion of any real, personal and intangible property Taxes (“Property Taxes”) 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 Period and the denominator of which is the number of days in the Straddle Period; and (ii) any Taxes other than Property Taxes computed as if such exemption Straddle Period ended on the Closing Date (the “Seller Straddle Period Taxes”). (b) Buyer shall be liable for and shall indemnify and hold Seller and the other Seller Indemnified Parties harmless from Tax is dependent upon receipt all Taxes payable by the Buyer or Acquired Companies, or relating to either of the Acquired Company’s operations, and attributable to any taxable period or portion of a properly executed Exemption Certificate; provided, period that in no event shall Seller or 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 ends after the Closing Date 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 than the Cut-Off Date where such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase amount of the Purchased Assets pursuant heretoSeller Straddle Period Taxes).

Tax Indemnification. (a) The Seller shall be responsible for, shall pay or cause to be paid, and shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties Buyer from and against any and all Damages suffered Losses for or incurred by any in respect of them resulting fromeach of the following, arising out of, based on or relating to: without duplication: (Ai) any and all sales, use liability for Taxes of the Company and each of the Company Subsidiaries for all taxable periods (or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following portions thereof) ending on or before the Closing Date if (ia "Pre-Closing Tax Period") such Tax is not being collected and with respect to any taxable period that begins on or before and ends after the Closing Date (a "Straddle Period"), for the portion thereof ending on the Closing Date; (ii) all liability (as a result of Treasury Regulation ss. 1.1502-6 or any similar provision of state, local or foreign law or as a transferee or successor by Purchaser contract or otherwise) imposed on the applicable Purchaser Affiliate in respect Company or any of the Financing Contract pursuant Company Subsidiaries for the Taxes of the Seller or any other person or entity (other than the Company or any of the Company Subsidiaries) which is or has been an Affiliate of the Company or any of the Company Subsidiaries prior to the Closing Date; (xiii) Purchaser's any and all liability for Taxes attributable to the making of Elections (as described under Section 8.9(a)) and any Taxes arising out of any failure by the Seller to pay such Tax; (iv) all Taxes arising out of a breach of any representation or warranty set forth in Section 5.17 other than Section 5.17(b), (v) any payment to be made after the applicable Purchaser Affiliate's reliance Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contract (whether or not written and in each case covering the sharing of income or income-based taxes reported on an applicable exemption from such a combined, unitary or consolidated Tax and (yReturn) Seller's to which the Company or any of the applicable Assigning Subsidiary's reliance on such exemption for periods Company Subsidiaries was obligated or was a party on or prior to the Closing Date, and (iivi) such exemption from Tax is dependent upon receipt all liability for reasonable legal fees and other third-party expenses for any item attributable to any item in clause (i) through (v) above. (b) The Buyer shall be liable for and shall indemnify the Seller for (i) all liability for Taxes of a properly executed Exemption Certificate; provided, that in no event shall Seller the Company and each of the Company Subsidiaries for any taxable period or 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 portion thereof beginning after the Closing Date affecting Purchaser's obligation and, with respect to collect a Straddle Period, the portion of such Tax; Straddle Period beginning after the Closing Date (Bthe "Post-Closing Tax Period"), (ii) any liability for sales, use or other similar Taxes assessed in respect of any Purchased Financing Contract after to the Cut-Off Date where extent that such Taxes were erroneously paid at with respect to periods after the inception Closing by the Seller and not reflected as an asset on the Most Recent Balance Sheet (in which case the amount of such Purchased Financing Contract; Taxes shall be subject to indemnification when such Taxes would otherwise have become due and payable), (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (Diii) any Taxes for which Seller attributable to any failure by the Buyer to make any Election 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.-44-

Tax Indemnification. Seller Sellers shall indemnify and hold harmlessindemnify, and shall cause each Assigning Subsidiary to indemnify defend and hold harmless Purchaser and its Affiliates (on a several basisincluding, and solely to after Closing, the extent applicable to the Assigning SubsidiaryCompanies) 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, Losses that in no event shall Seller or 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 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser may suffer as a result of its purchase any liability of any of the Companies for (i) any unpaid Taxes of the 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 Purchased Assets with respect to any Tax period beginning before and ending after the Closing Date (a “Straddle Period”) to the extent allocable (as determined in Section 9.1(b)) to the portion of such period ending before the Closing Date (the “Pre-Closing Tax Period”), except to the extent such Taxes are reflected on the 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 any Affiliate of Purchaser with respect to the Companies for any Tax period beginning after the Closing Date or for the portion of any Straddle Period beginning after the Closing Date, then Purchaser shall pay to Sellers the amount of any such reduction in Tax liability when such reduction is actually realized. The Losses with respect to which Purchaser and its Affiliates may be entitled to indemnification pursuant heretoto this Section 9.1 are sometimes referred to hereinafter as “Tax Losses.”

Tax Indemnification. Seller (a) AOL and the AOL Entities (other than ANS and the ANS Entities) jointly and severally shall be responsible for, shall pay or cause to be paid, and shall indemnify and hold harmlessharmless WorldCom and any WorldCom affiliates and, after the Closing, ANS and shall cause the ANS Entities and each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties of their respective successors-in-interest from and against any and all Damages suffered Losses and Expenses for or incurred by any in respect of them resulting from, arising out of, based on or relating toeach of the following: (Ai) Any and all Taxes with respect to any taxable period of ANS or any of the ANS Entities (or any predecessor) ending on or before the Closing Date (including any and all salesTaxes arising as a result of the Elections), use but excluding any transactions occurring after the Closing (other than the Elections) which are not related to the transfer of ANS Shares and the other transactions contemplated by this Agreement ("Excluded Transactions"); (ii) Any and all Taxes resulting from ANS or other similar Taxes required any of the ANS Entities (or any predecessor) having been (or ceasing to be collected be) included in respect any affiliated, consolidated, combined or unitary Tax Return that included ANS or any of the ANS Entities (or any Purchased Financing Contract during the 12 months following predecessor) for any taxable period (or portion thereof) ending on or before the Closing Date if (iincluding any liability for Taxes resulting from an acceleration of an "intercompany transaction" within the meaning of Treasury Regulation (S) such Tax 1.1502-13(d), any deferred income triggered by Treasury Regulation (S) 1.1502-14, and any excess loss accounts taken into income under Treasury Regulation (S) 1.1502-19 or any analogous or similar provisions under state, local or foreign law or any predecessor provision or regulation) that occurred on or before the Closing Date (but excluding the Excluded Transactions); (iii) Any and all Taxes of any member of an affiliated, consolidated, combined or unitary group (other than ANS or any ANS Entity) of which ANS or any ANS Entity (or any predecessor) is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, by reason of the liability of ANS or any ANS Entity (i) pursuant to Treasury Regulation (S) 1.1502-6(a) or any analogous or similar state, local or foreign law or regulation, (ii) as a transferee or successor, or (iii) by contract or otherwise (including under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which ANS or any of the ANS Entities, any predecessor of ANS or any of the ANS Entities, or any transferor to ANS or any of the ANS Entities, is a party or is obligated thereunder; (iv) Any and all Employment and Withholding Taxes; (v) To the extent not previously paid, any and all real property Taxes allocable to ANS or any ANS Entity (or any predecessor) pursuant to Section 6.2(c) hereof (excluding real property Taxes resulting from the Excluded Transactions and any increase in real property Taxes arising from a revaluation of the property as a result of the sale of ANS Shares or the Elections); (vi) Any and all Taxes allocable to AOL, ANS or any ANS Entity pursuant to Section 6.2(c) hereof and not previously paid thereunder; and (vii) Any breach by AOL or any AOL Entity of any representation, warranty or covenant contained in Section 3.10 or Section 6.2. (b) WorldCom agrees to indemnify and hold harmless AOL and the other AOL Entities from and against (and AOL and the other AOL Entities shall have no liability under Section 6.2(a) on account of) any and all Losses and Expenses for or in respect of any and all Taxes of ANS or any of the ANS Entities (or any predecessor) that are not described in Section 6.2(a) (including Taxes resulting from an Excluded Transaction), except for such Taxes arising from a breach of a representation or warranty contained in Section 3.10, to the extent such representation or warranty has not expired pursuant to Section 5.2. (c) AOL and WorldCom shall, to the extent permitted by applicable law, elect with the relevant taxing authority to close the taxable period of ANS and the ANS Entities on the Closing Date. In any case where applicable law does not permit ANS or any ANS Entity to close its taxable year on the Closing Date (and in the case of Taxes described in Section 6.2(a)(v)), Taxes attributable to the taxable period of ANS or a ANS Entity beginning on or before and ending after the Closing Date shall be allocated (i) to AOL for the period up to and including the Closing Date (excluding any Excluded Transaction and any increase in real property Taxes arising from a revaluation of the property as a result of the sale of ANS Shares or the Elections), and (ii) such exemption to WorldCom for the period subsequent to the Closing Date (including any Excluded Transaction and any increase in real property Taxes arising from Tax is dependent upon receipt a revaluation of the property as a properly executed Exemption Certificate; provided, that in no event shall Seller result of the sale of ANS Shares or any Assigning Subsidiary be the Elections). Any allocation required to indemnify Purchaser under this Section 5.4(e)(A) determine any Taxes attributable to the extent such Damage arises out of a change in law any period beginning on or before and ending after the Closing Date affecting Purchaser's obligation (including any Taxes resulting from a Tax audit or administrative or court proceeding) shall be made by means of a closing of the books and records of ANS and the ANS Entities as of the close of business on the Closing Date, excluding any Excluded Transaction, and, to collect the extent not susceptible to such Tax;allocation, by apportionment on the basis of elapsed days, except that extraordinary items described in Treasury Regulation (S) 1.1502- 76(b)(2)(ii)(C) shall be allocated to the day that they are taken into account. Real property Taxes (excluding those arising from any Excluded Transaction and any increase in such Taxes arising from a revaluation of the property as a result of the sale of ANS Shares or the Elections) shall be allocated on the basis of elapsed days. (Bi) Promptly after receipt by WorldCom, ANS or any liability for salesof the ANS Entities of written notice of the assertion or commencement of any claim, use audit, examination, or other similar Taxes assessed proposed change or adjustment by any taxing authority concerning any Tax covered by Section 6.2(a) (each a "Tax Claim"), WorldCom shall notify AOL. Such notice shall contain factual information (to the extent known by WorldCom, ANS or any of the ANS Entities) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any Purchased Financing Contract after such asserted Tax Claim. The failure of WorldCom to give AOL prompt notice as provided herein shall not relieve AOL of any of its obligations under Section 6.2, except to the Cut-Off Date where extent that AOL is materially prejudiced by such Taxes were erroneously paid at the inception of such Purchased Financing Contract;failure. (Cii) AOL shall promptly notify WorldCom of the commencement of any claim claim, audit, examination or other proposed change or adjustment by any Person taxing authority which could reasonably be expected to affect the liability of ANS or any of the ANS Entities for Taxes. Such notice shall contain factual information (to the extent known by AOL or any AOL Entity) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of salesany such asserted Tax Claim. The failure of AOL to give WorldCom prompt notice as provided herein shall not relieve WorldCom of any of its obligations under Section 6.2, use except and only to the extent that WorldCom or any of the WorldCom Entities (including ANS and any of the ANS Entities) is materially prejudiced by such failure. (iii) AOL shall have the sole right to represent ANS's or any of the ANS Entities' interests in any Tax audit or administrative or court proceeding relating to any Tax covered by Section 6.2(a) and to employ counsel of its choice, provided that (A) with respect to any taxable period referred to in Sections 6.2(a)(v) or (vi) hereof or ending after the Closing Date or (B) if the results of such Tax audit or proceeding could reasonably be expected to be material to WorldCom, ANS, or their Affiliates for any taxable period including or ending after the Closing Date, then AOL and WorldCom shall jointly control the defense and settlement of any such Tax audit or proceeding and each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other similar agreement with respect thereto without the consent of the other party, which consent shall not be unreasonably withheld provided; however, for a Tax audit or proceeding with respect to any Seller Consolidated and Combined Return, WorldCom shall only be entitled to participate actively with respect to those issues as to which they have an interest and not control jointly the settlement of the entire audit. AOL shall promptly notify WorldCom if it decides not to control the defense or settlement of any such Tax audit or administrative or court proceeding and WorldCom thereupon shall be permitted to defend and settle such Tax audit or proceeding. (i) AOL shall properly prepare or cause to be properly prepared, and shall timely file or cause to be timely filed, (x) all Tax Returns which include ANS or any ANS Entities required to be filed on or before the Closing Date, and (y) all Tax Returns which include ANS or any ANS Entities or their assets or operations for all taxable periods of ANS and of the ANS Entities ending on or before the Closing Date (which Tax Returns shall include ANS and the ANS Entities and the reportable items from the assets or operations of ANS and the ANS Entities through and including the Closing Date). Such Tax Returns (insofar as they relate to ANS or any of the ANS Entities) shall be prepared in a manner consistent with past practices and prior audit adjustments and AOL shall pay or cause to be paid all Taxes shown as due on such Tax Returns or otherwise levied or assessed upon ANS or any of the ANS Entities or any of their assets on or prior to the Cut-Off Closing Date;. Insofar as they relate to ANS and the ANS Entities, such Tax Returns shall be provided to WorldCom for WorldCom's review and comment 20 Business Days prior to filing, and WorldCom shall be entitled to suggest to AOL any reasonable changes to such Tax Returns, which suggestions may be rejected by AOL in its discretion. Any disagreement between the parties will be resolved through the Tax Settlement Procedure. AOL shall, subsequent to the Closing Date, provide written notice to AOL of its intent to file any amended Tax Return or claim for refund with respect to any taxable period ending on or prior to the Closing Date that could reasonably be expected to be material to WorldCom, ANS, or their Affiliates for any taxable period including or ending after the Closing Date, and AOL shall not make such filing without the consent of WorldCom, which consent shall not be unreasonably withheld. (Dii) Except as set forth in clause (i) above, WorldCom shall be responsible for the filing and payment (subject to WorldCom's right to indemnification to the extent provided in Section 6.2(a)) of all other Tax Returns required to be filed after the Closing Date by or on behalf of ANS and any Taxes of the ANS Entities, or with respect to their assets and operations. WorldCom shall, subsequent to the Closing Date, provide written notice to AOL of its intent to file any amended Tax Return that could reasonably be expected to be material to AOL, and WorldCom shall not make such filing without the consent of AOL, which consent shall not be unreasonably withheld. (iii) With respect to any Tax Return required to be filed by WorldCom for which Seller a taxable period of ANS or any of the ANS Entities beginning on or before the Closing Date and ending after the Assigning Subsidiaries are liable Closing Date, WorldCom shall deliver, at least 20 Business Days prior to the due date for filing such Tax Return (including extensions), to AOL a statement setting forth the amount of Tax allocated to AOL pursuant to Section 2.5 6.2(c), (the "Tax Statement") and copies of such Tax Returns, and WorldCom shall cause ANS and the ANS Entities to pay all Taxes shown as due on such Tax Returns. AOL shall have the right to review such Tax Return and the Tax Statement prior to the filing of such Tax Return and to suggest to WorldCom any reasonable changes to such Tax Returns. Any disagreement between the parties will be resolved through the Tax Settlement Procedure. If the Tax Settlement Auditor is unable to make a determination with respect to any disputed issue within five (5) Business Days prior to the due date (including extensions) for the filing of the Tax Return in question, then WorldCom may file such Tax Return on the due date (including extensions) therefor without such determination having been made and without AOL's consent. Notwithstanding the filing of such Tax Return, the Tax Settlement Auditor shall make a determination with respect to any disputed issue, and the amount of Taxes that are allocated to AOL pursuant to Section 6.2(c) or Section 5.3(c6.2(a)(v), as the case may be, shall be as determined by the Tax Settlement Auditor. The fees and expenses of the Tax Settlement Auditor shall be paid one-half by WorldCom, on the one hand, and one-half by AOL, on the other. Nothing in this Section 6.2(e)(iii) hereof; andshall excuse AOL from its indemnification obligations pursuant to Section 6.2 hereof if the amount of Taxes as ultimately determined (on audit or otherwise), for the periods covered by such Tax Returns and which are allocable to AOL pursuant to Section 6.2(c) or Section 6.2(a)(v), as the case may be, exceeds the amount determined under this Section 6.2(e)(iii). (Eiv) AOL and WorldCom shall cooperate fully with each other and make available to each other in a timely fashion such Tax data and other information as may be reasonably required by AOL or WorldCom for the preparation and timely filing of any Taxes asserted Tax Returns required to be prepared and filed by AOL or WorldCom hereunder, or in connection with the preparation or filing of any election, claim for refund, consent or certification. (f) AOL and WorldCom shall provide to each other, and WorldCom shall cause ANS and the ANS Entities to provide to AOL, full access, at any reasonable time and from time to time, at the business location at which the books and records are maintained, after the Closing Date, to such Tax data of ANS and the ANS Entities as AOL or WorldCom, as the case may be, may from time to time reasonably request and shall furnish, and request the independent accountants and legal counsel of AOL, WorldCom, ANS and the ANS Entities to furnish to AOL, WorldCom, ANS or the ANS Entities as the case may be, such additional Tax and other information and documents in the possession of such persons as AOL, WorldCom, ANS or the ANS Entities may from time to time reasonably request. (g) Any claim for indemnity hereunder may be made at any time prior to 60 Business Days after the expiration of the applicable Tax statute of limitations with respect to the relevant taxable period (including all extensions obtained, whether automatic or permissive). (h) The party seeking indemnification or other payment pursuant to this Section 6.2 shall give the other party written notice of claim for indemnification or payment, which notice shall include a calculation of the amount of the requested indemnity or other payment and shall furnish to the other party copies of all books, records and other information reasonably requested by the other party to the extent necessary to substantiate such claim and verify the amount thereof. If reasonably necessary in order to make or substantiate a claim (or to determine if a claim should be made), each party shall be permitted access to the other party's books, records and other information in connection therewith. The party requested to make any indemnity or other payment pursuant to this Section 6.2 shall deliver to the party requesting payment, within 20 Business Days after receiving both the foregoing notice and all books, records and other information reasonably requested by it, a detailed statement describing its objections (if any) thereto. Any such objections will be resolved through the Tax Settlement Procedure. (i) AOL shall be responsible for, shall pay or cause to be paid, and shall indemnify and hold harmless WorldCom, ANS, and the ANS Entities, from and against Purchaser any Losses and Expenses arising after the Closing Date arising under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which ANS or any of its Affiliates by operation the ANS Entities, any predecessor of law, statute, common law ANS or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase any of the Purchased Assets pursuant hereto.ANS Entiti

Tax Indemnification. Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary (a) Buyer hereby agrees to indemnify and hold Seller and each partner of Seller (each, a "Tax-Indemnified Party") harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties an After-Tax Basis from and against any and all Damages suffered taxes, fees, duties, impost, levies or incurred by any charges of them resulting from, arising out of, whatsoever nature (other than taxes of general applicability based on income) imposed by the State of Maine or relating to: any political subdivision thereof or any taxing authority of such State or political subdivision and all interest, penalties or similar liabilities with respect thereto (Aany such amounts, "Taxes") solely as a result of any payment made or to be made by Buyer to Seller pursuant to this Agreement or as a result of the purchase and sale of Seller's right, title and interest in and to the Power Purchase Agreement as contemplated by this Agreement but only to the extent such Taxes are imposed as a result of a Change in Law after the date of this Agreement. Buyer agrees to pay (or reimburse such Tax- Indemnified Party for payment of) any and all sales, use or other similar Taxes within 45 days of the date on which such Tax-Indemnified Party delivers to Buyer the documentation required to be collected in respect of any Purchased Financing Contract during by the 12 months following the Closing Date if immediately succeeding paragraph. Each Tax-Indemnified Party will (i) notify Buyer in writing within five business days of such Tax-Indemnified Party's receipt of an assessment, notice or request for payment of any such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Datea taxing authority, and (ii) supply to Buyer not less than twenty business days in advance of the due date therefor calculations, documentation and forms of returns (or, at the option of such exemption Indemnified Party, pertinent portions of or excerpts from such returns) demonstrating the nature, amount and calculation of any Tax which such Tax-Indemnified Party believes Buyer is dependent upon receipt of a properly executed Exemption Certificate; provided, that in obligated to pay pursuant to this Section. In no event shall Seller will Buyer be obligated to pay interest, penalties or 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 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser late charges due as a result of its purchase a Tax-Indemnified Party's failure to file returns or make Tax payments within the time periods required by law unless such failure is the result of the Purchased Assets action or inaction of Buyer. Failure of a Tax-Indemnified Party to provide any notice or other item to Buyer as described in this paragraph by the time specified in this or the immediately succeeding paragraph shall not, however, affect such Tax-Indemnified Party's right to indemnification as provided in the first paragraph of this Section 6.4(a). Each Tax-Indemnified Party will promptly notify Buyer of any event which such Tax-Indemnified Party believes constitutes or may constitute a Change of Law promptly after becoming aware thereof. Buyer may, at its option, require such Tax-Indemnified Party, with funds provided by Buyer, to make any payment of Tax pursuant heretoto this Section under protest and may at Buyer's sole expense contest the assessment or calculation of such Tax before the relevant taxing authority. Each Tax-Indemnified Party agrees to Buyer exercising direction and control of any such protest and any related proceeding, and will provide reasonable cooperation at Buyer's request and sole expense in the conduct thereof. (b) For purposes of Section 6.4(a) above, (i) "Change in Law" shall mean any finally adopted change in law, rule or regulation, or official published interpretation thereof in each instance, and (ii) "After-Tax Basis" shall mean on a basis such that any payment required to be paid on such basis shall, if necessary, be supplemented by a further payment so that the sum of the two payments, after deduction of all taxes, penalties, fines, interest and other charges resulting from the receipt (actual or constructive) of such payments imposed by or under any Federal, state or local governmental authority in the United States or subdivision or any taxing authority of any thereof (assuming for this purpose that each Tax-Indemnified Party is a tax- paying entity in the State of Maine subject to the maximum applicable corporate income tax rates then in effect), and after taking into account all related tax savings (whether by deduction, credit or otherwise) actually realized as a result of such payments or the event or circumstance giving rise thereto, shall be equal to the payment so required.

Tax Indemnification. Seller The Sellers, jointly and severally, shall indemnify the Buyer and its affiliates (including the Company) and each of their respective directors, officers, employees, stockholders, agents and other representatives against and hold harmlessthem harmless from (x) any liability for Taxes of the Company for any Pre-Closing Tax Period, (y) any liability for Taxes of the Sellers or any other person (other than the Company) which is or has ever been affiliated with the Company and (z) any liability 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 Assigning Subsidiary to indemnify 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 affiliate for any taxable period ending after December 31, 1998 (on a several basis, and solely except to the extent applicable such taxable period began before December 31, 1998, in which case the Buyer's 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 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 Assigning Subsidiary) all Purchaser Indemnified Parties from 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 against any and all Damages suffered or incurred by any the denominator of them resulting from, arising out of, based on or relating to:which is the number of days in the Straddle Period; and (Aii) any and all salesthe 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, use or other similar Taxes required to be collected 1998. The indemnity obligations of the Sellers in respect of any Purchased Financing Contract during Taxes for a Straddle Period shall equal the 12 months following excess of (x) such Taxes for the Pre-Closing Date if Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax is not being collected Period paid by Purchaser the Sellers or any of its affiliates (other than the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (xCompany) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax at any time and (yii) Seller's or the applicable Assigning Subsidiary's reliance on amount of such exemption for periods Taxes paid by the Company on or prior to the Closing DateDecember 31, 1998. The Sellers, jointly and (ii) severally, shall initially pay such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) excess to the extent such Damage arises out of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or Buyer five days prior to the Cutdate on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of 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-Off Date; (DAD or any successor form) any with respect to Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoStraddle Period.

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 8.02) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties 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 all Damages suffered the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out representation or warranty made in Section 3.16; (b) any Loss attributable to any breach or violation of, based on or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (c) all Taxes of the Company or relating to: to the business of the Company for all Pre-Closing Tax Periods (Aas defined below); (d) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during member of an affiliated, consolidated, combined, or unitary group of which the 12 months following the Closing Date if Company (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect any predecessor of the Financing Contract pursuant to (xCompany) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing DateDate by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iie) such exemption from Tax is dependent upon receipt any and all Taxes of a properly executed Exemption Certificate; providedany Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that in no event shall are the responsibility of Seller or any Assigning Subsidiary be required pursuant to indemnify Purchaser under this Section 5.4(e)(A) 6.04 within ten business days after payment of such Taxes by Buyer or the Company. The term “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to the extent such Damage arises out of a change in law any taxable period beginning before and ending after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesDate, 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 portion of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid taxable period ending on or prior to and including the Cut-Off Closing Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. Seller shall indemnify (a) The Shareholders agree, jointly and hold harmlessseverally, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Buyer Indemnified Parties from and against any and all Damages suffered Losses incurred or incurred paid by any a Buyer Indemnified Party, which arise as a result 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 affecting Purchaser's obligation to collect such Tax; (B) any liability for salesany Taxes imposed on the Company and the Subsidiaries pursuant to federal, use state, local or other similar foreign law attributable to any periods ending on or before the date of the Closing, (ii) with respect to any Straddle Period, the portion of Taxes payable by or assessed in respect of any Purchased Financing Contract after against the Cut-Off Date where such Taxes were erroneously paid at Company which are properly allocable to the inception part of such Purchased Financing Contract; (C) any claim by any Person in respect Straddle Period ending on the date of salesthe Closing, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 7.5(b), (iii) any breach of the representations or warranties made by the Company and the Shareholders in Section 5.3(c2.12, and (iv) hereof; andany breach of, or failure to perform, any agreement or covenant contained in Sections 4.11, 4.12 or 4.13 hereof (all such Losses being "TAX LOSSES"). Any indemnity payments to or from the Shareholders or to or from the Buyer pursuant to this Agreement, whether under this Section 7.5 or otherwise, shall be treated by the Buyer and the Shareholders as purchase price adjustments for all tax purposes. All indemnification obligations set forth in this Section 7.5(a) shall be treated as "TAX CLAIMS" for purposes of this Agreement. (Eb) For purposes of this Section 7.5, with respect to any taxable year or period beginning before and ending after the date of the Closing (a "STRADDLE PERIOD"), an allocation of Taxes asserted against Purchaser shall be made to the part of such Straddle Period which ends on the date of the Closing based on (i) the closing of the books method, in the case of income or any similar Taxes, (ii) the number of its Affiliates by operation days elapsed between the beginning of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase such Straddle Period to and including the date of the Purchased Assets pursuant heretoClosing in the case of property Taxes, and (iii) when the relevant transaction occurs, in the case of sales and gross receipts Taxes.

Tax Indemnification. The Seller shall indemnify the Company, the Buyer, and each Buyer Indemnitee and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against (a) any and all Damages suffered Loss attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out representation or warranty made in Section 2.6; (b) any Loss attributable to any breach or violation of, based on or failure to fully perform, any covenant, agreement, undertaking or obligation in this Section 6.2; (c) all Taxes of the Company or relating to: to the business of the Company for all pre-Closing Tax periods; and (Ad) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during person imposed on the 12 months following Company arising under the Closing Date if (i) such Tax is not being collected principles of transferee or successor liability or by Purchaser contract, relating to an event or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (iiincluding attorneys’ and accountants’ fees) such exemption from Tax is dependent upon receipt incurred in connection therewith. The Seller shall reimburse the Buyer for any Taxes of a properly executed Exemption Certificate; provided, the Company that in no event shall are the responsibility of the Seller or any Assigning Subsidiary be required to indemnify Purchaser under pursuant this Section 5.4(e)(A6.2 within ten (10) business days after payment of such Taxes by the Buyer or the Company. In the case of Taxes that are payable with respect to the extent such Damage arises out of a change in law taxable period that begins before and ends after the Closing Date affecting Purchaser's obligation to collect (each such Tax; (B) any liability for salesperiod, use or other similar Taxes assessed in respect a “Straddle Period”), the portion of any Purchased Financing Contract after the Cut-Off Date where such Taxes were erroneously paid at that are treated as pre-Closing Taxes for purposes of this Agreement shall be: (a) in the inception case of Taxes based upon, or related to, income or receipts, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, deemed to be the amount of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for the entire period multiplied by a fraction the numerator of which Seller is the number of days in the period ending on the Closing Date 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 denominator of its Affiliates by operation which is the number of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of days in the Purchased Assets pursuant heretoentire period.

Tax Indemnification. Seller The Indemnifying Parties shall indemnify Buyer Indemnified Parties and hold harmlessthem harmless from and against, and shall cause each Assigning Subsidiary any Loss attributable to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiaryi) all Purchaser Indemnified Parties from and against any and Taxes (or the non-payment thereof) of the Company for all Damages suffered or incurred by any of them resulting from, arising out of, based taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if and the pre-Closing portion of any Straddle Period (ias defined in Section 6.9(b) such 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 Company is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, (iii) any and all Taxes of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing Date, and (iiiv) such exemption from Tax is dependent upon receipt any breach of a properly executed Exemption Certificatethe representations in Section 3.12; provided, however, that in no event the case of clauses (i), (ii), (iii) and (iv) above, the Indemnifying Parties shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) liable only to the extent such Damage arises out of a change in law after the Closing Date 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 that such Taxes were erroneously paid at exceed the inception amount of such Purchased Financing Contract; (C) any claim by any Person Taxes taken into account in respect of sales, use or other similar Tax paid on or prior to the CutPost-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable Closing Adjustment made pursuant to Section 2.5 or Section 5.3(c) hereof; and (E) 1.4(b). Notwithstanding the immediately preceding sentence, the Indemnifying Parties shall not indemnify Buyer Indemnified Parties and hold them harmless from and against, any Loss attributable to any Taxes asserted against Purchaser or any of its Affiliates by operation of lawresulting from the Section 338(g) election, statute, common law or otherwise or under successor liability or similar theories provided that would impose liability on Purchaser as a result of its purchase there has been no breach of the Purchased Assets representation in Section 3.12(n). The Indemnifying Parties shall reimburse Buyer for any Taxes of the Company that are the responsibility of the Indemnifying Parties pursuant heretoto this Section 6.9(a) at least five (5) Business Days before such Taxes are due to be paid.

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties 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 all Damages suffered the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out representation or warranty made in Section 3.02 and Section 3.19; (b) any Loss attributable to any breach or violation of, based on or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (c) all Taxes of the Company or relating to: to the business of the Company for all Pre-Closing Tax Periods (Aas defined below); (d) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during member of an affiliated, consolidated, combined, or unitary group of which the 12 months following the Closing Date if Company (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect any predecessor of the Financing Contract pursuant to (xCompany) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing DateDate by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iie) such exemption from Tax is dependent upon receipt any and all Taxes of a properly executed Exemption Certificate; providedany Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that in no event shall are the responsibility of Seller or any Assigning Subsidiary be required pursuant to indemnify Purchaser under this Section 5.4(e)(A) 6.04 within ten business days after payment of such Taxes by Buyer or the Company. The term “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to the extent such Damage arises out of a change in law any taxable period beginning before and ending after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesDate, 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 portion of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid taxable period ending on or prior to and including the Cut-Off Closing Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely Except to the extent applicable treated as a liability in the calculation of Final Closing Working Capital and except to the Assigning Subsidiaryextent attributable to Tax periods (or portions thereof) all Purchaser Indemnified Parties prior to April 1, 2014, PCF shall indemnify Parent and each Parent Indemnitee and hold them harmless from and against (a) any and all Damages suffered Loss attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out representation or warranty made in Section 4.19; (b) any Loss attributable to any breach or violation of, based or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIII; (c) all Taxes of the Company and its Subsidiaries for any Pre-Closing Tax Period; (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 after March 31, 2014 and on or relating to: prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable or similar provisions of applicable Law; and (Ae) any and all salesTaxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, use relating to an event or other similar transaction occurring after March 31, 2014 and before the Closing Date. PCF shall reimburse Parent for any Taxes required of the Company that are the responsibility of PCF pursuant to this Section 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 collected payable by PCF pursuant to this Section 8.03. Notwithstanding anything to the contrary in this Agreement, the Parent Indemnitees shall not have any right to indemnification under this Agreement with respect of to, or based on, Taxes to the extent such Taxes (i) are attributable to Tax periods (or portions thereof) beginning after the Closing Date, (ii) are due to the unavailability in any Purchased Financing Contract during the 12 months following Tax period (or portion thereof) beginning after the Closing Date if of any net operating losses, credit or other Tax attributes from a Tax period (ior portion thereof) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods ending on or prior to the Closing Date, and (iiiii) such exemption result from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller transactions or 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 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 action taken by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 Parent or any of its Affiliates (including, for the avoidance of doubt, the Company and its Subsidiaries) after the Closing that are not contemplated by operation of lawthis Agreement, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as (iv) do not arise from a result of its purchase of the Purchased Assets pursuant heretoTax Claim.

Tax Indemnification. Seller (a) The Sellers shall indemnify and hold harmlessharmless the Buyer, each Business Subsidiary, each Operating Subsidiary, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from any successors thereto or Affiliates thereof in respect of and against any and all (x) Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to, or constituting a breach of any representation contained in Section 2.9 hereof, (y) the failure to perform any covenant or agreement set forth in this Article VIII, and (z) without duplication, the following Taxes: (i) any Pre-Closing Taxes; (ii) any Taxes for any taxable period ending on or before the Closing Date for which any Business Subsidiary or any Operating 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 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, however, that the Sellers shall not 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 (A) resulting from transactions or actions taken by the Buyer, any Business Subsidiary or any Operating Subsidiary on the Closing Date that are taken after the Closing, except for transactions or actions undertaken in the Ordinary Course of Business and all sales, use or other similar Taxes required to be collected (B) in respect of income or gain for which any Purchased Financing Contract during the 12 months following the Closing Date if (iBusiness Subsidiary or any Operating Subsidiary has “net operating losses,” as defined in Section 172(c) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to Code (xor any corresponding provision of state, local or non-U.S. Tax law) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods any taxable period ending on or prior to the Closing Date, and, with respect to any taxable period beginning on or before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing 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 (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required corresponding provision of state, local or non-U.S. Tax law). Notwithstanding the foregoing clause (B), the Buyer shall have no obligation to indemnify Purchaser offset any such income by any such “net operating losses” to reduce the Taxes for which the Sellers are liable under this Section 5.4(e)(A8.2(a) unless the Sellers timely provide to the extent Buyer upon the Buyer’s request therefor a schedule setting forth the amount of available “net operating losses” and the year(s) such Damage arises out losses were incurred, and an analysis prepared by a nationally recognized law or accounting firm satisfactory to the Buyer setting forth the amount of a change 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 law 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 ordinary course of business for any taxable period beginning before and ending on or after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) Date. For the avoidance of doubt, the Buyer shall not be responsible for any liability for sales, use or other similar Taxes assessed in respect of any Purchased Financing Contract after the CutPre-Off Date where such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoClosing Taxes.

Tax Indemnification. Seller shall indemnify (a) From and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to after the Closing Date, and to the extent a Tax (i) is imposed on the Company for any Taxable period ending on or before the Closing Date ("PRE-CLOSING PERIOD"), or (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall imposed on the Company and relating to (A) the Seller or any Assigning Subsidiary affiliate (other than the Company), with respect to any Tax period, (B) any Tax for the Pre-Closing Period for which the Company may be required liable under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), as a transferee or successor or by contract, Seller agrees to indemnify Purchaser under this Section 5.4(e)(Apay to the appropriate Taxing Authority the amount of such Tax, plus any additional penalties and interest incurred in the payment of such Tax, and to Buyer an amount sufficient to make such payments be on a Grossed-Up Basis, each within the later of 30 days of receipt of notice of such Tax or final resolution of any dispute relating to such Tax. If such Tax is paid by Buyer or the Company, Seller agrees to reimburse the party paying such Tax the amount of such Tax plus any additional penalties and interest incurred in the payment of such Tax. (b) From and after the Closing Date, to the extent such Damage arises out a Tax (other than a Tax described in the first sentence of a change in law SECTION 8.1(a)) (i) is imposed on the Company for any Taxable period beginning after the Closing Date affecting Purchaser's obligation to collect such Tax; (B"POST-CLOSING PERIOD") any liability for sales, use or other similar Taxes assessed in respect of any Purchased Financing Contract after (ii) is imposed on the Cut-Off Date where such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 affiliates and relating to the Company for any Post-Closing Period, the Buyer and the Company, jointly and severally, agree to pay the amount of such Tax, plus any additional penalties and interest incurred in the payment of such Tax, to the appropriate Taxing Authority within the later of 30 days of receipt of notice of such Tax or final resolution of any dispute relating to such Tax. If such Tax is paid by operation Seller, Buyer and the Company, jointly and severally, agree to reimburse the Seller, on a Grossed-Up Basis, the amount of lawsuch Tax plus any additional penalties and interest incurred in the payment of such Tax. (c) If Seller, statuteBuyer or the Company receives notice of a Tax properly payable under SECTIONS 8.1(a) and (b) by another party to this Agreement (the "RESPONSIBLE PARTY"), common law then such recipient shall provide written notice to the Responsible Party within 30 days of having received such notice. (d) Seller shall pay all transfer, real property transfer, stock transfer and other similar Taxes and fees ("TRANSFER TAXES") arising out of or otherwise or under successor liability or similar theories that would impose liability on Purchaser in connection with the transactions effected pursuant to this Agreement, and shall indemnify, defend, and hold harmless Buyer, the Company and their respective affiliates with respect to such Transfer Taxes. Seller shall file all necessary documentation and Tax Returns with respect to such Transfer Taxes. (e) No amounts of indemnity shall be payable as a result of its purchase a claim under this Section unless and until the party seeking indemnity has suffered, incurred, sustained or become subject to Taxes, interest or penalties in excess of $25,000, in which case such party shall be entitled to seek indemnity for all Taxes, interest or penalties in excess of such $25,000 amount. (f) All rights and obligations of the Purchased Assets pursuant heretoparties with respect to indemnification under this Section shall survive for the applicable statute of limitations (including any extensions) for the Tax for which such claim of indemnification is based upon.

Tax Indemnification. (i) 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 extent applicable to the Assigning Subsidiary) all Purchaser Buyer Indemnified Parties from and against (A)(1) Taxes of the Purchased Entities attributable to any Pre-Closing Tax Period, (2) Taxes imposed on the Purchased Assets for any Pre-Closing Tax Period, and all Damages suffered (3) Taxes imposed on the Business attributable to any Pre-Closing Tax Period, (B) Taxes arising under Section 1.1502-6 of the Treasury Regulations or incurred any similar provision of state, local or foreign Law by virtue of any Purchased Entity having been a member of them resulting froma consolidated, arising out ofcombined, based on or relating to: (A) any and all salesaffiliated, use unitary or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or tax group prior to the Closing DateClosing, and (iiC) such exemption from Tax all Taxes attributable to the distribution or transfer of property owned by the Chinese Subsidiary in connection with the Restructuring Activities (whether occurring before, at or after the Closing), and (D) Transfer Taxes that Seller is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser responsible for under this Section 5.4(e)(A6.8, in each case, other than Taxes (I) to the extent such Damage arises indemnified under Section 6.8(a)(ii)(F), (II) arising out of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect breach of any Purchased Financing Contract after covenant made by Buyer or any of its Affiliates, (III) arising out of any action taken outside the Cut-Off Date where such Taxes were erroneously paid at the inception ordinary course of such Purchased Financing Contract; (C) any claim business by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 Buyer or any of its Affiliates on the Closing Date, except to the extent such action was expressly contemplated by operation this Agreement, or (IV) reflected on a full dollar basis in the Final Consideration (collectively, the items set forth in clauses (A)-(C) of lawthis sentence, statutesubject to the exclusions set forth in clauses (I)-(IV) of this sentence, common law the “Excluded Tax Liabilities ”). Notwithstanding that a claim for Taxes or otherwise Losses may fall into multiple categories of this Section 6.8(a)(i), a Buyer Indemnified Party may recover such Taxes and Losses one time only. (ii) Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against (A) Taxes of the Purchased Entities attributable to any Post-Closing Tax Period, (B) Taxes imposed on the Purchased Assets for any Post-Closing Tax Period, (C) Taxes imposed on the Business attributable to any Post-Closing Tax Period, (D) Taxes arising out of any breach of any covenant made by Buyer or any of its Affiliates in this Agreement, (E) Taxes arising out of any action taken outside the ordinary course of business by Buyer or any of its Affiliates on the Closing Date, except to the extent such action was expressly contemplated by this Agreement, (F) Transfer Taxes that Buyer is responsible for under successor this Section 6.8, and (G) Taxes of the Buyer and any of its Affiliates (other than the Purchased Entities). Notwithstanding that a claim for Taxes may fall into multiple categories of this Section 6.8(a)(ii), a Seller Indemnified Party may recover such Taxes one time only. (iii) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date, including for purposes of determining Taxes reflected in the Final Consideration and any liability for Taxes under this Section 6.8, shall be deemed to be (A) in the case of Taxes imposed on a periodic basis (such as real or similar theories 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 ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (B) in the case of Taxes not described in clause (A) of this Section 6.8(a)(iii) (such as franchise Taxes or Taxes that would impose liability are based on Purchaser or related to income or receipts), 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 based on an interim closing of the books method; provided, however, that solely for purposes of allocating and determining any Taxes imposed in connection with or as a result of its the purchase and sale of the Purchased Shares and the Purchased Assets and the assumption of the Assumed Liabilities pursuant heretoto this Agreement, the portion that relates to the pre-Closing portion of any Straddle Period pursuant to this Section 6.8(a)(iii) shall be determined based on an interim closing of the books as of immediately prior to the Effective Time (and, for the avoidance of doubt, the Transaction Tax Deductions shall be allocated to the portion of the Straddle Period ending on the Closing Date). (iv) The indemnification obligations pursuant to Section 6.8(a) shall survive the Closing Date until the date that is thirty (30) days following the expiration of the applicable Tax statute of limitations.

Tax Indemnification. Seller (1) Subject to the provisions of Section 8.3, Sellers shall indemnify (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold harmlesseach Purchaser Indemnitee harmless from and against (A) all liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause each Assigning Subsidiary to indemnify the Company to, indemnify, defend and hold each Seller Indemnitee harmless (on a several basis, and solely to the 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:liability for Taxes attributable to a Purchaser Tax Act. (A3) any and all sales, use or other similar Taxes Any indemnity payment required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract made pursuant to (x) Purchaser's or this Section 7.7 shall be paid within 30 days after the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or indemnified party makes written demand upon the applicable Assigning Subsidiary's reliance on such exemption for periods on or indemnifying party, but in no case earlier than five business days prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be date on which the relevant Taxes are required to indemnify Purchaser under this Section 5.4(e)(A) be paid to the extent such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; relevant taxing authority (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 any Person in respect of sales, use or other similar including estimated Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretopayments).

Tax Indemnification. 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 harmlessthem harmless from all liability for Excluded Taxes. Notwithstanding the foregoing, and Sellers shall cause each Assigning Subsidiary to not indemnify and hold harmless Purchaser and its Affiliates (on a several basis, including each Company and solely to the 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 fromtheir respective officers, arising out ofdirectors, based employees or agents, from any liability for Taxes attributable to any action taken on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 affecting by Purchaser's obligation to collect such Tax; , any of its Affiliates (Bincluding each Company and Subsidiary) or any liability for sales, use or other similar Taxes assessed in respect transferee 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 (other than any such action expressly required by operation of law, statute, common law applicable Law or otherwise by this Agreement) (a "Purchaser Tax Act") or under successor liability or similar theories that would impose liability on attributable to a breach by Purchaser as a result of its purchase obligations under this Agreement. 9.6.1.2 Purchaser shall, and shall cause each Company and Subsidiary to, indemnify Sellers and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) all liability for Taxes of each Company and Subsidiary for any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case Purchaser's indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period), and (ii) all liability for Taxes attributable to a Purchaser Tax Act or 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 (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 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 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 Purchased Assets pursuant heretoEffective Time on the Closing 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 periods in proportion to the number of days in each period.

Tax Indemnification. (a) Subject to the provisions contained in this Section 10, Seller shall indemnify and hold harmlesspay Purchaser an amount equal to any Indemnifiable Tax of any of the Companies in each case related to any Pre-Effective Date Tax Period, and net of any Tax Saving related to the Indemnifiable Tax (the “Tax Loss”). (b) Seller shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely not be liable for any Tax Loss to the extent applicable Purchaser has breached any Tax Covenant pursuant to Section 10.2 and such breach has increased the relevant Tax Loss (without prejudice to any other rights of Seller under this Agreement arising from the breach). (c) Seller shall only be liable for any Tax Losses to the Assigning Subsidiaryextent that the aggregate amount of such Tax Losses exceeds the aggregate amount of any accrued liabilities and any provisions for Taxes which are shown in the Effective Date Financial Statements and which have reduced the Purchase Price. (d) all Purchaser Indemnified Parties from and against Seller shall not be responsible for any and all Damages suffered or incurred by any of them resulting from, arising out of, based Tax liabilities attributable to periods ending on or relating to: before the Effective Date if and to the extent (Ai) they are resulting from any change in the accounting and all sales, use taxation principles or other similar Taxes required to be collected in respect practices of any Purchased Financing Contract during the 12 months following Target (including methods of submitting Tax Returns) introduced after the Closing Date if or (iii) such Tax is not being collected they are caused by Purchaser any transaction, action, omission, declaration or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to any other means after the Closing Date, in each case unless any such above action was required by law, administrative guidelines, accounting rules or a Taxing Authority. Seller shall also not be responsible for any Tax liabilities attributable to periods ending on or before the Effective Date if and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to the extent such Damage arises out Tax liabilities result from an amendment of a change in law Tax Returns relating to Pre-Effective Date Tax Periods after the Closing Date affecting Purchaser's obligation to collect Closing, unless such Tax; (B) any liability for salesamendment was required by law, 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable was made pursuant to an instruction by the Seller in accordance with Section 2.5 or Section 5.3(c10.2(b) hereof; and (E) any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretobelow.

Tax Indemnification. Seller After the Closing Date, the Stockholders shall indemnify and hold harmless, harmless the Company and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties Buyer 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 Purchased Financing Contract during the 12 months following the Closing Date if against: (i) such Tax is not being collected by Purchaser or any Pre-Closing Taxes, including the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption Stockholders’ liability for periods on or prior to the Closing Date, transfer Taxes under Section ‎9.5; and (ii) such exemption 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 is dependent upon receipt of a properly executed Exemption CertificatePeriod or Interim Period; provided, however, that in no event the case of clauses (i) and (ii) above, the Stockholders shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) liable only to the extent that such Damage arises out 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 the Company. For purposes of calculating the liability of the Company for Taxes of any Interim Period, the portion of any Tax for a change Straddle Period that is allocable to the Interim Period shall be deemed to equal: (i) in law after the case of Taxes based upon or related to income, gain or receipts, the amount that would be payable if the Straddle Period had ended on the Closing Date affecting Purchaser's obligation to collect and the books of the Company were closed as of the close of such Tax; date; provided, however, that depreciation, amortization and cost recovery deductions will be taken into account in accordance with the principles of clause (Biii) any liability for salesbelow; (ii) in the case of Taxes imposed on specific transactions or events, use Taxes imposed on specific transactions or other similar events occurring on or before the Closing Date; and (iii) in the case of Taxes assessed imposed on a periodic basis, or in respect the case of any Purchased Financing Contract after other Taxes not covered by clauses (i) or (ii) above, the Cut-Off Date where amount of such Taxes were erroneously paid at for the inception entire Straddle Period multiplied by a fraction (a) the numerator of such Purchased Financing Contract; which is the number of calendar days in the period ending on the Closing Date and (Cb) any claim by any Person the denominator of which is the number of calendar days in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoentire Straddle Period.

Tax Indemnification. Seller The Stockholder shall indemnify the Company, its Subsidiaries, the Purchaser and each affiliate of the Purchaser and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all Damages suffered or incurred by any of them resulting from, arising out of, based taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion through the end of the Financing Contract pursuant to Closing Date for any taxable period that includes (xbut does not end on) Purchaser's the Closing Date ("Pre-Closing Tax Period"), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and Company or any of its Subsidiaries (yor any predecessor of any of the foregoing) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 affecting Purchaser's obligation to collect such Tax; (Biii) any liability for sales, use or other similar and all Taxes assessed in respect of any Purchased Financing Contract after person (other than the Cut-Off Date where such Taxes were erroneously paid at Company and its Subsidiaries) imposed on the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 Company or any of its Affiliates Subsidiaries as a transferee or successor, by operation of contract or pursuant to any law, statuterule, common law or otherwise regulation, which Taxes relate to an event or under successor liability or similar theories transaction occurring before the Closing; provided, however, that would impose liability in the case of clauses (i), (ii), and (iii) above, the Stockholder shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on Purchaser as a result of its purchase the face of the Purchased Assets Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the adjustment to the purchase price pursuant heretoto Section 4.7. The Stockholder shall reimburse the Purchaser for any Taxes of the Company or its Subsidiaries that are the responsibility of the Stockholder pursuant to this Section 4.8 within fifteen (15) business days after payment of such Taxes by the Purchaser, the Company, or its Subsidiaries.

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties 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 all Damages suffered the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out representation or warranty made in Section 3.19; (b) any Loss attributable to any breach or violation of, based on or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (c) all Taxes of the Company or relating to: to the business of the Company for all Pre-Closing Tax Periods (Aas defined below); (d) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during member of an affiliated, consolidated, combined, or unitary group of which the 12 months following the Closing Date if Company (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect any predecessor of the Financing Contract pursuant to (xCompany) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing DateDate by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iie) such exemption from Tax is dependent upon receipt any and all Taxes of a properly executed Exemption Certificate; providedany Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that in no event shall are the responsibility of Seller or any Assigning Subsidiary be required pursuant to indemnify Purchaser under this Section 5.4(e)(A) 6.04 within ten business days after payment of such Taxes by Buyer or the Company. The term “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to the extent such Damage arises out of a change in law any taxable period beginning before and ending after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesDate, 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 portion of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid taxable period ending on or prior to and including the Cut-Off Closing Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. Seller Sellers shall indemnify Brio, Buyer, and each Buyer Indemnitee (as defined in Section 8.01) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties 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 all Damages suffered the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out representation or warranty made in Section 3.18; (b) any Loss attributable to any breach or violation of, based on or failure to fully perform, any covenant, agreement, undertaking, or obligation in Article VI; (c) all Taxes of Brio or relating to: to the business of Brio for all Pre-Closing Tax Periods (Aas defined below); (d) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if member of an affiliated, consolidated, combined, or unitary group of which Brio (ior any predecessor of Brio) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing DateDate by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iie) such exemption from Tax is dependent upon receipt any and all Taxes of a properly executed Exemption Certificate; providedany Person imposed on Brio arising under the principles of transferee or successor liability or by contract, that relating to an event or transaction occurring before the Closing Date (collectively, the Losses relating to Taxes referred to in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A6.04, 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 reimburse Buyer for any Taxes that are the responsibility of Sellers pursuant to this Section 6.04 within ten business days after payment of such Taxes by Buyer or Brio. For purposes of this Agreement, a “Pre-Closing Tax Period” means any taxable period ending on or before the extent such Damage arises out of a change in law Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesDate, 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 portion of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid taxable period ending on or prior to and including the Cut-Off Closing Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. (a) Seller shall indemnify indemnify, defend and hold harmlessharmless the Purchaser Indemnified Parties against, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to reimburse the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against for, any and all Damages suffered or incurred by any of them resulting from, losses arising out of, based upon or relating or attributable to (without duplication): (i) all Taxes imposed on the Company relating or attributable to any taxable period ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (ithe “Pre-Closing Period”) and, with respect to any period that includes but does not end on the Closing Date (in each case, a “Straddle Period”), the portion of such Tax is not being collected by Purchaser or Straddle Period deemed to end on and include the applicable Purchaser Affiliate Closing Date (in respect the manner determined pursuant to Section 9.1(b)); provided, however, that Seller shall be liable only to the extent that such Taxes are in excess of the Financing Contract pursuant amount, if any, taken into account as a Current Liability with respect to such Taxes in the Final Statement or, without duplication, specifically reserved or accrued for such Taxes (xother than as a Current Liability) Purchaser's or in the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and Unaudited 2008 Financials; (ii) such exemption from Tax is dependent all Taxes imposed upon receipt the Company under Treasury Regulation Section 1.1502-6 (and corresponding provisions of state, local or foreign Law) as a properly executed Exemption Certificate; provided, that in no event shall Seller result of the Company or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to the extent such Damage arises out predecessor entity being a member of a change in law after any federal, state, local or foreign consolidated, unitary, combined or similar group for any taxable period ending on or before, or that includes, the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (Diii) except as otherwise specifically set forth in this Agreement, all Taxes relating or attributable to the transactions contemplated pursuant to this Agreement; (iv) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to breach of or inaccuracy in any representation or warranty contained in Section 2.5 or Section 5.3(c) hereof4.7 of this Agreement; and (Ev) the breach by Seller or any Affiliate or the failure by any such entity to perform (or cause to have performed) any of the covenants made by them under this Agreement relating to Taxes. (b) For purposes of this Section 9.1, the portion of any Taxes asserted against Purchaser or any that are allocable to the portion of its Affiliates the Straddle Period ending on the Closing Date shall be: (i) in the case of Taxes that are imposed on a periodic basis, the amount of such Taxes for the entire period multiplied by operation a fraction, the numerator of law, statute, common law or otherwise or under successor liability or similar theories which is the number of calendar days in the Straddle Period ending on (and including) the Closing Date 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 (i) the amount that would impose liability be payable if the taxable year or period ended on Purchaser as a result of its purchase the Closing Date based on an interim closing of the Purchased Assets pursuant heretobooks.

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 extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties Buyers 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 Purchased Financing Contract during and all losses incurred by the 12 months following 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 if and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (iii) 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 is not being collected by Purchaser elections, Tax accounting, or Tax reporting determinations for the applicable Purchaser Affiliate in Company (or with respect to the assets or activities of the Financing Contract pursuant to (xCompany on the Closing Date) Purchaser's for a Tax period ending after the Closing Date that are inconsistent with the Tax elections, Tax accounting, or Tax reporting of the applicable Purchaser Affiliate's reliance on an applicable exemption from such Company for Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods ending on or prior to the Closing Date, and (ii) unless such exemption from elections or determinations for Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 periods ending after the Closing Date affecting Purchaser's obligation to collect are required by applicable Tax law or such Tax; (B) any liability elections or determinations 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 any Person in respect of sales, use or other similar Tax paid periods ending on or prior to the Cut-Off Date; 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 (Dexcept that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for which Seller and the Assigning Subsidiaries are liable pursuant Straddle Period under Section 10.2, Buyer shall not consent to Section 2.5 any entry of judgment or Section 5.3(c) hereof; and (E) enter into any Taxes asserted against Purchaser or any settlement of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories such claim that would impose increase the Tax liability on Purchaser as a result of its purchase for the portion of the Purchased Assets pursuant heretoStraddle 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. Seller (a) The Majority Shareholder shall indemnify and hold harmlessindemnify, and shall cause each Assigning Subsidiary to indemnify defend and hold harmless (on a several basisall Indemnified Persons from and against, and solely will reimburse all Indemnified Persons for, any and all Tax Damages (as defined below) arising out of or relating or attributable to (without duplication): (i) Taxes imposed on the Company or any of its Subsidiaries under section 1.1502-6 of the Treasury Regulations (and 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 of which the Majority Shareholder or any of its Subsidiaries (other than the Company or its Subsidiaries) is or was the common parent; 84 (ii) the Company and its Subsidiaries being treated as members of a Federal, state, or local consolidated, combined, unitary or similar group of which the Majority Shareholder or any of its Subsidiaries (other than the Company or its Subsidiaries) is or was the common parent for any taxable period ending in 1999, 2000, 2001 or 2002; (iii) Transfer Taxes imposed on the Company or any of its Subsidiaries relating or attributable to the transactions contemplated pursuant to Section 7.15(b); (iv) Taxes imposed on the Company and its Subsidiaries under Section 541 of the Code (and corresponding provisions of state and local law) for any period (or portion thereof) ending on or before the Effective Time but only to the extent that such Tax Damages (together with all Tax Damages resulting from Section 8.1(a)(v)) exceed $1,000,000; (v) in the event that the applicable to Taxing authority determines that the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by Company and/or any of them resulting fromits Subsidiaries should file separate or non-consolidated income Tax Returns, 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect Company and/or any of the Financing Contract pursuant to (x) Purchaser's its Subsidiaries file separate or the applicable Purchaser Affiliate's reliance on an applicable exemption from such nonconsolidated income Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption Returns for taxable periods ending on or prior to the Stock Purchase Closing DateDate (in each case, and (ii) such exemption from Tax is dependent upon receipt for which the Company and/or any its Subsidiaries had previously filed as part of a properly executed Exemption Certificate; providedconsolidated, that in no event shall Seller combined, unitary or similar group for such period), improper inclusion of the Company and/or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) of its Subsidiaries as members of a Federal, state or local consolidated, combined, unitary or similar group but only to the extent that such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; Tax Damages (Btogether, with all Tax Damages resulting from Section 8.1(a)(iv)) 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereofexceed $1,000,000; and (Evi) the breach by the Majority Shareholder or the failure of the Majority Shareholder to perform (or cause to have performed) any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets covenants made by it or agreements entered into pursuant heretoto this Agreement that relate to Taxes.

Tax Indemnification. (a) From and after the Closing Date, Seller shall indemnify the Purchaser Indemnified Persons against and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the 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 losses arising from, arising out relating to or otherwise in respect of, based on or relating to: except as provided in Section 11.07(b), (Ax) any and all salesTaxes (i) imposed on the Company or any Company Subsidiary for a Pre-Closing Tax Period, use (ii) imposed on the Company or other similar Taxes required any Company Subsidiary as a result of its inclusion with any Person, prior to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if in a consolidated, combined, affiliated or unitary Tax group, or an integrated fiscal unit, by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law, (iiii) such of any Person for the Pre-Closing Tax is not being collected by Purchaser Period imposed on the Company or any Company Subsidiary arising under the applicable Purchaser Affiliate in respect principles of the Financing Contract pursuant transferee or successor liability, relating to (x) Purchaser's an event or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods transaction occurring on or prior to before the Closing Date, and (iiiv) such exemption from for the Pre-Closing Tax Period for which the Company or a Company Subsidiary is dependent upon receipt liable as a result of any tax sharing, tax indemnity or tax allocation agreement, and (v) imposed on the Company or a properly executed Exemption CertificateCompany Subsidiary on the transactions comprising the Internal Restructuring; provided(y) any Transfer Taxes for which Seller is liable under Section 8.01, that in no event shall Seller and (z) any Taxes for a Post-Closing Tax Period of the Company or any Assigning Company Subsidiary be required resulting from a failure of the sum of the total Cash Consideration, the value of the Stock Consideration and the assumed liabilities to indemnify Purchaser under this Section 5.4(e)(A) exceed the aggregate of the Company’s and each Company Subsidiary’s Inside Tax Basis immediately prior to the Seller Contribution (in each case, except to the extent such Damage arises out Taxes are reflected in the calculation of a change in law the Closing Net Indebtedness or Closing Working Capital, or were previously paid by Seller to Purchaser pursuant to Section 8.03). (b) From and after the Closing Date affecting Date, Purchaser's obligation , the Company and the Company Subsidiaries shall, jointly and severally, indemnify the Seller Indemnified Persons and hold them harmless from any losses arising from, relating to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed otherwise 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (Di) any Taxes for which Seller and imposed on, the Assigning Subsidiaries are liable pursuant Company or any Company Subsidiary with respect to Section 2.5 or Section 5.3(c) hereof; and a Post-Closing Tax Period, (Eii) any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability may be imposed on Purchaser the Business as a result of its purchase being a member of a consolidated, combined, unitary or similar group of corporations or other taxpayers at any time after the Closing (other than by reason of a failure to complete the Internal Restructuring prior to the Closing), or (iii) any Transfer Taxes for which Purchaser is liable under Section 8.01 (c) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of Taxes allocable to the portion of the Purchased Assets pursuant heretoStraddle Period ending on the Closing Date 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 (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 Straddle Period ending on and including the Closing Date 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 (i) above (such as franchise Taxes or Taxes that are based on or related to income or receipts), 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. (d) To the extent that any indemnification provided for in this Section 11.07 may overlap or conflict with any indemnification contained in Section 11.01(a), the provisions of this Section 11.07 shall govern.

Tax Indemnification. Seller 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold harmlessthem harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall cause each Assigning Subsidiary to indemnify Boise Cascade and its affiliates and hold them harmless from and against (on a several basis, and solely i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent applicable such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Assigning SubsidiaryPre-Closing Period) 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar real and personal property Taxes assessed in respect of accrued on the Final Closing Statement subject to 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable adjustment made pursuant to Section 2.5 or Section 5.3(c) 4.3 hereof; and. (E) 12.4.3 In the case of any Taxes asserted against Purchaser or any of its Affiliates by operation of lawStraddle Period, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase the determination of the Purchased Assets pursuant heretoliability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement 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 Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. Seller shall indemnify (a) Notwithstanding any other provision of this Agreement or any Ancillary Agreement, each of the Sellers will jointly and hold harmlessseverally indemnify, and shall cause each Assigning Subsidiary to indemnify defend and hold harmless the Buyer, the Transferred Fastener Subsidiaries, the Buyer's other subsidiaries and their respective directors, officers, employees, agents and representatives (on a several basisincluding, and solely without limitation, any predecessor or successor to any of the extent applicable to the Assigning Subsidiaryforegoing) all Purchaser Indemnified Parties from and against any and all Damages suffered Indemnifiable Losses relating to, resulting from 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser Taxes levied or imposed upon, or in connection with, the Fastener Business Assets or the applicable Purchaser Affiliate in Fastener Business with respect of the Financing Contract pursuant to (x) Purchaser's any taxable period or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods portion thereof ending on or prior to before the Closing Date, (ii) Taxes imposed on or payable by the Sellers, any Seller Affiliate or the Transferred Fastener Subsidiaries with respect to any taxable period or portion thereof ending on or before the Closing Date, (iii) Taxes of the Sellers or its Transferred Fastener Subsidiaries imposed on the Sellers or any of the Transferred Fastener Subsidiaries as members of the "affiliated group" (within the meaning of Section 1504(a) of the Code) of which Parent (or any predecessor or successor) is the common parent that arises under Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign, state or local law, and (iv) Taxes for which Sellers are responsible for in Section 5.9, in each case except to the extent any such Taxes are taken into account in preparing the Closing Date Balance Sheet. (b) Notwithstanding any other provision of this Agreement or any Ancillary Agreement, the Buyer will indemnify and hold harmless the Parent and its subsidiaries other than the Transferred Fastener Subsidiaries and their respective directors, officers, employees, agents and representatives (including, without limitation, any predecessor or successor to any of the foregoing) from and against any and all Indemnifiable Losses relating to, resulting from or arising out of (i) Taxes described in Section 8.5(a)(i) and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 Taxes are taken into account in law after preparing the Closing Date affecting Purchaser's obligation to collect such Tax; Balance Sheet, (Bii) 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller Buyer is responsible for in Section 5.9, and (iii) Taxes described in the last sentence of Section 8.2. (c) The Sellers agree to indemnify the Buyer against and hold it harmless from all income Taxes, expenses or other losses arising out of the failure of the Sellers to perform any of the agreements it is required to perform under this Article VIII, and the Assigning Subsidiaries are liable Buyer agrees to indemnify the Sellers and hold them harmless from all Taxes, expenses or other losses arising out of the failure by the Buyer to perform any of the agreements it is required to perform under this Article VIII. (d) Any indemnification obligation of the Buyer or the Sellers pursuant to this Section 2.5 8.5 shall be net of any Tax Benefit realized by the indemnified party or Section 5.3(c) hereof; and (E) any Taxes asserted against Purchaser or any of its Affiliates and increased by operation the relevant After Tax Amount. For purposes of lawthis Agreement, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase "After Tax Amount" means any additional amount necessary to reflect the Tax consequences of the Purchased Assets pursuant heretoreceipt or accrual of such reimbursement payment (including the payment of an additional amount or amounts hereunder) determined by using the actual marginal federal, state, foreign or local rates for the relevant taxable period.

Tax Indemnification. (a) Seller shall indemnify agrees to indemnify, defend and hold harmless, Purchaser, any Affiliate of Purchaser and shall cause each Assigning Subsidiary to indemnify their officers, directors, employees, stockholders, representatives and hold harmless (on a several basisagents, including after the Closing Date, the Company, and solely to the extent applicable to the Assigning SubsidiarySubsidiaries (collectively "PURCHASER INDEMNITEES") all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of them Adverse Consequences the Purchaser Indemnitees may suffer resulting from, arising out of, based or relating to any liability of Seller, the Company, MPC, and the Subsidiaries (x) for any Taxes of the 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 any Tax year or portion thereof ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (ior 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 Tax is not being collected by Purchaser or period beginning before and ending on the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax Closing Date), and (y) for the unpaid Taxes of any Person under Treas. Reg. Section 1.1502-6. (b) Purchaser agrees to indemnify Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and their officers, directors, employees, stockholders, representatives and agents (ii) such exemption 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 Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller year or 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 portion thereof after the Closing Date affecting Purchaser's obligation (or for any Tax year beginning before and ending after the Closing Date to collect the extent allocable (determined in a manner consistent with SECTION 8.01(b)), to the portion of such Tax;period ending after the Closing Date. (Bc) any liability for sales, use or other similar Taxes assessed in respect The obligations 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and Purchaser under this SECTION 10.01 shall survive until 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase expiration of the Purchased Assets pursuant heretoapplicable statute of limitations.

Tax Indemnification. (a) Each of the Seller shall indemnify Entities, jointly and hold harmlessseverally, and shall cause each Assigning Subsidiary hereby agrees to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties harmless from and against any and all Damages suffered Losses in respect of (i) all Taxes imposed on the Business, the Seller Entities, BPP, the Transferred Assets, the BPP Retained Assets, the Excluded Assets or incurred by any of them resulting from, arising out of, based on or relating to: the BPP Excluded Assets (A) for any taxable period ending on or before the Closing Date, and all sales, use or other similar Taxes required to be collected in respect (B) for the portion of any Purchased Financing Contract during the 12 months following Straddle Period ending on the Closing Date if (idetermined as provided below); (ii) such Tax the failure by the Seller Entities to perform any covenant contained in this Agreement with respect to Taxes; (iii) all Taxes imposed on any member of an Affiliated Group of which BPP is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, and by reason of the Liability of BPP pursuant to Treas. Reg. Sec. 1.1502-6 (iior any analogous provision of state, local or foreign Tax Law); (iv) such exemption from payments under any Tax is dependent upon receipt of a properly executed Exemption Certificate; providedallocation, that in no event shall sharing or similar agreement (whether oral or written) to which Seller or any Assigning Subsidiary be required to indemnify Purchaser of its Affiliates is a party; (v) the assignment of any of the Seller Entities’ rights under this Agreement to a “qualified intermediary” pursuant to Section 5.4(e)(A7.20; and (vi) the portion of all Taxes relating to the extent such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation transactions contemplated by this Agreement 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 any Person in respect of sales, use or other similar Tax paid occur on or prior to the Cut-Off Date; (D) any Taxes Closing for which the Seller and the Assigning Subsidiaries Entities are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and11.5. (Eb) Purchaser hereby agrees to indemnify and hold the Seller Indemnified Parties harmless from and against any and all Losses in respect of (i) all Taxes asserted imposed on BPP or the Transferred Assets (A) for any taxable period beginning after the Closing Date, and (B) for the portion of any Straddle Period beginning after the Closing Date (determined as provided below); (ii) the failure by Purchaser or BPP (after Closing) to perform any post-closing covenant contained in this Agreement with respect to Taxes; and (iii) the portion of all Taxes relating to the transactions contemplated by this Agreement for which Purchaser is liable pursuant to Section 11.5. (c) Each of the Seller Entities jointly and severally agrees from and after the Closing to indemnify and hold harmless the Purchaser Indemnified Parties from and against Purchaser all ad valorem taxes and any and all other general or specific taxes, assessments or governmental charges, levied or assessed against, with respect to, or that may become a Lien upon, the Leaf River Mill Lease, the Leaf River Pollution Control Facilities Lease or any of its Affiliates by operation of lawthe real property leased or subleased pursuant to either the Leaf River Mill Lease or the Leaf River Pollution Control Facilities Lease or any portion thereof, statuteand any fine, common law penalty, interest or otherwise or under successor liability or similar theories cost that would impose liability on Purchaser as a result of its purchase of may be added thereto (collectively, the Purchased Assets pursuant hereto“Bond Property Ad Valorem Taxes”) due and payable with respect to any period prior to the Closing Date.

Tax Indemnification. Seller (a) Sellers shall jointly and severally indemnify Buyer Indemnified Parties, defend and hold harmlessBuyer Indemnified Parties harmless from and against, and shall cause each Assigning Subsidiary to indemnify pay and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser reimburse Buyer Indemnified Parties for all Losses resulting from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to: attributable to (Ai) any and all salesTaxes (or the nonpayment thereof) of the Company (including pursuant to Code § 6225 or analogous provision of U.S. state, use local or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following non-U.S. Law) for all Taxable periods ending on or before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion through the end of the Financing Contract pursuant to Closing Date of any Taxable period that includes (xbut does not end on) Purchaser's the Closing Date (each such Taxable period or portion thereof, a “Pre-Closing Tax Period”) whether or not such Taxes are due and payable as of the applicable Purchaser Affiliate's reliance on Closing Date, (ii) any and all Taxes of any member of an applicable exemption from such Tax and Affiliated Group of which the Company (yor any predecessor of the Company) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, and including pursuant to Treasury Regulation § 1.15026 (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be analogous or similar state, local or foreign Law), (iii) any and all Taxes of any Person imposed on the Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing, (iv) any and all Taxes required to indemnify Purchaser 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 5.4(e)(A) Agreement or the Escrow Agreement, to the extent such Damage arises out Taxes are not deducted and withheld, (vi) all out-of-pocket costs incurred by Buyer Indemnified Parties in preparing, or causing to be prepared, Tax Returns of the Company for any Taxable period ending on or before the Closing Date, and (vii) one-half of all out-of-pocket costs incurred by Buyer Indemnified Parties in preparing, or causing to be prepared, Tax Returns of the Company for any Straddle Period; provided, however, that in the case of clause (i) of this Section 8.1, Sellers shall be liable only to the extent 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. The indemnification under this Section 8.1 shall not be subject to the limitations set forth in Section 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 change in law after written request for payment thereof. (b) In the case of any Taxable period that includes (but does not end on) the Closing Date affecting Purchaser's obligation (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, gains, gross margin, employment, sales or use for such Straddle Period that relates to collect 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 Tax; (B) purpose, the Taxable period of any liability for sales, use partnership or other similar passthrough entity shall be deemed to terminate at such time), and the amount of other Taxes assessed in respect of any Purchased Financing Contract after for such Straddle Period which relates to the Cut-Off Date where such Taxes were erroneously paid at PreClosing Tax Period shall be deemed to be the inception amount of such Purchased Financing Contract; (C) any claim Tax for the entire Straddle Period multiplied by any Person a fraction the numerator of which is the number of days in respect the Taxable period beginning on the first day of sales, use or other similar Tax paid the Taxable period and ending on or prior to the Cut-Off Date; (D) any Taxes for which Seller Closing Date and the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and denominator of which is the number of days in the Taxable period (E) any excluding from the numerator and the denominator, in the case of real and personal property Taxes asserted against Purchaser or any all days on which the property that is the subject of its Affiliates such Tax was not owned by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoCompany).

Tax Indemnification. (i) The Seller shall indemnify and hold harmlessindemnify, and shall cause each Assigning Subsidiary to indemnify defend and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties Buyer from and against any and all Damages costs, expenses (including reasonable attorneys', accountants', consultants' and experts' fees and expenses), other liabilities (including costs and fines), monetary obligations to third parties, expenditures, monetary judgments or awards payable or due to any other party that are imposed upon or otherwise incurred or suffered by the relevant Person ("Losses") asserted against, resulting to, imposed on, sustained, incurred or suffered by, or asserted against Buyer, directly or indirectly, by reason of or resulting from: (i) all Taxes imposed upon any of the Insurance Agencies with respect to any taxable period or portion thereof ending on or before the Closing Date (a "Pre-Closing Period"), other than with respect to items contemplated by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), and all Taxes incurred by any of them the Insurance Agencies, other than with respect to items contemplated by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), for any taxable period beginning on or before the Closing Date and ending after the Closing Date ("Straddle Periods"), but only with respect to the portion of such Straddle Period ending on the close of the Closing Date, (ii) all Taxes, other than with respect to items contemplated by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), imposed upon Buyer attributable to the Brokerage Assets with respect to any Pre-Closing Period and any Straddle Period, but only with respect to the portion of such Straddle Period ending on the close of the Closing Date, (iii) any Taxes, other than with respect to items contemplated by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), imposed on any of the Insurance Agencies under Section 1.1502-6 of the Treasury Regulations attributable to any Pre-Closing Period and the portion of any Straddle Period ending on the Closing Date, (iv) the portion of any Transfer Taxes that are the responsibility of Seller pursuant to Section 3.05(a) of this Agreement, (v) any breach or inaccuracy in any representation contained in Section 4.15 or (vi) any breach or failure by the Seller to perform (or cause to be performed) any of the covenants or agreements set forth in this Section 3.05. (ii) Buyer shall indemnify, defend and hold harmless the Seller from and against any and all Losses asserted against, resulting fromto, imposed on, sustained, incurred or suffered by, or asserted against the Seller, directly or indirectly, by reason of or resulting from (i) any and all Taxes imposed upon any of the Insurance Agencies and (ii) any and all Taxes attributable to the Brokerage Assets in each case with respect to (x) any taxable period beginning after the Closing Date (a "Post-Closing Period") and, with respect to any item contemplated by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), a Pre-Closing Period, (y) the portion of any Straddle Period beginning after the Closing Date, (iii) the portion of any Transfer Taxes that are the responsibility of Buyer pursuant to 3.05(a) of this Agreement; and (iv) any breach or failure by Buyer to perform (or cause to be performed) any of the covenants or agreements set forth in this Section 3.05. (iii) All amounts payable or to be paid under this Section 3.05 (the "Tax Indemnity Payments") shall be paid in immediately available funds within fifteen (15) business days after the later of (i) receipt of a written request from the party entitled to such Tax Indemnity Payment and (ii) the day of payment of the amount that is the subject of the Tax Indemnity Payment by the party entitled to receive the Tax Indemnity Payment. (iv) Notwithstanding any other provision in this Agreement, for purposes of determining liability under this Section 3.05 with respect to any Taxes arising out of, based on or relating attributable to: (A) , or resulting from any and all sales, use inaccuracy in or other similar Taxes required to be collected in respect breach or nonperformance of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's representations or warranties of any of the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's Insurance Agencies or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that Seller in no event shall Seller Section 4.15 or any Assigning Subsidiary be required to indemnify Purchaser under covenant or agreement of any of the Buyer, Seller Entities or Seller contained in this Section 5.4(e)(A) 3.05, no effect shall be given to the extent any exception in such Damage arises out of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller representations and the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and (E) any Taxes asserted against Purchaser warranties or any of its Affiliates by operation of law, statute, common law such covenant or otherwise agreement relating to materiality or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoMaterial Adverse Effect.

Tax Indemnification. Seller shall indemnify The Sellers hereby agree, jointly and hold harmlessseverally, and shall cause each Assigning Subsidiary to indemnify and hold harmless Purchaser and its Affiliates (on a several basis, including the Companies and solely to Company Subsidiaries after the extent applicable to the Assigning SubsidiaryClosing) all Purchaser Indemnified Parties from and against any Tax, loss, damage, liability or expense, including reasonable fees for attorneys and all Damages suffered other outside consultants, incurred in contesting 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 otherwise in respect of any Purchased Financing Contract during the 12 months following the Closing Date if connection with: (i) any Taxes imposed on the Companies and /or the Company Subsidiaries with respect to any Pre-Closing Tax Period or portion of any Straddle Period ending on and including the Closing Date, including, for the avoidance of doubt, any such Tax is not being collected by Purchaser 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 the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods any other action taken on or prior to the Closing DateDate in order to facilitate, and or otherwise prepare any Company or Company Subsidiary for transfer pursuant to, the transactions contemplated by this Agreement; (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, any Taxes imposed on the Sellers that in no event shall Seller are collected or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to be collected by means of withholding against the extent such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; Purchase Price; (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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (Diii) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and (E) of another Person imposed on any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser 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 purchase subsidiaries as set forth on Section 3.13 of the Purchased Assets pursuant heretoDisclosure 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 (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 collected by means of withholding against the Purchase Price. Any amount described in this Section 5.10 plus any Losses arising out of, in connection with or related to the Pending Tax Cases shall be referred to as “Indemnified Tax Losses.”

Tax Indemnification. Seller shall indemnify (a) Except as otherwise provided herein, SALD and hold harmlessthe Entity Sellers (but for the Entity Sellers, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely only with respect to the extent applicable Taxes attributable to the Assigning SubsidiaryTransferred Subsidiaries of which such Entity Sellers were the Sellers) all shall be jointly and severally liable to the Purchaser Indemnified Parties from and against shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to any and all Damages suffered liability of the Licensee or incurred by Transferred Subsidiaries for the following Taxes (including, without limitation, any obligation to contribute to the payment of them resulting froma Tax determined on a consolidated, arising out ofcombined, based on or relating to: (A) any and all salesunitary, use 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 taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable year or period ending on or before the 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 collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected paid or reimbursed by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller SALD or any Assigning Subsidiary be required to indemnify Purchaser Entity Seller under this Section 5.4(e)(A5.6(a) (to the extent such Damage arises out Taxes have not been paid by SALD or such Entity Seller). SALD and the Entity Sellers shall not be required 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, the amount of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect required to be indemnified by SALD and the Entity Sellers under this Section 8.4 shall be reduced by the amount of any Purchased Financing Contract after the Cut-Off Date where such actual reduction in Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 that Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser actually realizes in a Post-Closing Period solely as a result of its purchase the payment or accrual of the Purchased Assets 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 heretoto 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. Seller shall (a) The Sellers shall, severally and not jointly, pay, reimburse and indemnify each Company, the Buyer and its Affiliates and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and Losses resulting from or attributable to (i) all Damages suffered Taxes (or incurred by any the non-payment thereof) of them resulting from, arising out of, based either Company for all taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion through the end of the Financing Contract pursuant to Closing Date for any taxable period that includes (xbut does not end on) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing DateDate (the “Pre-Closing Tax Period”), and (ii) any and all Taxes of any Person imposed on either Company as a transferee or successor, by Contract or 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 (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 the Sellers shall be liable only to the extent that such exemption from Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) 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 their Affiliates shall satisfy the Sellers’ obligation to pay such Tax post-Closing. If, before the final determination of Working Capital pursuant to Section 2.4, the Sellers pay a Tax that is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser 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, then the Tax 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 same Tax Liability, and it shall be interpreted in a manner consistent with its purpose. The indemnification under this Section 5.4(e)(A) 11.1 shall not be subject to the extent Basket, the Cap or 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 Sellers pursuant to this Section 11.1 at least five days prior to payment of such Damage arises out amounts by the Buyer or either Company. (b) In the case of a change in law after any taxable period that includes (but does not end on) the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesa “Straddle Period”), use or other similar Taxes assessed in respect the amount of any Purchased Financing Contract after Taxes based on or measured by income or receipts for the CutPre- 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 the amount of other Taxes for a Straddle Period which relates to the Pre-Off Date where such Taxes were erroneously paid at Closing Tax Period shall be deemed to be the inception amount of such Purchased Financing Contract; (C) any claim Tax for the entire taxable period multiplied by any Person a fraction the numerator of which is the number of days in respect of sales, use or other similar Tax paid the taxable period ending on or prior to the Cut-Off Date; (D) any Taxes for which Seller Closing Date 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 denominator of its Affiliates by operation which is the number of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretodays in such Straddle Period.

Tax Indemnification. Seller In addition to the indemnification obligations set forth in Section 8.2 above, but subject to Section 8.29(d), the Target shall indemnify the Acquiror Indemnified Persons and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered resulting from or incurred by any of them resulting from, arising out of, based of (a) all Taxes (or the non- payment thereof) of the Target for all taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion through the end of the Financing Contract pursuant to Closing Date for any taxable period that includes (xbut does not end on) Purchaser's the Closing Date (“Pre-Closing Tax Period”); (b) all Taxes of any member of an affiliated, consolidated, combined or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and unitary group of which Target (yor any predecessor Target) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (iic) such exemption any and all Taxes of any Person (other than the Target) imposed on the Target as a transferee or successor, by contract or pursuant to any applicable law, which result from Tax is dependent upon receipt an event or transaction occurring before the Closing, except, in each case, to the extent of Taxes reflected as a properly executed Exemption Certificate; provided, that in no event shall Seller liability on the Balance Sheet and except to the extent of any Taxes attributable to the breach by Acquiror (or any Assigning Subsidiary be required to indemnify Purchaser 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 by Acquiror or the Target. The tax indemnification provided under this Section 5.4(e)(A8.10 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 made prior to such date) with respect to such matters. For the extent such Damage arises out avoidance of a change doubt Target shall not indemnify Acquiror for any Taxes of Target arising in law any taxable period (or portion thereof) that begins on or after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 of Acquiror or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoAffiliates.

Tax Indemnification. Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely Except to the extent applicable to treated as a liability in the Assigning Subsidiary) all Purchaser calculation of Closing Working Capital, the Non-Series C Stockholders, Participating Warrantholders, and the Participating Optionholders shall, severally and not jointly (in accordance with their respective Pro Rata Shares), indemnify Tyler, the Surviving Corporation, and each Tyler Indemnified Parties Party and hold them harmless from and against (i) all income Taxes of Socrata or relating to the business of Socrata for all Pre-Closing Tax Periods; (ii) all income Taxes of any and all Damages suffered member of an affiliated, consolidated, combined, or incurred by unitary group of which Socrata (or any predecessor of them resulting from, arising out of, based Socrata) is or was a member on or relating to: (A) any and all sales, use or other similar Taxes required prior to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iiii) such all income Taxes of any person imposed on Socrata arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by Socrata (except to the extent otherwise set forth in this Agreement) with respect to any Pre-Closing Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect Period, (v) all Taxes arising from a nondeductible expense under Section 280G of the Financing Contract Code or an excise Tax to the recipient of such payments pursuant to (x) Purchaser's Section 4999 of the Code, including any claim or Proceeding by a current or former Socrata employee or consultant arising therefrom, in each case, to the applicable Purchaser Affiliate's reliance extent related to any payments or benefits made or provided by or on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods behalf of Socrata on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 affecting Purchaser's obligation to collect such Tax; (Bvi) any liability for salesfailure or alleged failure of an Socrata Plan to comply with, use or other similar Taxes assessed in respect be exempt from, Section 409A 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 any Person in respect of sales, use or other similar Tax paid Code on or prior to the CutClosing Date, including any Taxes arising therefrom in a Pre-Off Date; Closing Tax Period and any claim or Proceeding by a current or former Socrata employee arising therefrom, and (Dvii) any breach of Section 7.2(a). In each of the above cases, the Non-Series C Stockholders and Participating Optionholders shall, severally and not jointly (in accordance with their respective Pro Rata Shares), reimburse Tyler for any Taxes for which Seller of Socrata that are the responsibility of the Non-Series C Stockholders, Participating Warrantholders, and the Assigning Subsidiaries are liable Participating Optionholders pursuant to this Section 2.5 7.4 within 60 Business Days after Tyler 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase the Surviving Corporation provides written notice to the Stockholders’ Representative of the Purchased Assets pursuant heretopayment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. Any applicable limitations on indemnification set forth in Section 10.7, including without limitation the Indemnification Limitations set forth in Section 10.7(b), shall apply to this Section 7.4.

Tax Indemnification. Seller shall indemnify Sellers (each an “Indemnifying Party”) hereby jointly and severally agree to indemnify, defend and hold harmlessharmless the Company, Buyer and their respective directors, officers, stockholders, agents, Affiliates, successors and permitted assigns (each, an “Indemnitee”) from and against, and shall cause each Assigning Subsidiary pay and reimburse the foregoing Persons for, any and all losses, liabilities, claims, obligations, penalties, damages, costs and expenses (including all reasonable attorneys’ fees and disbursements and other costs incurred or sustained by an Indemnitee in connection with the investigation, defense or prosecution of any such claim or any action or proceeding between the Indemnitee and the Indemnifying Party or between the Indemnitee and any third party or otherwise), whether or not involving a third-party claim (collectively, “Losses”), relating to indemnify or arising out of (a) all Taxes of or imposed on the Company for all taxable periods ending on or prior to the Closing Date and hold harmless the portion of the taxable period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”) including, without limitation, any Taxes imposed under Code Section 1374 (and any state or local statutes that are comparable or equivalent to Code Section 1374) and any state Taxes that are required to be paid by either of the Company on a several basis, and solely composite or other Tax Return to the extent applicable to that the Assigning SubsidiaryCompany or Buyer has not otherwise received payment of such Taxes from Sellers; (b) 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 Purchased Financing Contract during member of an affiliated, consolidated, combined or unitary group of which the 12 months following the Closing Date if Company (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect any predecessor of the Financing Contract pursuant to (xCompany) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law; and (iic) all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to Law. Sellers shall, jointly and severally, reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 8.1 within fifteen (15) days after payment of such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller Taxes by Buyer or any Assigning Subsidiary be required to indemnify Purchaser the Company. Any claim for indemnification made under this Section 5.4(e)(A) to 8.1 shall, except as otherwise provided in this Article 8, be asserted and resolved in accordance with the extent such Damage arises out indemnification procedures in Section 11.4, provided, however, that no provision of a change Article 11 shall modify the payment requirements set forth in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoimmediately preceding sentence.

Tax Indemnification. Seller (a) Sellers shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by Losses with respect to any of them resulting from, arising out of, based liability for Taxes (other than Transfer Taxes pursuant to Section 6.2) imposed on or otherwise relating to: (A) any to the Transferred Assets, the Partnerships and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if Transferred LLCs (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant attributable to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods any taxable period that ends on or prior to the Closing Date (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. 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 6.1 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 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 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 Transferred Assets, the Partnerships and Transferred LLCs (in 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 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 (the “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. (f) A 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 affect 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). 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 relating to Taxes with respect to the Transferred Assets; and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to retain (and provide the extent such Damage arises out of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller party 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 lawwith reasonable access to) all records or information which may be relevant to such Tax Return, statuteaudit, common law examination or otherwise or under successor liability or similar theories proceeding; provided that would impose liability on Purchaser the foregoing shall be done in a manner so as a result of its purchase not to interfere unreasonably with the conduct of the Purchased Assets pursuant heretobusiness of the parties.

Tax Indemnification. Seller and Seller’s Equityholders, jointly and severally, shall indemnify indemnify, exonerate and hold harmless, free and shall cause harmless each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Buyer Indemnified Parties Person from and against any and all Damages suffered or incurred by any of them Losses (including Tax filing preparation costs) resulting from, arising out of, based on of or relating to: to (Aand without regard to the fact that any one or more of the items referred to in this Section 10.1 may be disclosed by Seller or the Company in any disclosure schedule or in any documents included or referred to therein or may be otherwise known to Buyer on the date hereof or the Closing Date): (a) any and all sales, use Taxes (or other similar Taxes required to be collected in respect the nonpayment thereof) of any Purchased Financing Contract during the 12 months following Company and its Subsidiaries for all taxable periods ending on or before the Closing Date if (i) such Tax is not being collected by Purchaser or and, as determined under Section 10.3, the applicable Purchaser Affiliate in respect partial period through the end of the Financing Contract pursuant to Closing Date for any taxable period that includes (xbut does not end on) Purchaser's the Closing Date (each, a “Pre-Closing Tax Period”), (b) any and all Taxes for a Pre-Closing Period of any member of an affiliated, consolidated, combined or unitary group of which the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's Company or the applicable Assigning Subsidiary's reliance on such exemption for periods on its Subsidiaries is or was a member prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 on the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or immediately prior to the CutClosing, including pursuant to Treasury Regulations Section 1.1502-Off Date; 6 of any analogous or similar state, local or foreign Legal Requirements, (Dc) any and all Taxes of any Person imposed on the Company or its Subsidiaries as a transferee or successor, by Contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date, (d) any and all Taxes of Seller for which Seller any taxable period or portion thereof, (e) any and the Assigning Subsidiaries are liable all payroll and employment Taxes with respect to any compensatory payments made pursuant to Section 2.5 or Section 5.3(c) hereof; and in accordance with this Agreement, (Ef) any and all Taxes asserted against Purchaser attributable to the sale, assignment or distribution of the Excluded Assets, (g) the loss of any of its Affiliates by operation of law, statute, common law Tax benefits or otherwise or under successor liability or similar theories that would impose liability on Purchaser attributes as a result of its purchase the non-deductibility of any payments made pursuant to any Company Plan due to the Purchased Assets pursuant hereto.failure to obtain valid shareholder approval required by the terms of Section

Tax Indemnification. (a) Except to the extent reflected as a Liability in the Final Closing Statement, Seller shall indemnify and hold harmlesspay or cause to be paid, shall be liable for, and shall cause each Assigning Subsidiary to indemnify indemnify, defend and hold Purchaser and its Affiliates harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered Excluded Taxes. Purchaser shall pay or incurred by any of them resulting fromcause to be paid, arising out ofshall be liable for, based on or relating to: (A) and shall indemnify, defend and hold Seller and its Affiliates harmless from and against any and all salesTaxes relating to the Transferred Operations or any Transferred Asset or Assumed Liability for the Post-Closing Period other than Excluded Taxes that are the responsibility of Seller under the immediately preceding sentence. (b) Payment in full of any amount due from Purchaser or Seller under this Section 9.1 shall be made to the indemnified party in immediately available funds within ten (10) Business Days following written notice by the indemnified party that the Taxes to which such payment relates are payable to the relevant Taxing Authority, use or other similar Taxes provided that the indemnifying party shall not be required to be collected in respect make any such payment earlier than three (3) Business Days before the date the payment of any Purchased Financing Contract during such Taxes to the 12 months following relevant Taxing Authority is due. (c) The Parties agree to treat the Closing Date if (i) as the last day of any taxable period relating to the Transferred Operations or any Transferred Asset or Assumed Liability to the extent permitted under Applicable Law. When such Tax treatment is not being collected by Purchaser or permitted, in the applicable Purchaser Affiliate in case of Taxes that are payable with respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods a taxable period beginning on or prior to before and ending after the Closing Date, and (ii) the portion of any such exemption from Tax that is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) attributable to the extent portion of such Damage arises out of a change period ending on the Closing Date: (1) except as provided in law after Section 9.1(c)(2), shall be deemed equal to the amount that would be payable if the taxable period ended on the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesexcept that exemptions, 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 any Person in respect of sales, use or other similar Tax paid allowances and deductions that are otherwise calculated on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereofan annual basis shall be apportioned on a daily basis); and (E2) in the case of Taxes that are imposed on a periodic basis and measured by the amount, value or level of any item, shall be deemed to be the amount of such Taxes asserted against Purchaser or any for the entire period (or, in the case of its Affiliates such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by operation a fraction, the numerator of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result which is the number of its purchase calendar days in the portion of the Purchased Assets pursuant heretoperiod ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.

Tax Indemnification. In addition to, but only to the extent not duplicative of Damages actually recovered pursuant to, the indemnification obligations set forth in Section 10.1 above, until the end of each applicable statute of limitations period following the Closing Date, the Seller shall indemnify the Buyer Indemnified Persons and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and Damages resulting from or arising out of (a) all Damages suffered Taxes (or incurred by the non-payment thereof) of, or imposed on or assessed against any of them resulting fromthe Target Entities, arising out to the extent attributable to any Pre-Closing Tax Period; (b) all Taxes of, based or imposed on or relating to: assessed against, any of the Target Entities (Awhether arising before or after the Closing Date) any and to the extent attributable to an event, transaction, act or omission occurring before the Closing Date; (c) all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser member of an affiliated, consolidated, combined or the applicable Purchaser Affiliate in respect unitary group of which any of the Financing Contract pursuant to Target Entities (xor any predecessor of such Target Entity) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or was a member prior to the Closing Date; (d) any and all Taxes of any Person imposed on any of the Target Entities, as a transferee or successor, by Contract (other than any Contract entered into in the ordinary course of business, the principal purpose of which is unrelated to Taxes) or pursuant to any applicable Legal Requirement, which Taxes relate to an event, transaction, act or omission occurring before the Closing Date; (e) all Taxes (including Transfer Taxes) imposed on the Target Group Members to the extent resulting from the Reorganization, and (f) all Taxes with respect to the ownership and disposition of the Transferred Interests prior to the Closing Date (including, for the avoidance of doubt, (i) any Taxes assessed against any of the Target Group Members (including as a result of any audit adjustment pursuant to the Partnership Tax Audit Rules with respect to any partnership-related item attributable to a Pre-Closing Tax Period, using a “closing of the books method” as described in Section 6.10.4) that is allocable to the Transferred Interests, provided that, if applicable, in the event of any such adjustment, the Buyer shall cause the relevant Target Group Member to make an election pursuant to Code Section 6226 to have any such adjustment passed through to such entity’s members and former members for the year to which such adjustment relates, and (ii) such exemption from Tax is dependent upon receipt withholding Taxes with respect to any distributions or allocations to the Seller (or the Seller’s predecessors, if any)). For the avoidance of a properly executed Exemption Certificate; provideddoubt, that and notwithstanding anything to the contrary in no event shall this Agreement, the Seller or any Assigning Subsidiary be required to indemnify Purchaser as the Indemnifying Party under this Section 5.4(e)(A) 10.5 shall have the sole right, at its option and at its own expense, to control the extent such Damage arises out defense of a change any Claim or demand arising in law after the Closing Date affecting Purchaser's obligation relation to collect such Tax; (B) any liability indemnified against under this Section 10.5, including to choose any counsel or representative hired to defend against such Claim or demand and matters related thereto. The Buyer shall have the right to participate in any such Claim or demand and to employ counsel at its own expense and choice for sales, use or other similar Taxes assessed in respect purposes of such participation. The Seller shall keep the Buyer reasonably informed of any Purchased Financing Contract such Claim or demand, shall consult with the Buyer regarding the conduct of, and any material positions taken in, any such Claim or demand, and shall not agree or consent to compromise or settle any such Claim or demand without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The Seller shall reimburse or pay the Buyer Indemnified Persons for any Taxes that are the responsibility of the Seller under this Agreement within fifteen (15) Business Days after the Cut-Off Date where payment of such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of salesa Buyer Indemnified Person, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 Target Entity or any of its Affiliates their respective Affiliates. For the avoidance of doubt, any Tax indemnification payable by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser the Seller as a result of its purchase this Section 10.5 shall be limited solely to Taxes payable by a Target Group Member or Taxes attributable to the ownership and disposition of Sponsor Capital during the Purchased Assets pursuant heretoPre-Closing Tax Period.

Tax Indemnification. Seller (a) CTI shall indemnify Buyer, the Company and its Subsidiaries and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any (A) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all Damages suffered or incurred by any of them resulting from, arising out of, based taxable periods ending on or relating to: before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (Abut does not end on) the Closing Date (each such taxable period, a “Pre-Closing Tax Period”), (B) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during member of an affiliated, consolidated, combined, or unitary group of which the 12 months following the Closing Date if Company or any Subsidiaries (ior any of their predecessors) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iiC) such exemption from Tax is dependent upon receipt any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Company and its Subsidiaries as a properly executed Exemption Certificate; providedtransferee or successor, that by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing, except in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) each case, to the extent such Damage arises out Taxes were taken into account in the final determination of a change Final Closing CTI Borne Expenses. Except as otherwise provided in law this Agreement, CTI shall not indemnify Buyer, the Company or its Subsidiaries for Taxes resulting from actions taken after the time of Closing based on instructions of the Buyer and its agents. CTI shall reimburse Buyer for any Taxes of the Company and its Subsidiaries which are the responsibility of CTI pursuant to this Section 10.3 no later than five business 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 affecting Purchaser's obligation to collect such Tax; (B) any liability for salesa “Straddle Period”), use or other similar Taxes assessed in respect the amount of any Purchased Financing Contract after Taxes based on or measured by income or receipts of the CutCompany and its Subsidiaries for the Pre-Off Date where such 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 the amount of other Taxes were erroneously paid at of the inception Company and its Subsidiaries for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Purchased Financing Contract; (C) any claim Tax for the entire Taxable period multiplied by any Person a fraction the numerator of which is the number of days in respect of sales, use or other similar Tax paid the Taxable period ending on or prior to the Cut-Off Date; (D) any Taxes for which Seller Closing Date 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 denominator of its Affiliates by operation which is the number of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of days in the Purchased Assets pursuant heretoStraddle Period.

Tax Indemnification. (a) Each Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to will indemnify and hold harmless (on a several basisAircastle, each Purchaser and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties each Transferred Entity from and against any and all Damages suffered or incurred by any claims, actions, causes of them action, liabilities, losses, damages, and reasonable out-of-pocket expenses and costs resulting from, arising out of, based on of or relating to: (A) to any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect each of the Financing Contract pursuant Transferred Entities relating to (x) Purchaser's any periods ending on or before the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax Transfer Date of the Transferred Entity and (y) Seller's that portion of any Straddle Period that ends on the Transfer Date (calculated as set forth in Section 14.03 above), in each case unless attributable to a breach or inaccuracy of any representation, warranty or covenant of Aircastle or any Purchaser contained herein or in an another Operative Agreement. Except as otherwise expressly provided in an Operative Agreement, the applicable Assigning Subsidiary's reliance on such exemption indemnity provided in the foregoing sentence shall include, without limitation, any Tax liability arising by reason of a Transferred Entity being severally liable for periods on any Taxes of another person by contract, as a transferee or prior to otherwise and any Tax liability incurred in connection with the Closing Datetransactions contemplated by this Agreement. (b) Each Purchaser will indemnify and hold harmless GAIF and each Seller from and against any and all claims, actions, causes of action, liabilities, losses, damages, and reasonable out-of-pocket expenses and costs resulting from, arising out of or relating to any Taxes of each of the Transferred Entities relating to (iix) such exemption from Tax is dependent upon receipt any periods beginning after the Transfer Date of the Transferred Entity and (y) that portion of any Straddle Period that begins after the Transfer Date of the Transferred Entity (calculated as set forth in Section 14.03 above), in each case unless attributable a properly executed Exemption Certificate; providedbreach or inaccuracy of any representation, that in no event shall Seller warranty or covenant of GAIF or 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 Seller contained herein or in law after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed another Operative Agreement. Except in respect of Reserved Obligations and as otherwise expressly provided in any Purchased Financing Contract after Operative Agreement, the Cut-Off Date where such Taxes were erroneously paid at indemnity provided in the inception foregoing sentence shall include, without limitation, any Tax liability arising by reason of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) a Transferred Entity being severally liable for any Taxes for 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 another Person by operation of lawcontract, statute, common law as a transferee or otherwise or under successor and any Tax liability or similar theories that would impose liability on Purchaser as a result of its purchase of incurred in connection with the Purchased Assets pursuant heretotransactions contemplated by this Agreement.

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties 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 all Damages suffered the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or incurred inaccuracy in any representation or warranty made by such Seller in Section 3.15, but not to exceed the amount of the Purchase Price actually received by such Seller (the “Seller’s Purchase Price”); (b) any of them resulting from, arising out Loss attributable to any breach or violation of, based on 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; (c) all Taxes of the Company or relating to: to the business of the Company for all Pre-Closing Tax Periods (Aas defined below); (d) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if member of an affiliated, consolidated, combined, or unitary group of which a Company (ior any predecessor of a Company) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods 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 the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, in each of the above cases, together with any out-of-pocket fees and expenses (iiincluding attorneys’ and accountants’ fees) such exemption from Tax is dependent upon receipt incurred in connection therewith. Seller shall reimburse Buyer for any Taxes of a properly executed Exemption Certificate; provided, the Company that in no event shall Seller or any Assigning Subsidiary be required are the responsibility of Sellers pursuant to indemnify Purchaser under this Section 5.4(e)(A6.02 within ten (10) business days after payment of such Taxes by Buyer or the Company. The term “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to the extent such Damage arises out of a change in law any taxable period beginning before and ending after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesDate, 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 portion of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid taxable period ending on or prior to and including the Cut-Off Closing Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. 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 shall hereby agrees to indemnify Purchaser against and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold it harmless (on a several basis, and solely to the 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect all liability for Taxes of the Financing Contract pursuant Seller and the Company attributable to (x) Purchaser's taxable years or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods ending on or prior to before the Balance Sheet Date and, in the case of taxable 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 DateTax Period"), (ii) all liability whenever incurred for Taxes of Seller, and (iiiii) such exemption any liability resulting from Tax is dependent upon receipt a failure of a properly executed Exemption Certificate; providedSeller to fulfill his obligations under this Article XII. 12.2.2 Notwithstanding any other provision of this Agreement, that in no event shall Seller or any Assigning Subsidiary be required Purchaser hereby agrees 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 affecting Purchaser's obligation to collect such Tax; Seller against and hold him harmless from (Bi) any liability for sales, use Taxes of the Company attributable to any taxable periods or other similar Taxes assessed in respect of any Purchased Financing Contract portions thereof commencing after the CutPre-Off Date where such Taxes were erroneously paid at the inception of such Purchased Financing Contract; Closing Tax Period; (Cii) any claim by any Person in respect liability resulting from a failure of sales, use or other similar Tax paid on or prior Purchaser to the Cut-Off Date; fulfill its obligations under this Article XII; (Diii) any Taxes liability for which Seller and Taxes, on account of, resulting from or attributable to any elections of Purchaser not consented to by Seller, or even if made jointly or consented to, if not accepted by the Assigning Subsidiaries are liable pursuant to Section 2.5 taxing authority or Section 5.3(c) hereof; and (E) any Taxes asserted against if revoked or terminated whether by Purchaser or any taxing authority; and (iv) any liability resulting from a failure of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase to timely pay any taxes of the Purchased Assets pursuant heretoCompany.

Tax Indemnification. Seller SNIH Stockholders shall indemnify indemnify, severally and hold harmlessnot jointly, and shall cause in accordance with each Assigning Subsidiary to indemnify and hold harmless such SNIH Stockholder’s SNIH Ownership Proportion, the Buyer Indemnified Parties for: (on a several basis, and solely to the extent applicable to the Assigning Subsidiaryi) all Purchaser Indemnified Parties from Income and against any and other Taxes (or the non-payment thereof) of the Acquired Companies for all Damages suffered or incurred by any of them resulting from, arising out of, based taxable periods ending on or relating to: before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (Abut does not end on) the Closing Date (“Pre-Closing Tax Period”); (ii) any and all sales, use or Income and other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser member of an affiliated, consolidated, combined, or the applicable Purchaser Affiliate in respect unitary group of which any of the Financing Contract pursuant to Acquired Companies (xor any predecessor) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iii) any and all Income and other Taxes of any person (other than the Acquired Companies) imposed on the Acquired Companies (or Surviving Company as a successor to SNI Holdco) as a transferee or successor, by contract or pursuant to any applicable Law which Taxes relate to an event or transaction occurring before the Closing. (a) If Taxes were reflected as current liabilities in computing Closing Net Working Capital, then for purposes of the indemnification under above clauses (i), (ii) and (iii), the amount of the SNIH Stockholders’ indemnification obligation thereunder shall be reduced by the amount of Taxes so reflected (i.e., to avoid duplication). For example purposes only, if there were a current liability for Taxes taken into account in computing Closing Net Working Capital in the amount of Ten Thousand Dollars ($10,000), then SNIH Stockholders’ indemnification obligation shall be reduced by Ten Thousand Dollars ($10,000). (b) The foregoing indemnification obligation includes without limitation SNIH Stockholders, indemnifying Buyer Indemnified Parties, severally and not jointly, in accordance with such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; providedSNIH Stockholder’s SNIH Ownership Proportion, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) against and to the extent such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect of the Acquired Companies arising (i) because of any Purchased Financing Contract of the Acquired Companies’ misclassification of employees as Form 1099 ‘independent contractors,’ (ii) failing to withhold or pay any Taxes relating to employees by the Acquired Companies, or (iii) relating to any persons engaged (directly or indirectly) by the Acquired Companies as Form 1099 ‘independent contractors’ but for which W-2 filings and Tax treatment by the Acquired Companies for classification as an ‘employee’ and applicable Tax payments and withholdings by the Acquired Companies as employer was, or is subsequently determined to be, required by Law. SNIH Stockholders shall reimburse Buyer, severally and not jointly, in accordance with such SNIH Stockholder’s SNIH Ownership Proportion, for any Taxes of the Acquired Companies that are the responsibility of SNIH Stockholders pursuant to this Section 11.1 within fifteen (15) Business Days after the Cut-Off Date where notification to Stockholder’s Representation payment of such Taxes were erroneously paid at by Buyer or the inception Acquired Companies. Notwithstanding anything to the Contrary herein, no SNIH Stockholder will have any obligation hereunder this Section 11.1 in excess of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoSNIH Stockholder’s Overall Proportion Indemnification Ceiling.

Tax Indemnification. Seller shall The Shareholders shall, jointly and severally, indemnify Buyer and its Affiliates and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against without duplication, any and loss, claim, liability, expense, or other damage attributable to (i) all Damages suffered Taxes (or incurred by any the non-payment thereof) of them resulting from, arising out of, based Target for all taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion through the end of the Financing Contract pursuant to Closing Date for any taxable period that includes (xbut does not end on) Purchaser's 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 applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (yforegoing) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar Law, and (iiiii) such exemption from Tax is dependent upon receipt any and all Taxes imposed on Target as a transferee or successor or by contract, by reason of a properly executed Exemption Certificate; providedan event or transaction involving Target occurring on or before the Closing Date. Buyer shall indemnify the Shareholders and hold them without duplication, that in no event shall Seller any loss, claim, liability, expense, or any Assigning Subsidiary be required other damage attributable to indemnify Purchaser under this Section 5.4(e)(Aall Taxes (or the non-payment thereof) to the extent such Damage arises out of a change in law Target for all taxable periods ending after the Closing Date affecting Purchaser's obligation to collect such Tax; and the portion after the end of the Closing Date for any taxable period that includes (Bbut does not end on) the Closing Date ("Post-Closing Tax Period"). Buyer shall also indemnify the Shareholders from and against any loss, claim, liability for salesexpense, use or other similar damage attributable to all Taxes assessed in respect of (or the nonpayment thereof) resulting from any Purchased Financing Contract transaction involving Target taking place after the Cut-Off Closing Date where that is outside the Ordinary Course of 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 were erroneously paid at by Buyer or Target. Buyer shall reimburse Shareholder for any Taxes of Target which are the inception responsibility of Buyer pursuant to this Section 11.1 within ten (10) Business Days after payment of such Purchased Financing Contract; (C) any claim Taxes by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoShareholders.

Tax Indemnification. Seller Subject to the limitations provided in Section 8.4 hereof, pursuant to Section 8.2(d) hereof, the Sellers shall indemnify the Buyer Indemnified Parties after the Closing and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Buyer Indemnified Parties harmless from and against any and against, without duplication, all Damages suffered Losses resulting from or incurred by any of them resulting from, arising out of, based on or relating to: attributable to (Ai) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect nonpayment thereof) of the Financing Contract pursuant to (x) Purchaser's or Company and Serv Food for all Pre-Closing Tax Periods, including, for the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior avoidance of doubt, Taxes attributable to the Closing Datematters set forth on Company Disclosure Schedule 4.7, and (ii) such exemption from Tax any and all Taxes of the Equity Sellers and RE Sellers, (iii) any and all Taxes of any Person imposed on the Company as a transferee or successor, by contract or agreement, or pursuant to any Law or otherwise, which Taxes relate to an event or transaction occurring at or before the Closing, (that is dependent upon receipt of not a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 Buyer Closing Date affecting Purchaser's obligation to collect such Tax; Transaction), (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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (Div) any Taxes for which Seller and the Assigning Subsidiaries are Company is liable pursuant to Treasury Regulation Section 2.5 or Section 5.3(c) hereof; and (E) any Taxes asserted against Purchaser 1.1502-6 or any similar provision of its Affiliates by operation of lawstate, statute, common law local or otherwise or under successor liability or similar theories that would impose liability on Purchaser non-U.S. Law as a result of its purchase 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 Pre-Signing Restructuring, and (vii) any and all employment, payroll and withholding Taxes imposed on the Buyer or the Company with respect to payments made to employees pursuant to this Agreement that are attributable to the 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 Purchased Assets applicable statute of limitations for the underlying Tax matter (provided, that such survival shall not exceed the period allowed pursuant heretoto 10 Del. Code § 8106(c)).

Tax Indemnification. Seller shall indemnify From and hold harmlessafter Closing, subject to this Eighth Clause, Sellers shall, pursuant to the Applicable Proportions, and Key Guarantors shall cause each Assigning Subsidiary to jointly and severally, in accordance with Section 8.1(f), save, defend, indemnify and hold harmless (on a several basis, the Purchaser Indemnitees for any and solely all Losses incurred by such Purchaser Indemnitees to the extent applicable arising out of or relating to any of the following, (i) all Taxes of any Company (or the non-payment thereof) for taxable periods (or portions thereof) ending on or before the Closing Date, including those arising from matters disclosed in the schedules hereto (taking into account the allocation provisions of Section 8.1(d) in the case of taxable periods that end after the Closing Date), except to the Assigning Subsidiaryextent such Taxes were taken into account in calculating Final Working Capital, (ii) 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 paid (or the non-payment thereof) derived from dividend or profit distributions agreed by the Companies’ shareholders prior to the Closing Date, (iii) all Taxes required to be paid by any Purchased Financing Contract during the 12 months following Company after the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect reason of the Financing Contract pursuant to Company (xor any predecessor of the Company) Purchaser's having been a member of a consolidated, unitary, or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods similar group on or prior to the Closing Date, (iv) all Taxes payable by any of the Sellers, (v) all Taxes of any person required to be paid by any Company as a transferee or successor, by contract or pursuant to Applicable Law, where the liability of the Company for such Taxes is attributable to an event or transaction occurring before the Closing Date, including a merger involving any company, (vi) the breach of any representation or warranty of the Sellers or Somar contained in Section 6.10 or in any schedule or exhibit or certificate relating to Taxes delivered pursuant to the provisions of this Agreement or in connection with the transactions, and (iivii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect breach 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase obligation of the Purchased Assets pursuant heretoSellers or Somar hereunder relating to Taxes (each one, for purposes of this Agreement, a “Tax Indemnification Event”).

Tax Indemnification. Seller shall (a) Subject to the provisions of ARTICLE 9 hereof and this SECTION 10.1, Chaswil agrees to pay, and to indemnify Citizens and the Surviving Corporation in respect of, and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold of them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered for or in respect of: (i) Taxes actually incurred by by, imposed upon, or assessed against United as a result of or relating to any Tax period ending on or before the Closing Date; (ii) Taxes for any period ending after, and including, the Closing Date as to which the liability of United arises under Treasury Regulation Section 1.1502-6 as a result of inclusion in a consolidated federal income tax return for a period prior to the Closing Date; and (iii) Taxes for any period ending after, and including, the Closing Date with respect to the business, affairs, operations and transactions of United prior to the close of business on the Closing Date; Notwithstanding any other provision in this Agreement, Chaswil shall not be required to pay or indemnify Citizens or the Surviving Corporation in respect of, nor to hold any of them resulting fromharmless against, arising out ofany damages for or in respect of Taxes incurred by, based on imposed upon, or assessed against Citizens or the Surviving Corporation as a result of or relating to: (Aiv) any Taxes to the extent that such Taxes or any portion thereof is reflected as a liability in determining the Closing Date Adjusted Capital and Surplus pursuant to SECTION 2.4 hereof; (v) the business, affairs, operations, transactions or actions or inactions of United that occur after the close of business on the Closing Date; or (vi) any actions or inactions of Citizens or any Affiliate of Citizens at any time. (b) Citizens will notify Chaswil promptly of the commencement of any claim, audit, examination, or other proposed change or adjustment by any taxing authority concerning the Tax or other Damages covered by SECTION 10.1(A) hereof ("TAX CLAIM"). (c) Citizens will furnish Chaswil promptly with copies of all correspondence (including without limitation notices, requests, explanations, determinations, schedules, charts, and lists) received from any taxing authority in connection with any Tax Claim. Chaswil will have the right to approve in advance any correspondence sent to any taxing authority by or on behalf of United with respect to any Tax Claim to the extent such correspondence would affect Chaswil's obligations under SECTION 10.1(A) hereof; PROVIDED, HOWEVER, that Chaswil will be deemed to have approved any such correspondence to the extent notice of its disapproval thereof is not delivered or mailed to Citizens in accordance with ARTICLE 12 hereof with reasonable promptness, but in all events at least 14 calendar days before the date on which payment of the Tax is due or, if earlier, at least 14 calendar days before the date on which the ability of United or Citizens, to defend against the Tax Claim is irrevocably prejudiced. (d) At its option (following reasonable notice to and consultation with Citizens), Chaswil may, at the expense of Chaswil, contest any Tax Claim in any legally permissible manner until such time as any payment for Taxes or other Damages with respect to such Tax Claim is due or, upon United's payment of such Taxes and other Damages, may sue ▇▇r a refund thereof where permitted by applicable Law. Except as provided in the last sentence of this subsection, Chaswil will control all proceedings taken in connection with any such contest or refund suit, and may pursue or forego any and all salesadministrative appeals, use or other similar Taxes required to be collected proceedings, hearings, and conferences with the taxing authority in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser Claim. United or Citizens will take such lawful action in connection with the applicable Purchaser Affiliate contest or refund suit as Chaswil may reasonably request in respect the prosecution of the Financing Contract pursuant contest or refund suit to a final determination, provided that [i] Chaswil requests such action with reasonable promptness, but in all events at least 14 calendar days before the date on which payment of the Taxes or other Damages are due or become final, or if earlier, at least 14 calendar days before the date on which United's ability to defend against the Tax Claim is irrevocably prejudiced, [ii] a reasonable basis exists for such contest or refund suit, and [iii] Chaswil acknowledges (xwithout reservation of rights) PurchaserChaswil's obligations under this SECTION 10. 1. Notwithstanding the foregoing provisions of this SECTION 10.1(D), if such contest or refund suit has or would reasonably be expected to have a material effect on the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's Liability of United or the applicable Assigning Subsidiary's reliance on such exemption Citizens for periods on or prior taxes with respect to any period ending after the Closing Date, then Citizens may, at its expense, participate in any such contest or refund suit and (ii) neither party shall compromise or settle such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller contest or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to refund suit without the extent such Damage arises out of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase consent of the Purchased Assets pursuant heretoother.

Tax Indemnification. Seller The Sellers shall --------------- ------------------- severally indemnify the Parent and the Buyer and their affiliates (including the Company and its Subsidiaries) and each of their respective directors, officers, employees, stockholders, agents and other representatives against and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless from (on a several basis, and solely i) any liability for Taxes of the Company or its Subsidiaries for any Pre-Closing Tax Period (except to the extent applicable such taxable period began before and 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 liability for Taxes of the Sellers and (iii) any liability for reasonable legal, accounting, appraisal, consulting or similar fees and expenses for any item attributable to any item in clause (i) or (ii) above (collectively, a "Tax Loss"). The Seller's indemnification obligations under this Section 9(a) shall be limited to the Assigning Subsidiaryexcess of amounts reserved (if any) all Purchaser Indemnified Parties 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 against other Tax Losses of the Company or its Subsidiaries for any and all Damages suffered 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 incurred by any of them resulting from, arising out of, based on or relating to: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 all sales, use the denominator which is 365 (or 182 in the case of a semester); and (B) the Taxes of the Company or its Subsidiaries (other similar than the Special Taxes) for the Pre-Closing Tax Period (other than Taxes required to imposed in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be collected 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 any Purchased Financing Contract during Taxes for a Straddle Period shall equal the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect excess of the Financing Contract pursuant to (x) Purchaser's or such Taxes for the applicable Purchaser Affiliate's reliance on an applicable exemption from such Pre-Closing Tax and Period over (y) Seller's the sum of (I) the amount of such Taxes for the Pre-Closing Tax Period paid by the Sellers or any of their affiliates (other than the applicable Assigning Subsidiary's reliance on Company) at any time and (II) the amount of such exemption for periods Taxes paid by the Company or its Subsidiaries on or prior to the Closing DateDate 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 the Closing Balance Sheet. The Sellers shall initially pay such excess to the Buyer five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of 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 (ii) such exemption from Tax is dependent upon receipt which shall include the execution of a properly executed Exemption Certificate; provided, that in no event shall Seller Department of the Treasury Model Form SC 2845 or any Assigning Subsidiary be required successor form) with respect to indemnify Purchaser Taxes for the Straddle Period. The indemnification obligations of the Sellers provided under this Section 5.4(e)(A9(a) to shall terminate when the extent such Damage arises out applicable statute of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretolimitations has expired.

Tax Indemnification. Seller shall indemnify and hold harmless(a) If, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely subsequent to the extent applicable Closing Date, any liability for any Taxes relating to the Assigning Assets, the employees of the Company or ▇▇▇▇▇▇▇▇▇ 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 the Business is imposed on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in ▇▇▇▇▇▇▇▇▇ Subsidiary with respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or any period prior to the Closing Date, then the Company and the Principal, jointly and severally, shall indemnify and hold the Purchaser and ▇▇▇▇▇▇▇▇▇ Subsidiary harmless from and against, and shall pay, as an adjustment to the Purchase Price, the full amount of such tax liability, including any interest, additions to tax and penalties thereon, together with interest on such additions to tax or penalties (iias well as reasonable attorneys' or other fees and disbursements of the Purchaser and ▇▇▇▇▇▇▇▇▇ Subsidiary incurred in determination thereof or in connection therewith). The Company and the Principal shall, at their sole expense and in their reasonable discretion, either settle any tax claim that may be the subject of indemnification under this Section 9.4(a) at such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; time and on such terms as it shall deem appropriate or assume the entire defense thereof, provided, however, that the Company or the Principal shall in no event shall Seller take any position in such settlement or defense that subjects the Purchaser or ▇▇▇▇▇▇▇▇▇ Subsidiary to any civil fraud or any Assigning civil or criminal penalty. (b) If, subsequent to the Closing Date, any liability for any Taxes relating to the Assets, the employees of the Company or ▇▇▇▇▇▇▇▇▇ Subsidiary, or the Business is imposed on the Company with respect to any period after the Closing Date, then the Purchaser and ▇▇▇▇▇▇▇▇▇ Subsidiary, jointly and severally, shall indemnify and hold the Company harmless from and against, and shall pay the full amount of such tax liability, including any interest, additions to tax and penalties thereon, together with interest on such additions to tax or penalties (as well as reasonable attorneys' or other fees and disbursements of the Company incurred in determination thereof or in connection therewith). The Purchaser and ▇▇▇▇▇▇▇▇▇ Subsidiary shall, at their sole expense and in their reasonable discretion, either settle any tax claim that may be required to indemnify Purchaser the subject of indemnification under this Section 5.4(e)(A9.4(b) at such time and on such terms as it shall deem appropriate or assume the entire defense thereof, provided, however, that the Purchaser and ▇▇▇▇▇▇▇▇▇ Subsidiary shall in no event take any position in such settlement or defense that subjects the Company or the Principal to the extent such Damage arises out of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 civil fraud or any of its Affiliates by operation of law, statute, common law civil or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretocriminal penalty.

Tax Indemnification. Seller shall indemnify Company, its Subsidiaries, Buyer, and each Buyer Affiliate and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against without duplication, any and all Damages suffered or incurred by any of them resulting fromloss, arising out ofclaim, based on or relating to: (A) any and all salesliability, use expense, or other similar Taxes required damage attributable to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser all Taxes (or the applicable Purchaser Affiliate in respect non-payment thereof) of Company and its Subsidiaries for all taxable periods ending on or before the Effective Date and the portion through the end of the Financing Contract pursuant Effective Date for any taxable period that includes (but does not end on) the Effective Date including all Taxes arising out of or associated with the Pre-Closing Restructuring (“Pre-Effective Date Tax Period”; and such Taxes are referred to herein as “Pre-Effective Date Taxes”), (xii) Purchaser's 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 applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (yforegoing) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Effective Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller including pursuant to Treasury Regulation §1.1502-6 or 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 analogous or similar state, local or foreign law after the Closing Date affecting Purchaser's obligation to collect such Tax; or regulation, (Biii) any liability for sales, use or other similar and all 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; Person (Cother than Company and its Subsidiaries) any claim by any Person in respect of sales, use or other similar Tax paid imposed on or prior to the Cut-Off Date; (D) any Taxes for 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 Company or any of its Affiliates Subsidiaries as a transferee or successor, by operation of contract or pursuant to any law, statuterule or regulation, common which Taxes relate to an event or transaction occurring on or before the Effective Date; and (iv) the Taxes and fees for which Seller is responsible as described in subsection (vi) below. Buyer shall indemnify Seller and each Affiliate of Seller and hold them harmless from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of Company and its Subsidiaries for all taxable periods beginning after the Effective Date and the portion after the Effective Date for any taxable period that includes (but does not end on) the Effective Date (“Post-Effective Tax Period”), (ii) all Taxes of any member of an affiliated consolidated, combined or unitary group of which Company or any of its Subsidiaries (or any successor of any of the foregoing) is a member after the Effective Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or otherwise regulation, (iii) any and all taxes of any Person (other than Company and its Subsidiaries) imposed on Company or under successor liability or similar theories that would impose liability on Purchaser any of its Subsidiaries as a result transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring after the Closing and (iv) the Taxes and fees for which Buyer is responsible as described in subsection (vi) below. Any amount payable under the indemnity provided under this §6(d)(i) shall be determined by reference to actual losses or expenses in the same manner as if such indemnity were for Adverse Consequences pursuant to §9 and for instance, shall be reduced by any Tax benefit accruing to any indemnified Party which is correlative to the incurring of its purchase or payment of a Tax Liability indemnified for hereunder. All claims for indemnity under this §6(d)(i) shall be considered to be Adverse Consequences subject to indemnity under §9, and shall be subject to the Purchased Assets procedures only but not the limitations specified therein except as otherwise provided in this §6(d). If a Party indemnified pursuant heretoto this §6 receives a refund for credit or other reimbursement with respect to Taxes for which it has been indemnified under this Agreement, such party shall pay over such refund, credit or other reimbursement to the indemnifying Party.

Tax Indemnification. Seller shall indemnify Without duplication and hold subject to Section 9 as it applies to Tax matters, in addition to claims for indemnification by the Buyer Indemnified Parties under Section 9 of this Agreement relating to Tax matters, the Buyer Indemnified Parties will be indemnified and held harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basisagainst all Losses reasonably incurred, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred sustained by any of them resulting fromthem, directly or indirectly, arising out of, based on as a result of, or relating towith respect to or in connection with: (i) all Losses attributable to (A) any all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all sales, use taxable periods ending on or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion through the end of the Financing Contract pursuant to Closing Date for any taxable period that includes (xbut does not end on) Purchaser's the Closing Date (“Pre-Closing Tax Period”), (B) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and Company or any of its Subsidiaries (yor any predecessor of any of the foregoing) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller including pursuant to Treasury Regulation Section 1.1502- 6 or 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 analogous or similar state, local, or foreign law after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesor regulation, 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; and (C) any claim by and all Taxes of any Person in respect (other than the Company and its Subsidiaries) imposed on the Company or any of salesits Subsidiaries as a transferee or successor, use by contract (other than any contract the only parties of which are the Company and its Subsidiaries) or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 any law, rule, or Section 5.3(c) hereofregulation, which Taxes relate to an event or transaction occurring before the Closing; and (Eii) in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (A) the amount of any Taxes asserted against Purchaser based on or measured by income or receipts of the Company and its Subsidiaries 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 (and for such purpose, the taxable period of any entity classified for U.S. federal income tax purposes as a partnership or disregarded entity in which the Company or any of its Affiliates by operation Subsidiaries holds a beneficial interest shall be deemed to terminate at such time); provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned to the Pre-Closing Tax Period in a manner consistent with the methodology described in clause (A) hereof, (B) the amount of lawDelaware franchise taxes for the Pre-Closing Tax Period shall be determined using the proration method that is applicable in Delaware upon the amendment to the Company’s Certificate of Incorporation changing the Company’s authorized number of shares of capital stock, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result and (C) the amount of its purchase other Taxes of the Purchased Assets Company and its Subsidiaries for a Straddle Period that 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. If any party (the “Paying Party”) pays or has paid a Tax for which the other party (the “Non-Paying Party”) is responsible pursuant heretoto the apportionment set forth in this Section 10.4, the Paying Party shall be entitled to reimbursement from the Non-Paying Party, unless such payment was taken into account in the calculation of the Working Capital Amount.

Tax Indemnification. Seller (a) AT&T’s Indemnification of the Company. From and after the Closing and without duplication, AT&T shall be liable for and indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) Company for all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting from, Losses 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser all Taxes attributable to, imposed on, or for which the applicable Purchaser Affiliate in respect Company may otherwise be liable (including, without limitation, Taxes for which the Company may be liable under Treasury Regulation 1.1502-6 or comparable provision of the Financing Contract pursuant to (xforeign, state, local or provincial Law) Purchaser's for events occurring or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods ending on or prior to before the Closing Dateand, with respect to any taxable year or period beginning before and ending after the Closing, the portion of such taxable year ending on and including the Closing including, in each case, the Transactions; and (ii) any breach of representation or warranty set forth in Section 3.8 of this Agreement. [Media One]MediaOne of Colorado shall be entitled to any refund of Taxes of the Company received by the Company or any member of an affiliated, consolidated, combined or unitary group of which the Company is a member after the Closing (a “Company Group”) for such exemption from Tax is dependent upon receipt periods net of Taxes payable by the Company or other member of a properly executed Exemption Certificate; providedCompany Group with respect to the receipt or accrual thereof and the Company or other member of a Company Group shall cause such refund, that net of any Taxes imposed on such refund amount, to be paid to [Media One]MediaOne of Colorado promptly following any receipt thereof by the Company or other member of a Company Group. Table of Contents (b) The Company’s Indemnification of AT&T. From and after the Closing and without duplication, the Company shall be liable for and indemnify AT&T and its Affiliates for the Taxes of the Company attributable to periods (or portions thereof) ending after the Closing other than those for which the Company is indemnified by [Media One of Colorado]AT&T under Section 14.1(a) of this Agreement. From and after the Closing, the Company shall be entitled to any refund of Taxes of the Company other than those refunds described in no event shall Seller Section 14.1(a) and [AT&T]MediaOne of Colorado or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(Amember of an affiliated, consolidated, combined or unitary group of which MediaOne of Colorado is a member (a “MediaOne of Colorado Group”) shall cause such refund to the extent such Damage arises out received by MediaOne of Colorado or any other member of a change in law after MediaOne of Colorado Group, net of any Taxes imposed on such refund amount, to be paid to the Closing Date affecting Purchaser's obligation to collect such Tax; (B) Company promptly following any liability for sales, use receipt thereof by [Media One]MediaOne of Colorado or other similar Taxes assessed in respect member of any Purchased Financing Contract after the Cut-Off Date where such Taxes were erroneously paid at the inception a MediaOne of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoColorado Group.

Tax Indemnification. Seller Without otherwise limiting the indemnification of Buyer Indemnified Parties pursuant to Section 6.3, Sellers shall jointly and severally indemnify the Buyer Indemnified Parties and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and Loss attributable to (a) any Taxes (or the non-payment thereof) of the Company for all Damages suffered or incurred by any of them resulting from, arising out of, based the taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion through the end of the Financing Contract pursuant to Closing Date for any taxable period that includes (xbut does not end on) Purchaser's the Closing Date (“Pre-Closing Tax Period”), (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's Company is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iic) such exemption from Tax is dependent upon receipt any and all Taxes of any Person (other than the Company) imposed on the Company as a properly executed Exemption Certificatetransferee or successor, by contract or pursuant to any law, rule or regulations, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in no event the case of clauses (a), (b) and (c) above, Sellers shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) liable only to the extent that such Damage arises out Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing difference between book and Tax income) on the face of a change in law after the Closing Date affecting Purchaser's obligation Balance Sheet (rather than in any notes thereto) and taken into account in determining the Purchase Price adjustment provided in Sections 2.2.4. Sellers’ Representative shall cause the Buyer Indemnified Parties to collect such Tax; (B) be reimbursed, and Sellers shall, jointly and severally, reimburse the Buyer Indemnified Parties, for any liability for sales, use or other similar Taxes assessed in respect of any Purchased Financing Contract the Company that are the responsibility of Sellers within 15 Business Days after the Cut-Off Date where payment of such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person one or more of the Buyer Indemnified Parties. The procedures set forth in Sections 6.3.3 and 6.3.4 shall apply with respect to claims made by any of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes Buyer Indemnified Parties for which Seller and the Assigning Subsidiaries are liable indemnification pursuant to this 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto6.7.5.

Tax Indemnification. (a) Seller shall indemnify and hold harmlessindemnify, and shall cause each Assigning Subsidiary to indemnify defend and hold harmless the Buyer Indemnitees from and against (i) any Liability for Taxes of the CenturyTel Entities due in respect of all Taxable periods ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date (other than Taxes specifically reserved on the Closing Date Statement, but excluding any reserve for deferred Taxes to reflect timing differences between book and Tax income), (ii) any liability that may be imposed on the CenturyTel Entities in accordance with Section 1.1502-6 of the Treasury Regulations promulgated under the Code or in accordance with any analogous provision of state or local law, as a several basisresult of the affiliation of the CenturyTel Entities with Seller or an Affiliate of Seller or predecessor-in-interest, and solely (iii) any liability for Taxes resulting from Section 338(h)(10) Elections with respect to the extent applicable CenturyTel Entities or Cellular Entities. (b) Seller also agrees to indemnify, defend and hold harmless the Assigning Subsidiary) all Purchaser Indemnified Parties Buyer Indemnitees from and against any and all Damages suffered or incurred by any costs sustained in a Tax period 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 Purchased Financing Contract during the 12 months following a CenturyTel Entity ending after the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect arising out of the Financing Contract pursuant settlement or other resolution (without the written consent of Buyer) of a proposed Tax adjustment which relates to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such a Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods period ending on or prior before the Closing Date. For example, if Seller agrees in an income Tax audit to reduce the depreciable basis of property acquired by a CenturyTel Entity before the Closing Date, Seller shall be liable for any additional Taxes due from such CenturyTel Entity by reason of reduced depreciation deductions. (c) In the case of any representation, warranty and agreement of Seller in Section 3.11 and any other representation or warranty relating to or affecting the CenturyTel Entities' Liability for Taxes, whether the entity's own Taxes or its liability, if any (iifor example, by reason of transferee liability or application of Treas. Reg. Section 1.1502-6) such exemption from Tax is dependent upon receipt for the Taxes of a properly executed Exemption Certificate; providedothers including, that in no event shall but not limited to Seller or any Assigning former or present Affiliate or Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to thereof, the extent such Damage arises out same shall survive until the later of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect final resolution of any Purchased Financing Contract after the Cut-Off Date where judicial or administrative proceeding involving any such Taxes were erroneously paid at the inception Tax or expiration of such Purchased Financing Contract; any statute of limitations (C) including any claim by any Person in respect of salessuspensions, use tollings or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoextensions thereof.)

Tax Indemnification. (A) In addition to any of the other indemnification obligations arising under this Agreement, Seller shall indemnify hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Agreement, to indemnify, defend and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold the Seller Indemnitees harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by Losses that any of them 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, arising out of, based on from or relating to: to (A1) any and all sales, use or other similar liability for Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant Companies related to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods any taxable period ending on or prior to the Closing Date, Date 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 exemption from action expressly required by applicable law or by this Agreement) (a "Buyer Tax is dependent upon receipt Act") or attributable to a breach by Buyer of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser its obligations under this Section 5.4(e)(AAgreement (including but not limited to Buyer's covenants under Article 8 of this Agreement). 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 Agreement to indemnify, defend and hold the Buyer Indemnitees harmless from and against any Loss or Losses that any of the Buyer Indemnitees shall incur or suffer, resulting from or relating to (1) any and all liability for Taxes (i) of the Companies related to any taxable period ending after the Closing Date (except to the extent such Damage arises out of a change in law after taxable period began before the Closing Date affecting PurchaserDate, in which case Buyer's obligation indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period) and (ii) attributable to collect such Tax; a Buyer Tax Act or to a breach by Buyer of its obligations under this Agreement (Bincluding but not limited to Buyer's covenants under Article 8 of this Agreement), and (2) any liability for sales, use or other similar Taxes assessed in respect enforcement of any Purchased Financing Contract after the Cut-Off Date where such Taxes were erroneously paid at the inception of such Purchased Financing Contract;this indemnity. (C) any If a claim with respect to Taxes shall be made by any Person taxing authority, which, if successful, might result in respect of sales, use or other similar Tax paid on or prior an indemnity payment to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable an indemnified party pursuant to Section 2.5 13.8(A) or Section 5.3(c) hereof; and 13.8(B), the party receiving such claim shall promptly notify the other party in writing of such claim (E) 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 be liable to the indemnified party, any Taxes asserted against Purchaser of its affiliates or any of its Affiliates by operation of lawtheir respective officers, statutedirectors, common law agents or otherwise or under successor liability or similar theories employees to the extent that would impose liability on Purchaser indemnifying party's position is actually prejudiced as a result thereof. With respect to any 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 purchase sole discretion pursue or 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 Tax claimed and sue for a refund where applicable law permits such refund suits or con▇▇▇t the 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 Purchased Assets pursuant heretoretention 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 Periods) without Seller's prior written consent. Likewise, in no case shall Seller, the Companies, or any of their respective officers, directors, agents or employees settle or otherwise compromise any Tax Claim relating to a Post-Closing Tax Period (excluding Straddle Periods) without Buyer's prior written consent.

Tax Indemnification. 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 extent applicable to the Assigning Subsidiarya) all Each Purchaser Indemnified Parties from Party shall be indemnified and against held harmless by Sellers for and against: (i) the Applicable Share of any and all Damages suffered Taxes of the Acquired Companies (including any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary group basis with respect to a group of entities that includes or included any Acquired Company) for any Pre-Closing Tax Period, other than (x) Taxes for which adequate reserves, excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income, have been established on the Reference Balance Sheet in accordance with Mexican GAAP and (y) current Taxes attributable to a Pre-Closing Tax Period ending on the Closing Date that are incurred by in the ordinary course of business, consistent with past custom and practice, and reserved for in the Business Books and Records, (ii) 100% of any and all Taxes of Sellers or any of them their Affiliates (other than the Acquired Companies) and 51% of any Liability of the Acquired Companies for Taxes resulting fromfrom their failure to get full credit for payment of the Accounting Dividend Tax within 36 months from the Closing Date under applicable Mexican Tax Law, provided that with respect to the obtainment of tax credits for the payment of the Accounting Dividend Tax, Purchasers shall cause the Acquired Companies to use tax planning strategies in an ordinary course manner, consistent with the requirements of applicable Law, (iii) 100% of any and all Losses arising out of, based on resulting from or relating to:incident to any breach by any Seller or any of its Affiliates of any covenant contained in Article VII, except to the extent such breach is directly attributable to a breach by any Purchaser or any of its Affiliates (including the Acquired Companies after the Closing Date) of Section 7.02, and (iv) the Applicable Share of any and all Losses arising out of, resulting from or incident to the breach of any representation or warranty contained in Section 3.19 without regard to any materiality qualification contained therein, except to the extent that any such Losses are otherwise indemnified pursuant to the foregoing clauses (i)-(iii); provided, however, that, to the extent such Taxes or Losses described in clauses (i) or (iv) arise out of, relate to or are attributable to a Pre-JV Tax Period, each Purchaser Indemnified Party shall be indemnified and held harmless by Sellers for 100% of such Taxes and Losses. For purposes of this Section 9.07(a), Taxes for a Pre-Closing Tax Period (or Pre-JV Tax Period, as applicable) shall include the amount of Taxes which would have been paid but for the application of any credit or net operating loss or capital loss deduction attributable to Post-Closing Tax Periods (or Post-JV Tax Periods, as applicable). (Ab) Each Seller Indemnified Party shall be indemnified and held harmless by Purchasers for and against (i) all Taxes of an Acquired Company (including any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary group basis with respect to a group of entities that includes or included an Acquired Company) for any Post-Closing Tax Period, except to the extent such Taxes are attributable to a breach by Sellers of any covenant contained in Article VII or this Section 9.07 (other than a breach directly attributable to a material breach by any Purchaser or any of its Affiliates (including the Acquired Companies after the Closing Date) of Section 7.02) or any representation or warranty contained in Section 3.19, without regard to any materiality qualification contained therein, and (ii) any and all salesLosses arising out of, use resulting from or incident to the breach by any Purchaser or any of its Affiliates of any covenant contained in Article VII of this Agreement. (c) In the case of any Straddle Period (or JV Straddle Period, as applicable): (i) real, personal and intangible property Taxes or other similar Taxes required levied on a per diem basis (collectively, "Per Diem Taxes") of an Acquired Company for a Pre-Closing Tax Period (or Pre-JV Tax Period, as applicable) shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period (or JV Straddle Period, as applicable), multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period (or JV Straddle Period, as applicable) that are in the Pre-Closing Tax Period (or Pre-JV Tax Period, as applicable) and the denominator of which is the total number of calendar days in the Straddle Period (or JV Straddle Period, as applicable); and (ii) Taxes of an Acquired Company (other than Per Diem Taxes) for any Pre-Closing Tax Period (or Pre-JV Tax Period, as applicable) shall be collected computed as if such Tax Period ended as of the end of the day on the Closing Date (or JV Effective Date, as applicable). (d) Sellers' indemnity obligation in respect of any Purchased Financing Contract during Taxes for a Pre-Closing Tax Period as determined pursuant to Section 9.07(a) shall initially be effected by their payment to Purchasers of the 12 months following the Closing Date if excess of (i) the Applicable Share of any such Taxes for a Pre-Closing Tax is not being collected Period (as may be evidenced by Purchaser any Tax Return prepared in accordance with Section 7.01 or as otherwise indicated in a written notice prepared by Purchasers) over (ii) the applicable Purchaser Affiliate in respect sum of (A) the amount of such Taxes paid by Sellers or any of their Affiliates, other than the Acquired Companies, at any time plus the Applicable Share of the Financing Contract pursuant to (x) Purchaser's or amount of such Taxes paid by the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods Acquired Companies on or prior to the Closing Date plus the Applicable Share of the reserve for Taxes, excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income, established on the Reference Balance Sheet plus (B) in the case of current Taxes attributable to a Pre-Closing Tax Period ending on the Closing Date, the Applicable Share of the amount of such Taxes that are incurred in the ordinary course of business, consistent with past custom and practice, and reserved for in the Business Books and Records. Sellers shall pay such excess to Purchasers within 10 Business Days after written demand is made by Purchasers (but not earlier than five) Business Days before the date on which Taxes for the relevant Tax Period are required to be paid to the relevant Governmental Authority). In the case of a Tax that is contested in accordance with the provisions of Section 9.07(e), payment of the Tax to the appropriate Governmental Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Governmental Authority. (e) If a claim shall be made by any Governmental Authority, which, if successful, might result in an indemnity payment to an Indemnified Party pursuant to this Section 9.07, the Indemnified Party shall as soon as practicable, but in any event no more than 10 Business Days following the Indemnified Party's receipt of such claim, give written notice to the Indemnifying Party of such claim (a "Tax Claim"); provided, however, the failure of the Indemnified Party to give such notice shall only relieve the Indemnifying Party from its indemnification obligations hereunder to the extent it is actually prejudiced by such failure. (f) Sellers shall control all proceedings and may make all decisions (including selection of counsel) in connection with (i) any Tax Claim relating to Taxes or Tax Returns of the Acquired Companies for a Pre-Closing Tax Period that are filed on a consolidated, combined, unitary or similar basis with Sellers or their Affiliates and (ii) such exemption from any Tax is dependent upon receipt Claim for which the proceedings are in progress as of a properly executed Exemption Certificatethe Closing; provided, that however, Sellers shall not settle any such Tax Claim without Purchasers' consent, which shall not be unreasonably withheld, and Purchasers may participate in no event any such proceedings at their own expense upon written notification to Seller Representative. Purchasers shall control all proceedings and may make all decisions (including selection of counsel) in connection with any other Tax Claim relating to a Pre-Closing Tax Period; provided, however, Purchasers shall not settle any such Tax Claim without Seller or Representative's consent, which shall not be unreasonably withheld, and Sellers may participate in any Assigning Subsidiary be required such proceedings at its own expense upon written notification to indemnify Purchaser under this Section 5.4(e)(A) Purchaser. Purchasers shall control at their own expense all proceedings with respect to the extent such Damage arises out of any Tax Claim relating to a change in law Tax Period beginning after the Closing Date affecting Purchaser's obligation to collect such Tax;Date. (Bg) Sellers, Purchasers, and the Acquired Companies, and each of their respective Affiliates shall reasonably cooperate with each other in contesting any liability for salesTax Claim. Such cooperation shall include the retention and, use upon the request of the party or other similar Taxes assessed in respect parties controlling proceedings relating to such Tax Claim, the provision to such party or parties of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any Purchased Financing Contract after the Cut-Off Date where material provided hereunder or to testify at proceedings relating to such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoClaim.

Tax Indemnification. Seller shall indemnify From and after the Closing, the Shareholders will severally (in accordance with their respective Participation Percentages), and not jointly, subject to the limitations set forth in Section 7.4, indemnify, defend and hold harmlessCompany and its Subsidiaries and Parent Indemnitees harmless from and against, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely pay to the 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 fromindemnified parties, 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to Indemnification Escrow Fund: (1) Taxes of Company and its Subsidiaries for: (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such any Pre-Closing Tax Period; and (y) Seller's the portion of any Straddle Period ending on the Closing Date (allocated, with respect to a Straddle Period, as provided in Section 5.9d); (2) the amount of any Taxes (as a result of Treasury Regulation 1.1502-6 or any analogous provision of Applicable Law or otherwise) of any Person that is or has ever been affiliated with Company or any of its Subsidiaries or with whom Company or any of its Subsidiaries otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary, aggregate or similar Tax Return, prior to the applicable Assigning Subsidiary's reliance on such exemption for periods Closing Date; and (3) 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 Company or any of its Subsidiaries was obligated, or was a party, on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, however, that in no event shall Seller or each case, the Shareholders will not have any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) such obligation to the extent such Damage arises out of a change in law after the Closing Date 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 specifically taken into account as a Current Liability in determining Net Working Capital as of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or immediately prior to the Cut-Off Effective Time. Shareholders’ duty to indemnify, defend and hold Company and Parent Indemnitees harmless as set forth above in this Section 5.9b will survive the Closing until Sixty (60) days after the date of the expiration of the applicable statute of limitations (as extended under Applicable Law) for assessment of the relevant Tax, but in no event for a period of more than Five (5) years from the Closing Date; (D) ; provided that any Taxes claim for which Seller and the Assigning Subsidiaries are liable notice has been given 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto5.9c prior to such date shall survive until such claim has been finally resolved.

Tax Indemnification. (a) Seller shall indemnify each Buyer Indemnitee and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser any Loss attributable to any breach of or the applicable Purchaser Affiliate inaccuracy in respect any representation or warranty made in Section 3.22; (ii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) all Pre-Closing Taxes of the Financing Contract pursuant to Company or Holdco; (xiv) Purchaser's all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and Company or Holdco (yor any predecessor of the Company or Holdco) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing DateDate by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iiv) such exemption from Tax is dependent upon receipt any and all Taxes of a properly executed Exemption Certificateany person imposed on the Company or Holdco arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; provided, however, that in no event Seller shall Seller not be liable for or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(Aany Buyer Indemnitee from or against (A) to the extent such Damage arises out of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser arise as a result of its purchase a voluntary transaction or action carried out or effected by the Company, Holdco, Buyer or any of their respective Affiliates at any time after the Closing but on the Closing Date; provided, further, however, that Seller shall remain liable and shall indemnify each Buyer Indemnitee for Taxes attributable to transactions and actions that are carried out or effected on the Closing Date (y) under a legally binding commitment of the Purchased Assets Company or Holdco created before the Closing; or (z) pursuant heretoto an obligation of this Agreement; and (B) Taxes, to that extent such Taxes are taken into account in the calculation of the Closing Working Capital. Seller shall reimburse Buyer for any Taxes of the Company and Holdco that are the responsibility of Seller pursuant to this Section 6.03 within ten Business Days after payment of such Taxes by Buyer, the Company or Holdco. (b) Buyer shall indemnify each Seller Indemnitee and hold them harmless from and against Taxes of the Company and Holdco not indemnified by Seller pursuant to Section 6.03(a).

Tax Indemnification. (a) From and after the Closing, Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary agrees to indemnify and hold harmless Buyer and Buyer’s Affiliates and each of their respective officers, directors, employees, agents and Representatives (on a several basiscollectively, the “Buyer Indemnified Parties”) from and solely against, without duplication, (i) Taxes of the Company or any Company Subsidiary attributable to any Pre-Closing Tax Period to the extent applicable 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 Assigning Subsidiary) all Purchaser Buyer Indemnified Parties from 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 Taxes subject to such claim for indemnification. Any claim for indemnity under Section 8.1(a) shall be deemed time-barred, and against 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 and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating tosuch Taxes that shall be treated as attributable to a Pre-Closing Tax Period shall be: (Ai) in the case of Taxes that are either (x) based upon or related to income, or receipts, or (y) imposed in connection with any and all sales, use sale or other similar transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the 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 required deemed to be collected the amount of such Taxes for the entire period (or, in respect the case of any Purchased Financing Contract during such Taxes determined on an arrears basis, the 12 months following 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 (i) such Tax is not being collected by Purchaser or the portion of any Straddle Period) that ends on or before the Closing Date and no party shall take a position that is inconsistent with such treatment unless otherwise required by applicable Purchaser Affiliate in respect Law. (e) To the extent permitted under applicable Law, Seller and Buyer shall take all actions reasonably necessary to terminate the taxable year of the Financing Contract pursuant to (x) Purchaser's or Company and the applicable Purchaser Affiliate's reliance Company Subsidiaries on an applicable exemption from the Closing Date. To the extent any such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance taxable year is terminated on such exemption for periods on or prior to the Closing Date, the parties hereto agree to cause the Company and the Company Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Tax authority will not accept a Tax Return filed on that basis. (iif) such exemption 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 Tax Periods, other than any Tax liability resulting from Tax is dependent upon receipt of a properly executed Exemption Certificatethe breach or inaccuracy in any representation or warranty set forth in Section 3.12(e); provided, however, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to the extent such Damage arises out of any Buyer Indemnified Party for a change reduction in, or loss of, any Tax benefit in law after the a Post-Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesTax Period, 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and (Eii) No provision in this ARTICLE VIII shall be interpreted in any Taxes asserted against Purchaser manner that will require Seller to pay any amount more than once as an indemnity or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets set-off or credit against any amounts required to be paid pursuant heretoto this Agreement.

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against (a) any and all Damages suffered Loss attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out the Tax Representations; (b) any Loss attributable to any breach or violation by Seller of, based on or failure of Seller to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) 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 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; (Ad) any and all sales, use income or other similar franchise Taxes required to be collected in respect of any Purchased Financing Contract during member of an Affiliated Group (other than an Affiliated Group that includes Buyer or any of its Affiliates (other than the 12 months following Company and its Subsidiaries)) of which the Closing Date if Company or any of its Subsidiaries (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect any predecessor of the Financing Contract pursuant to (xCompany or its Subsidiaries) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date that are imposed on the Company or its Subsidiaries under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law (but excluding any such liability for such Taxes to the extent directly or indirectly attributable to membership in any Affiliated Group for any period (or any portion of a period) beginning after the Closing Date); and (e) any and all Taxes of any Person imposed on the Company or its Subsidiaries arising under the principles of transferee or successor liability or by contract, if the liability for such Taxes relates to an event or transaction both occurring before the Closing Date and effected or entered into by the Company or any of its Subsidiaries prior to the Closing Date, in each of the above cases, together with any out-of-pocket fees and expenses (iiincluding attorneys’ and accountants’ fees) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificateincurred in connection therewith; provided, however, that in Seller shall not be responsible for, and shall have no event shall Seller obligation to indemnify and hold Company, Buyer, or any Assigning Subsidiary be required to indemnify Purchaser under this Buyer Indemnitee harmless from and against (1) Taxes resulting from (A) any transactions occurring on the Closing Date after the Closing outside the ordinary course of business or (B) any breach by Buyer of Section 5.4(e)(A6.01(c), or (2) Taxes, to the extent such Damage arises out Taxes are treated as a liability in the calculation of a change in law Closing Working Capital. Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.02 within ten (10) Business Days after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect payment of any Purchased Financing Contract after the Cut-Off Date where such Taxes were erroneously paid at by Buyer or the inception of such Purchased Financing Contract; (C) any claim by any Person Company, which reimbursements, in respect of salesthe aggregate, use or other similar Tax paid on or prior shall not exceed an amount equal to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoPurchase Price.

Tax Indemnification. 9.7.1.1 The Seller shall indemnify the Purchaser and its Affiliates (including the Company) and each of their respective officers, directors, employees, stockholders, and Representatives and hold harmlessthem harmless from all liability for Excluded Taxes. Notwithstanding the foregoing, and the Seller shall cause each Assigning Subsidiary to not indemnify and hold harmless the Purchaser and its Affiliates (on a several basis, and solely to including the extent applicable to the Assigning SubsidiaryCompany) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting fromtheir respective officers, arising out ofdirectors, based employees or Representatives, from any liability for Taxes attributable to any action taken on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 affecting by the Purchaser's obligation to collect such Tax; , any of its Affiliates (Bincluding the Company) or any liability for sales, use or other similar Taxes assessed in respect transferee 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 (other than any such action consented to by operation of lawthe Seller, statute, common law expressly required by Applicable Law or otherwise by this Agreement) (a "Purchaser Tax Act") or under successor liability or similar theories that would impose liability on attributable to a breach by the Purchaser as a result of its purchase obligations under this Agreement. 9.7.1.2 The Purchaser shall, 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 (a) all liability for Taxes of the Purchased Assets pursuant heretoCompany for any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case the Purchaser's indemnity will cover only that portion of any such 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 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 (a "Straddle Period"): 9.7.1.3.1 real property Taxes ("Property Taxes") of the Company allocable to 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 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 the Closing Date, applying all exemptions, allowances or deductions (including depreciation and amortization deductions) applicable to such Pre-Closing Tax Period.

Tax Indemnification. (i) The Seller shall indemnify the Buyer Parties and hold harmlessthem harmless from and against, and shall cause each Assigning Subsidiary to indemnify and hold harmless without duplication, (on a several basis, and solely to the extent applicable to the Assigning Subsidiaryi) all Purchaser Indemnified Parties from Taxes (or the non-payment thereof) of the Company Group for all Pre-Closing Tax Periods and against any and for all Damages suffered or incurred by any Straddle Periods, the portion through the end 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract as determined pursuant to Section 10.1(d), (xii) Purchaser's all Taxes imposed on the Company or any Subsidiary as a result of being a member of an Affiliated Group of which the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and Company (yor any predecessor thereof) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, and (iiiii) such exemption from Tax is dependent upon receipt any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Company Group as a properly executed Exemption Certificate; providedtransferee or successor, that in no by contract or pursuant to any law, rule or regulation, which Taxes relate to an event shall Seller or transaction occurring before the Closing, and (iv) the employer portion of any Assigning Subsidiary be and all employment and payroll Taxes imposed on the Company Group with respect to compensatory payments required to indemnify Purchaser be made in connection with the transactions contemplated hereby, excluding, with respect to any such item, the amount (if any) of such item that was taken into account in Indebtedness or Transaction Expense as finally determined pursuant to Section 2.3. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s obligations under this Section 5.4(e)(A10.1(c) shall survive until the earlier of thirty (30) days after the expiration of the applicable statute of limitations applicable to such Tax matter under applicable Tax law and the seventh (7th) anniversary of the Closing Date. (ii) Notwithstanding anything to the extent such Damage arises out of a change in law after contrary herein, the Closing Date affecting Purchaser's Seller shall have no obligation to collect such Tax; (B) indemnify 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable Buyer Party pursuant to Section 2.5 10.1(c)(i) for any Loss resulting from or arising from (i) any Tax included in the Final Indebtedness, Final Transaction Expenses, or Final Working Capital, including as any Tax liabilities, as finally determined pursuant to Section 2.3(c) of this Agreement; (ii) Taxes resulting from an actual or deemed election under Section 338 or Section 5.3(c336 of the Code (or any corresponding or similar election under state, local or foreign Tax law) hereofwith respect to the transactions pursuant to this Agreement; and (Eiii) any Taxes asserted against Purchaser attributable to an action taken by Buyer or any of its Affiliates (including any member of the Company Group) outside the Ordinary Course of Business and not contemplated by operation this Agreement on the Closing Date following the Closing; (iv) Taxes with respect to any Tax Period beginning on the day after the Closing Date or with respect to the portion of lawany Straddle Period beginning on the day after the Closing Date (determined under the principles of Section 10.1(c)(ii)) attributable to a breach of a Tax Representation other than a breach of any of the Tax Representations set forth in clauses (ix), statute(xii), common law (xv), and (xvii) (solely as such clause (xvii) relates to “listed transactions” within the meaning of Section 6707A(c)(2) of the Code) of Section 4.10; or otherwise or under successor liability or similar theories that would impose liability on Purchaser as (v) Taxes attributable to a result breach by Buyer of any of its purchase obligations under Section 10.1(g) of the Purchased Assets pursuant heretothis Agreement.

Tax Indemnification. (a) From and after Closing, Seller shall indemnify and hold harmlesspay or cause to be paid, shall be liable for, and shall cause each Assigning Subsidiary to indemnify indemnify, defend and hold Buyer and its Affiliates (including, after the Closing Date, the Companies and their Subsidiaries) harmless (on a several basis, and solely to the 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 fromagainst, arising out of, based on or relating to: without duplication (Ai) any and all sales, use Excluded Taxes (other than Taxes arising from or other similar Taxes required to be collected in respect connection with any action taken or transaction undertaken by Buyer or any of any Purchased Financing Contract during its Affiliates (including the 12 months following Companies and their Subsidiaries) on the Closing Date if (i) such Tax but after the Closing, that is not being collected by Purchaser or the applicable Purchaser Affiliate in respect outside of the Financing Contract Ordinary Course of Business and not contemplated by this Agreement), other than any such Taxes that are included as a liability in the determination of Final Net Working Capital pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing DateSection 1.6, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; providedall third-party out-of-pocket costs and expenses, that in no event shall Seller including reasonable legal, accounting, appraisal, consulting or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) similar fees, actually incurred relating to the extent foregoing (including such Damage arises out 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 change in law breach of an Indemnified Tax Representations, Buyer and its Affiliates (including, after the Closing Date affecting Purchaser's obligation Date, the Companies and their Subsidiaries) shall not be entitled to collect such Tax;be indemnified or otherwise reimbursed for any Taxes based on any breach of any representation or warranty in Section 2.16 other than the Indemnified Tax Representations. (Bb) 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 liability for sales, use and all Taxes of the Companies and their Subsidiaries that are not Excluded Taxes; (ii) Taxes arising from or other similar Taxes assessed in respect of connection with 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 action taken by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 Buyer or any of its Affiliates (including any transaction undertaken by operation the Companies and their Subsidiaries) on the Closing Date but after the Closing that is outside of lawthe Ordinary Course of Business; (iii) any Taxes arising from or in connection with the breach by Buyer or 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, statuteincluding reasonable legal, common law or otherwise or under successor liability accounting, appraisal, consulting or similar theories that would impose liability 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 Purchaser as a result of its purchase of the Purchased Assets pursuant heretoindemnifying party and (ii) five (5) days prior to the date on which the underlying amount is required to be paid by the indemnified party.

Tax Indemnification. Seller shall indemnify the Company, its Subsidiaries, Buyer, and each Buyer Party and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any (i) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all Damages suffered or incurred by any of them resulting from, arising out of, based Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), but excluding for purposes of this clause (i) any Taxes described in clause (ii) below, (ii) any 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 relating to: to the Excluded Businesses, (Aiii) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during 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 12 months following Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i), (ii), (iii) and (iv) above, the Seller shall be liable only to the extent that such Taxes are 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 face of the Closing Date if Statement and taken into account in determining the Purchase Price; and provided further that Seller shall not have any liability under clauses (i) such Tax is not being collected by Purchaser or and (iv) above unless the applicable Purchaser Affiliate in respect sum of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax aggregate amount of all Taxes described in clauses (i) and (iv) above and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior aggregate of all Losses with respect to the Closing Date, representations and warranties in Section 5.22 (iiTax Matters) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required pursuant to indemnify Purchaser under this Section 5.4(e)(A8.2(a) to the extent such Damage arises out of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes 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 Assigning Subsidiaries $50,000 deductible amount. Seller shall reimburse Buyer for any Taxes which are liable the responsibility of Seller pursuant to this Section 2.5 8.11 (a) within fifteen (15) business days after payment of such Taxes by Buyer, the Company, 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoSubsidiaries.

Tax Indemnification. If the Closing occurs, each Offshore Seller, solely with respect to the 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 and hold harmlessindemnify, and shall cause each Assigning Subsidiary to indemnify defend, and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Buyer Indemnified Parties (as defined in Section 8.2) from and against any and all Damages Losses (as defined in Section 8.2) asserted against or suffered or incurred by any of them Buyer Indemnified Party relating to, resulting from, or arising out of, based on or relating to: (Ai) any and all sales, use Taxes imposed on the Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I for any Pre-Closing Period or other similar Taxes required to be collected in respect the portion of any Purchased Financing Contract during the 12 months following Straddle Period that ends on the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract as determined pursuant to Section 7.4); (xii) Purchaser's any Taxes imposed on the Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I under Treasury Regulations Section 1.1502-6 (or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (yany corresponding provision of state, local or foreign law) Seller's as a result of being a member of any federal, state, local, or the applicable Assigning Subsidiary's reliance on such exemption for periods foreign consolidated, unitary, combined, or similar group on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and (Eiii) any Taxes asserted against Purchaser 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 any of its Affiliates successor by operation of lawapplicable Law, statute, common law Contract or otherwise or under successor liability (excluding any lease, loan, or similar theories that would impose commercial agreement the principal purpose of which is unrelated to Taxes), where the liability of such Blocker Corporation for such Taxes is attributable to a transaction occurring on Purchaser as a result or before the Closing Date other than any transaction occurring on the Closing Date after the Closing has occurred. For the avoidance of its purchase doubt, no Offshore Seller shall have any indemnification obligation under this Section 7.3(e) for any Losses relating to, resulting from, or arising out of any Taxes imposed on any Blocker Corporation other than the Purchased Assets pursuant hereto.Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I.

Tax Indemnification. Seller (a) Each Shareholder shall indemnify the 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 harmlessthem harmless from and against, any loss, claim, liability, expense or other damage attributable to (i) all Taxes (or the non-payment thereof) of the Company and any Company Subsidiary for all Tax periods ending on or before (and including) the Closing Date and the portion through the end of the Closing Date of any Tax period that includes (but does not end on) the Closing Date (the "Pre-Closing Tax Period"), and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the 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: (Aii) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during person imposed on the 12 months following Company or any of the Company Subsidiary as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i) and (ii) above, the Shareholder shall be liable only to the extent that such Taxes 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 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 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 if (ia "Straddle Period"), the amount of any Taxes based on or 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 books 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 such purpose, the Tax 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 of the Company and the Company Subsidiaries for a Straddle Period 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 not being collected by Purchaser or the applicable Purchaser Affiliate number of days in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance Tax period ending on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to including the Closing Date, and (ii) the denominator of which is the number of days in such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.Straddle Period. ARTICLE V

Tax Indemnification. (a) From and after the Closing and subject to the applicable limitations contained in Article XII and this Article XIII, the Seller shall will without duplication, indemnify the Parent Indemnified Parties and hold the Parent Indemnified Parties harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the fullest extent permitted by applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting Law, from, arising out of, based on or relating to: (A) any against and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during Damages to the 12 months following extent actually incurred by the Parent Indemnified Parties and arising out of or as a result of any of the following: (i) Taxes of the Company or its Subsidiaries for periods or portions thereof ending on or before the Closing Date if (i“Pre-Closing Taxes”); (ii) such Taxes imposed on a Parent Indemnified Party as a result of any breach of, or inaccuracy in, any representation or warranty set forth in Section 4.5; (iii) Taxes or other payments required to be paid after the date hereof by the Company or any of its Subsidiaries to any party under any Tax is not Sharing Agreement or by reason of being collected by Purchaser a successor-in-interest or transferee of another entity; or (iv) any breach of or failure to perform a covenant or agreement of Seller or the Company set forth in Section 7.5 or Section 7.10. (b) From and after the Closing, Parent will, without duplication, indemnify the Seller Indemnified Parties and hold the Seller Indemnified Parties harmless, to the fullest extent permitted by applicable Purchaser Affiliate Law, from, against and in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) Damages to the extent such Damage arises actually incurred by the Seller Indemnified Parties and arising out of a change in law the Taxes of the Company or its Subsidiaries for periods or portions thereof beginning after the Closing Date affecting Purchaser's obligation to collect such Tax;other than amounts for which a Parent Indemnified Party is indemnified under Section 13.1(a). (Bc) any liability for salesFor the avoidance of doubt, 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 12.2(f), Seller’s obligation to indemnify for Taxes pursuant to Sections 13.1(a)(i) through (iii) shall not apply to Taxes that are included as current liabilities in the determination of Net Working Capital. Furthermore, notwithstanding anything to the contrary in this Agreement, for purposes of determining Damages actually incurred by the Parent Indemnified Parties pursuant to this Article XIII, the loss of any Tax asset or Section 5.3(c) hereof; and Tax attribute (E) or for the avoidance of doubt, any Taxes asserted against Purchaser or any of its Affiliates increased Tax Liability incurred by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser Parent as a result of its purchase the loss of the Purchased Assets pursuant heretosuch Tax assets or Tax attributes) shall not be treated as Damages.

Tax Indemnification. Seller (a) From and after the Closing Date, the Stockholders shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Buyer Indemnified Parties Persons from and against any Taxes imposed on, and all Damages suffered or any costs and expenses (including reasonable attorneys' and accountants' fees and expenses) incurred by 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 Purchased Financing Contract during the 12 months following the Closing Date if Buyer Indemnified Person (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in with respect to Taxes of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax Company and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption its Subsidiaries for periods any taxable period ending on or prior to the Closing Date (a "Pre-Closing Period") (except with respect to Taxes actually withheld or collected from employee wages and in the Company's possession pending payment to a Governmental Authority as of the Closing Date as set forth on Schedule 9.01(a), an estimate of which is provided in the Disclosure Schedule to be updated at the Closing) (with no duplication for amounts previously paid to the Buyer under Section 2.15); (ii) with respect to Taxes of the Company and its Subsidiaries for any taxable period beginning before the Closing Date and ending after the Closing Date (a "Straddle Period") (except with respect to Taxes actually withheld or collected from employee wages and in the Company's possession pending payment to a Governmental Authority as of the Closing Date as set forth on Schedule 9.01(a), an estimate of which is provided in the Disclosure Schedule to be updated at the Closing), but only with respect to the portion of such Straddle Period ending on and including the Closing Date and in the manner provided in Section 9.01(b) hereof (such portion, a "Pre-Closing Straddle Period") (with no duplication for amounts previously paid to the Buyer under Section 2.15); (iii) with respect to Transfer Taxes as described in Section 9.03; and (iv) as a result of any breach or inaccuracy in any representation contained in Section 3.10 of this Agreement (which, for avoidance of doubt, shall survive for 30 months after the Closing) or any covenant set forth in this Article IX. The indemnification obligation of the Stockholders pursuant to this Section 9.01(a) shall be several, and not joint, in proportion to their respective percentage interests in the Escrow Account as set forth on Schedule 8.03(b) hereto. (b) For purposes of calculating any Taxes which relate to a Straddle Period, the Closing Date shall be treated as the last day of a taxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on and include the Closing Date: (i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale, transfer, assignment or distribution of property (real or personal, tangible or intangible), shall be deemed equal to the amount which would be payable if the period for which such Tax is assessed ended on and included the Closing Date, and (ii) such exemption from Tax is dependent upon receipt in the case of a properly executed Exemption Certificate; providedTaxes other than Taxes described in clause (i) hereof and exemptions, allowances or deductions that are calculated on an annual basis shall be prorated on the basis of the number of days in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) the annual period elapsed through and including the Closing Date as compared to the extent such Damage arises out number of a change days in law the annual period after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. (i) 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 extent applicable to the Assigning Subsidiary) all Purchaser Buyer Indemnified Parties from and against any and all Damages Losses incurred, sustained, suffered or incurred paid by such Buyer Indemnified Party arising out of or as a result of: (A)(1) Taxes of the 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 them resulting fromits 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 Section 338(g) Elections, (b) actions taken at the direction of Seller or (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 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, based on or relating to: : (A) Taxes of the Purchased Entities for all Post-Closing Tax Periods, (B) Taxes imposed on the Purchased Assets for any and all salesPost-Closing Tax Period, use (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 other similar any of its Affiliates after the Closing but on the Closing Date, except to the extent such action was expressly contemplated by this Agreement (including actions taken at the direction of Seller) or required by applicable Law (without a reasonable alternative), (F) Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate Restricted Assets, Restricted Split Interests and Split Interests as described in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax Section 2.6 and (yG) Seller's any 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 applicable Assigning Subsidiary's reliance on such exemption same specific amount of Taxes or Losses more than one time. Notwithstanding any other provision of this Agreement and for periods on the avoidance of doubt, the limitations in Section 9.2 shall not apply to this Section 6.8(a)(ii) (other than as expressly provided in Section 9.2(c)). (iii) To the extent reasonably practicable (or as otherwise reasonably agreed), Seller and Buyer shall or shall cause the tax year of each Purchased Entity (including by making elections with any relevant Taxing Authority) that begins before but has not closed prior to the Closing DateDate to close (x) first, on the end of the day on the Closing Date to the extent permitted by applicable Law or (y) second, on the end of the day immediately preceding the Closing Date to the extent permitted by applicable Law. In the case of any Taxes where an applicable Straddle Period is not or cannot be closed pursuant to this Section 6.8(a)(iii), the amount of Taxes allocable to 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 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 exemption from 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 to such time. With respect to any Purchased Entity or Purchased Minority Interest that is a flow through entity for Tax is dependent upon receipt purposes or a “controlled foreign corporation” (as defined under the Code), Pre-Closing Taxes shall include any Taxes on the allocable income of a properly executed Exemption Certificate; providedsuch 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, that based on an interim closing of the books method. (iv) Notwithstanding anything to the contrary herein, in no event shall Seller will Buyer or any Assigning Subsidiary Affiliate of Buyer be required to indemnify Purchaser under this Section 5.4(e)(A) any Seller Indemnified Party for any Taxes to the extent such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation current asset attributable 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; (Cas prepaid Taxes) any claim by any Person was included in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretoFinal Closing Net Working Capital.

Tax Indemnification. Seller (a) From and after the Closing, the Sellers shall indemnify indemnify, defend and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the fullest extent permitted by applicable to Law, the Assigning Subsidiary) all Purchaser Purchasers and their 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 against and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if and all Losses (including, in each case, any related interest, penalties, reasonable attorney’s fees and other out-of-pocket expenses, as and when incurred) based upon, arising out of or incurred as a result of (i) such any Taxes and any withholding obligations with respect to the sale of the Purchased Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to a Seller or an Employee Seller or (y) the failure by any Seller or Employee Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, (ii) any Tax is not being collected by Purchaser demand outstanding (disputed or the applicable Purchaser Affiliate otherwise) or arising in respect of any Tax claim with regard to any Seller, (iii) any Taxes and any withholding obligations with respect to the Financing Contract pursuant to (x) Purchaser's or Company and the applicable Purchaser Affiliate's reliance on an applicable exemption from such MAA Business for all Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for years orthe periods on or prior to the Closing Dateas prescribed by the statute of limitations, or (iv) without limiting clause (iii) above, any Tax liability incurred by or claim made upon the Company for all Tax years orthe periods prior to the Closing as prescribed by the statute of limitations with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax liability arising out of any transactions of the Company or any VAT liability on account of any licensing or procurement of content or any other business activity of the Company, and (ii) such exemption from any service Tax is dependent upon receipt liability on account of a properly executed Exemption Certificate; providedany business transactions whatsoever. Notwithstanding the foregoing, that in no event the Sellers shall Seller or any Assigning Subsidiary not 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 Purchasers and/or the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed Indemnified Parties in respect of any Purchased Financing Contract outstanding Losses as set out in items (iii) or (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable law; provided however that the Sellers shall be liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. (b) Without prejudice to the foregoing, from and after the Cut-Off Date where such Taxes were erroneously paid at Closing, the inception of such Purchased Financing Contract; (C) any claim Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by any Person applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of salesany and all Losses based upon, use arising out of or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date as prescribed by the statute of limitations and/or declaring its purchase intention to treat the transfer of any or all of the Purchased Assets Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”): (i) To the extent in their possession, the Purchasers shall provide the Sellers with a copy of the Tax Notice promptly upon the receipt thereof. (ii) the Sellers shall, within the earlier of 15 (fifteen) days after receipt of a copy of the Tax Notice or such time period as may be stipulated in the Tax Notice (including any extension of time duly obtained), elect to make payment of all amounts claimed under the Tax Notice or to contest the Tax Notice before the relevant Governmental Authority. In case the Sellers elect to make the payment or fail to elect within the period specified in the Tax Notice, the Sellers shall forthwith and within the time specified in the Tax Notice, in co-ordination with the Purchasers and the Company, make such payments such that the Tax Notice is disposed off and/or settled and the Purchasers and Company suffer no Loss on account of the same. In case Sellers elect to contest the demands made under the Tax Notice, they shall provide to the Purchasers the Sellers’ objection to be filed against the Tax Notice. The process of responding to (including to contest the demand thereunder) the Tax Notice shall be carried out by the Purchasers, and the Sellers shall cooperate with the Purchasers; for the avoidance of doubt, the Purchasers shall be entitled to make any payments demanded under the Tax Notice at the time required. (iii) In case the Sellers fail to receive a favorable, non- appealable order from a Governmental Authority, the Sellers shall promptly pay the amounts demanded pursuant heretoto the Tax Notice to the concerned Governmental Authority, which payment shall be made in any event at least 5 (five) days prior to the last date on which such amounts are required to be deposited with the Governmental Authority, or to the Company or the applicable Indemnified Party if the Company or the applicable Indemnified Party has already paid such amount. In this regard, the Sellers hereby agree and confirm that they shall preserve their cash flows and maintain sufficient liquidity to discharge any potential liability arising out of a Tax Notice. (c) Nothing contained in this Section 9.3 shall be construed to limit the Sellers’ obligation to indemnify, defend and hold harmless the Purchasers and/or the Indemnified Parties from any Losses arising, directly or indirectly, from or in connection with the results from any attachment of, or charge against, or other liability whatsoever attaching to the Purchased Shares, under Section 281(1) of the Income Tax Act, 1961 or any other applicable provision in respect of any outstanding Tax claim arising out of pending proceedings on the date of or pursuant to the sale of the Purchased Shares by the Sellers, under this Agreement.

Tax Indemnification. Seller (a) Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall indemnify and hold harmlessbe responsible for, shall pay or cause to be paid, and shall cause each Assigning Subsidiary to indemnify indemnify, defend and hold harmless (on a several basisthe Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, and solely to the extent applicable to that such Taxes have not been paid as of the Assigning SubsidiaryClosing Date: (i) all Purchaser Indemnified Parties from and against Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any and all Damages suffered taxable year or incurred by any of them resulting from, arising out of, based period ending on or relating to: before the Closing Date; (Aii) any and all sales, use with respect to taxable years or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following periods beginning before the Closing Date if (i) such Tax is not being collected by Purchaser and ending after the Closing Date, all Taxes imposed on the Companies or the applicable Purchaser Affiliate in respect Buyer as a result of the Financing Contract pursuant operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (xan “Interim Period”) Purchaser's (Interim Periods and any taxable years or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies or any of their respective Subsidiaries files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing (whether or not written) with respect to a Pre-Closing Period. (b) For purposes of this Section 11.1, in order to apportion appropriately any Taxes relating to any 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 the taxable year or period of the Companies. In any 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 case, the portion of any Taxes that are allocable to the portion of the Interim Period ending on the Closing Date shall be: (i) in the 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 exemption from 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 notice by the Buyer or a Company to ASC that a Company is dependent upon receipt of a properly executed Exemption Certificaterequired to pay such amounts to the appropriate Tax authority; provided, however, that in no event the Tax Indemnifying Party shall Seller or any Assigning Subsidiary not be required to indemnify Purchaser under this Section 5.4(e)(Amake any payment to Buyer or a Company hereunder earlier than five (5) Business Days before it is due to the extent such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax;appropriate Tax authority. (Bd) All matters relating in any liability manner to Tax indemnification obligations and payments shall be governed exclusively by this Article XI except for salesprovisions regarding notice of claims, 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 which shall be governed by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto10.5.

Tax Indemnification. (a) From and after the Closing, each of the Sellers, Other Seller Parties and Trust Beneficiaries, severally and not jointly, based on its respective Pro Rata Share, shall indemnify indemnify, defend and hold harmlessthe Buyer, its Affiliates, and shall cause each Assigning Subsidiary to indemnify and hold after the Closing, the Acquired Companies, harmless (on a several basisagainst, and solely reimburse the Buyer for, the following: (i) any Taxes in respect of any Acquired Company for taxable periods ending on or before the Closing Date or allocable to the extent applicable portion of the Straddle Period (as defined below) ending on the Closing Date (determined pursuant to Section 6.9(b)) (the Assigning Subsidiary“Pre-Closing Taxes”), (ii) all Purchaser Indemnified Parties from and against any and all Taxes imposed on any Acquired Company under Treasury Regulation Section 1.1502-6(a) (or under any similar provision of law) for taxable years of any Acquired Company ending on or before the Closing Date, (iii) any Damages suffered or incurred by any of them resulting from, arising out of, based on of or relating to: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 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. (Ab) any and all sales, use or other similar Taxes required to be collected in respect In the case of any Purchased Financing Contract during the 12 months following taxable period that includes but does not end on the Closing Date if (a “Straddle Period”), the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be (i) in the case of Taxes imposed on a periodic basis (such Tax as real or personal property Taxes), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is not being collected by Purchaser or the applicable Purchaser Affiliate number of calendar days in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance Straddle Period ending on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to including the Closing DateDate 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 exemption from 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 is dependent upon receipt 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 a properly executed Exemption Certificatethe applicable statute of limitations applicable under Tax Law plus sixty days; provided, however, that in no event shall Seller or any Assigning Subsidiary be required the right to indemnify Purchaser under this Section 5.4(e)(A) indemnification with respect to the extent such Damage arises out claims of a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or which notice was given prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase expiration of the Purchased Assets pursuant heretoapplicable survival period (determined as aforesaid) shall, 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. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, New Seller Subsidiary shall (without duplication with respect to any other payment made pursuant to this Agreement), and Seller shall cause New Seller Subsidiary to (or shall on behalf of New Seller Subsidiary), indemnify each Purchaser Indemnitee against, and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely from any Losses to the extent applicable arising or resulting, directly or indirectly, from, without duplication: (i) all Taxes resulting from any breach of any covenant or agreement relating to Taxes contained in Section 5.07 made or to be performed by Seller or any of its Affiliates (including the Group Companies solely with respect to periods prior to the Assigning SubsidiaryClosing); (ii) all Purchaser Indemnified Parties from and against Taxes (as a result of Treasury Regulation Section 1.1502-6 or any comparable provision of any applicable state, local or non-U.S. Tax Law) of any Person (other than any Group Company) for which any Group Company becomes liable as a result of being or having been at any time before Closing, part of a Seller Consolidated Group and all Damages suffered Taxes of any Person (other than any Group Company) for which any Group Company becomes liable as a transferee or incurred successor, by any of them resulting from, arising out of, based on or relating to: Contract (other than (A) any and commercial Contracts entered into in the Ordinary Course a principal purpose of which is not the sharing, allocation or indemnification of or with respect to Taxes, refunds of Taxes or the utilization of Tax assets, or (B) any Contracts solely among Group Companies) or pursuant to any Law, which Taxes relate to an event occurring before, Contract entered into, or transaction occurring before the Closing; (iii) all sales, use or other similar Transfer Taxes required allocated to be collected in respect New Seller Subsidiary pursuant to Section 5.07(g); (iv) all Taxes of any Purchased Financing Contract during Group Company or relating to any Transferred Asset for any Pre-Closing Tax Period (taking into account the 12 months following Pre-Closing Restructuring and the Pre-Closing Date if Reorganization); (iv) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect all Taxes of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning of its Affiliates (other than the Group Companies); (vi) all Taxes relating to any Excluded Asset or Excluded Liability; and (vii) any failure of Seller or New Seller Subsidiary to reimburse Purchaser for excess Purchaser CODI Taxes or Post-Closing Tax Sharing Payment Amount paid by Purchaser, in each case as required of either of them under Section 5.07(c) or Section 5.07(m). provided that, notwithstanding anything to the contrary in this Agreement, neither Seller nor New Seller Subsidiary shall be required to indemnify Purchaser liable under this Section 5.4(e)(A8.03 for any such Losses (A) to the extent such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; they result from any Purchaser Tax Act, (B) any liability for salesthat are with respect to Purchaser CODI Taxes, 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 any Person in that are with respect of sales, use or other similar Tax to Taxes with respect to which New Seller Subsidiary has already paid on or prior Purchaser pursuant to the Cut-Off Date; last sentence of Section 5.07(a)(ii) or Section 5.07(a)(iii), or (D) that are with respect to Taxes that gave rise to any Post-Closing Tax Sharing Payment Amount, other than to the extent of the amount of any Loss under clause (vii) above as relates to the Post-Closing Tax Sharing Payment Amount reimbursement and other than any Loss arising solely as a result of the failure of Seller or its Affiliates to pay Taxes for which equal to such Post-Closing Tax Sharing Payment Amount to the applicable Taxing Authority. (b) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify New Seller Subsidiary, Seller and its Affiliates against, and hold them harmless from any Losses to the Assigning Subsidiaries are liable pursuant to Section 2.5 extent arising or Section 5.3(c) hereof; andresulting, directly or indirectly, from, without duplication: (Ei) all Taxes resulting from any breach of any covenant or agreement relating to Taxes asserted against contained in Section 5.07 made or to be performed by Purchaser or any of its Affiliates (including the Group Companies solely with respect to periods after the Closing); (ii) all Taxes resulting from any Purchaser Tax Act; (iii) all Transfer Taxes allocated to Purchaser pursuant to Section 5.07(a); and (iv) any failure of Purchaser to make a payment as and when required by operation Section 5.07 in respect of lawany (x) Purchaser CODI Taxes (excluding an amount of Purchaser CODI Taxes already paid to, statuteand not reimbursed or repaid by, common law New Seller Subsidiary pursuant to Section 5.07(c)), (y) Tax Refunds pursuant to Section 5.07(l) or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets (z) Post-Closing Tax Sharing Payment Amount pursuant heretoto Section 5.07(m).

Tax Indemnification. Except as otherwise provided herein, Seller shall indemnify the Company and Purchaser and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and loss, claim, liability, expense, or other damage attributable to (i) all Damages suffered Taxes (or incurred by any the non-payment thereof) of them resulting from, arising out of, based the Company or for which the Company is liable for all taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion though the end of the Financing Contract Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), including any Corporate Tax Liability Amount in excess of any Corporate Tax Liability Amount set off against the Holdback Amount pursuant to this Agreement, (xii) Purchaser's all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and Company (yor any predecessor of any of the foregoing) Seller's is or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar Law, and (iii) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided however, that in the case of clauses (i), (ii) and (iii) above, Seller shall not be liable to the extent that such exemption from Taxes are paid before the Closing and do not exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and income Tax is dependent upon receipt income) on the Closing Balance Sheet as finalized (rather than in any notes thereto) and taken into account in determining any adjustment to the Purchase Price pursuant to Section 1.4 or Section 1.6. Seller shall reimburse Purchaser for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.11(b) within fifteen (15) Business Days after written demand therefor and payment of such Taxes by Purchaser or the Company. In the case of any claim for Tax indemnification for Taxes determined to be payable by the Company or a properly executed Exemption Certificate; providedsuccessor thereto, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser the indemnity obligation under this Section 5.4(e)(A) 6.11 shall be interpreted as running from Seller to the extent such Damage arises out of Company and, if it cannot be so characterized, it shall be considered to be a change in law after the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 Purchase Price adjustment under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretothis Agreement.

Tax Indemnification. Seller shall indemnify (a) The ▇▇▇▇▇▇▇▇▇▇▇ Entities hereby agree to be liable for and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Schlumberger Indemnified Parties and the Company Indemnified Parties harmless from and against any and all Damages suffered Losses and Expenses in respect of (i) all Taxes relating to the ▇▇▇▇▇▇▇▇▇▇▇ Business or incurred by the ▇▇▇▇▇▇▇▇▇▇▇ Contributed Assets with respect to any of them resulting fromTaxable period, arising out ofor portion thereof, based ending on or relating to: before the Closing Date; (Aii) all Taxes of the ▇▇▇▇▇▇▇▇▇▇▇ Entities or any member of a consolidated, combined or unitary group of which either of the ▇▇▇▇▇▇▇▇▇▇▇ Entities is or was a member, pursuant to Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iii) any Transfer Taxes allocated to the ▇▇▇▇▇▇▇▇▇▇▇ Entities pursuant to Section 7.12(c); (iv) any failure by either of the ▇▇▇▇▇▇▇▇▇▇▇ Entities to timely pay any and all sales, use Taxes or other similar Transfer Taxes required to be collected borne by the ▇▇▇▇▇▇▇▇▇▇▇ Entities pursuant to this Agreement; and (v) any ▇▇▇▇▇▇▇▇▇▇▇ Successor Taxes. Notwithstanding anything to the contrary contained in this Agreement, the Weatherford Entities shall not indemnify nor hold the Schlumberger Indemnified Parties or the Company Indemnified Parties harmless from and against any Losses or Expenses in respect of Taxes relating to the ▇▇▇▇▇▇▇▇▇▇▇ Business or the Weatherford Contributed Assets with respect to any Purchased Financing Contract during the 12 months following Taxable period, or portion thereof, beginning after the Closing Date if Date. (b) The Schlumberger Entities hereby agree to be liable for and to indemnify and hold the Weatherford Indemnified Parties and the Company Indemnified Parties harmless from and against any and all Losses and Expenses in respect of (i) such Tax is not being collected by Purchaser all Taxes relating to the Schlumberger Business or the applicable Purchaser Affiliate Schlumberger Contributed Assets with respect to any Taxable period, or portion thereof, ending on or before the Closing Date; (ii) all Taxes of the Schlumberger Entities or any member of a consolidated, combined or unitary group of which either of the Schlumberger Entities is or was a member, pursuant to Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iii) any Transfer Taxes allocated to the Schlumberger Entities pursuant to Section 7.12(c); (iv) any failure by either of the Schlumberger Entities to timely pay any and all Taxes or Transfer Taxes required to be borne by the Schlumberger Entities pursuant to this Agreement; and (v) any Schlumberger Successor Taxes. Notwithstanding anything to the contrary contained in this Agreement, the Schlumberger Entities shall not indemnify nor hold the Weatherford Indemnified Parties or the Company Indemnified Parties harmless from and against any Losses or Expenses in respect of Taxes relating to the Financing Contract pursuant to (x) Purchaser's Schlumberger Business or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax Schlumberger Contributed Assets with respect to any Taxable period, or portion thereof, beginning after the Closing Date. (c) For purposes of this Section 9.5 and clause (ye) Seller's or of the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to definition of Excluded Liabilities, in the case of a taxable period that includes the Closing Date, Taxes shall be allocated to the periods before and after the Closing Date as follows: (i) in the case of Taxes such as property taxes, such Taxes shall be allocated to periods before and after the Closing Date on a per diem basis and (ii) in the case of Taxes based on net or gross income, or transactional taxes such exemption from Tax is dependent upon receipt as sales taxes, the portion of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) such Taxes allocable to the extent such Damage arises out of a change in law after period before the Closing Date 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 shall be computed on the Cut-Off Date where such Taxes were erroneously paid at assumption that the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid taxable period ended on or prior to the Cut-Off Closing Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. (a) Seller shall indemnify indemnify, defend and hold harmless, each Purchaser Indemnitee and shall cause each Assigning Subsidiary to indemnify and hold the Acquired Company harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered for: (i) Taxes of or incurred imposed upon the Acquired Company with respect to any Pre-Closing Periods, and for any Straddle Periods but only with respect to the portion of such Straddle Period ending on the Closing Date and as determined in the manner provided in Section 6.4 of this Agreement; (ii) Taxes imposed on the Acquired Company under Treas. Reg. Section 1.1502-6 (and corresponding provisions of state, local, or foreign Law) as a result of having been a member of any federal, state, local or foreign consolidated, unitary, combined or similar group for any taxable period ending on or before, or that includes, the Closing Date, or as a transferee or successor, pursuant to any tax indemnification or sharing agreement, or similar contract or arrangement, or otherwise; (iii) any breach by Seller or its Affiliates of any of them resulting from, arising out of, based the covenants and obligations contained in Section 6.4 of this Agreement; (iv) the breach or inaccuracy of the representations and warranties set forth in Section 3.12 of this Agreement; and (v) Taxes imposed on or relating to:related or attributable to the Excluded Assets or the Reorganization. (Ab) Purchaser shall indemnify, defend and hold each Seller Indemnitee harmless from and against any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if Damages for: (i) such Tax is not being collected by Purchaser Taxes of or imposed upon the applicable Purchaser Affiliate in Acquired Company with respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to any taxable period beginning after the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or for any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) Straddle Period but only with respect to the extent portion of such Damage arises out of a change in law Straddle Period beginning after the Closing Date affecting Purchaser's obligation to collect such Tax;and as determined in the manner provided in Section 6.4 of this Agreement; and (ii) any breach by Purchaser of any of the covenants and obligations contained in Sections 6.4(d) and (e) of this Agreement. (Bc) any liability for sales, use or other similar Taxes assessed in respect The amount 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for which Seller and indemnification is provided under this Section 7.8 shall not be (A) increased to take account of any net Tax cost incurred by the Assigning Subsidiaries are liable Indemnitee arising from the receipt of indemnity payments hereunder or (B) reduced to take account of any net Tax benefit realized by the Indemnitee arising from the incurrence or payment of any such Taxes. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for United States federal income tax purposes. (d) Any indemnity payment required to be made pursuant to this Section 2.5 or Section 5.3(c7.8 shall be paid within 30 days after the Indemnitee makes written demand upon the Indemnifying Party, but in no case earlier than five (5) hereof; andBusiness Days prior to the date on which the relevant Taxes are required to be paid to the relevant Governmental Authority (including estimated Tax payments). (Ee) any Taxes asserted against Purchaser or any In no event shall the indemnities provided for in this Section 7.8 be subject to the provisions of its Affiliates by operation Section 7.4 of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretothis Agreement.

Tax Indemnification. Seller shall 12.2.1 Notwithstanding any other provision of this Agreement, Sellers hereby agree to indemnify Purchaser against and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold it harmless from (on a several basis, and solely to the extent applicable to the Assigning Subsidiaryi) all Purchaser Indemnified Parties from and against any and all Damages suffered liability for Taxes of the Company attributable to taxable years or incurred by any of them resulting from, arising out of, based periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if and, in the case of taxable years or periods beginning before and ending after the Closing Date, the portion of such years or periods ending at the close of business on the Closing Date (the "Pre-Closing Tax Period"), (ii) all liability whenever incurred for Taxes of Sellers, and (iii) any liability resulting from a failure of any of Sellers to fulfill their obligations under this Article XII. 12.2.2 Notwithstanding any other provision of this Agreement, Purchaser hereby agrees to indemnify Sellers and hold them harmless from (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect any liability for Taxes of the Financing Contract pursuant Company attributable to (x) Purchaser's any taxable periods or portions thereof commencing after the applicable Purchaser Affiliate's reliance on an applicable exemption from such Pre-Closing Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing DatePeriod, and (ii) such exemption any liability resulting from Tax is dependent upon receipt a failure of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required Purchaser to indemnify Purchaser fulfill its obligations under this Section 5.4(e)(A) to Article XII. 12.2.3 In addition to, and not in derogation of, the extent such Damage arises out of a change foregoing, in law after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect event that the amount of any Purchased Financing Contract after Carryforward is reduced from the Cut-Off Date where such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) amount set forth in Section 12.2 for any claim by any Person in respect of salesreason whatsoever, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 lawincluding, statutewithout limitation, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase a final determination of taxable income for taxable periods ending on or before the Closing Date, or as a result of any Adjustment (as defined in Section 12.10.3), Sellers hereby agree to indemnify Purchaser against and hold it harmless from any additional liability for Taxes that the Purchaser and/or the Company incurs as a result of the Purchased Assets pursuant heretoreduction of the amount of such Carryforward.

Tax Indemnification. Seller (a) Notwithstanding anything in this Agreement to the contrary, each of KREG and KHI shall indemnify KNHC, KDC and their Affiliates (including KOC) and hold harmlessthem harmless for, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and (i) all Damages suffered or incurred by any liability for all Taxes of them resulting from, arising out of, based KOC for all taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if and the portion ending on the Closing Date of any taxable period that includes (ibut does not end on) such Tax the Closing Date ("PRE-CLOSING TAX PERIOD"), including, without limitation, any liability for any Taxes imposed pursuant to Treasury Regulation SECTION 1.1502-6 as a result of being a member of the affiliated group, within the meaning of SECTION 1504 of the Code, of which KREG is not being collected by Purchaser or the applicable Purchaser Affiliate a member and liabilities for any Taxes imposed in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Datematters set forth in SCHEDULE 2.8, and (ii) such exemption from Tax assuming a valid, timely and effective election under Sections 338(g) and 338(h)(10) of the Code is dependent upon receipt made, as contemplated by SECTION 11.21 of a properly executed Exemption Certificate; providedthis Agreement (the "ELECTION"), that in no event shall Seller all liability for Taxes accruing on or 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 before the Closing Date affecting Purchaser's obligation to collect such Tax; which result from (A) the Election, (B) any liability for sales, use comparable elections under state 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; local tax laws and (C) any claim by deemed assets sales resulting from the Election in any Person jurisdictions, including jurisdictions in respect of sales, use or other similar which KOC files its Tax paid Returns on or prior to the Cut-Off Date; a separate company basis and (Diii) any liability for Taxes for which Seller and the Assigning Subsidiaries are liable pursuant attributable to Section 2.5 a breach by KREG or Section 5.3(c) hereof; and (E) any Taxes asserted against Purchaser or KHI of any of its obligations under this Agreement. (b) KDC shall indemnify KREG and its Affiliates by operation and hold them harmless for, from and against all liability for Taxes of lawKOC for any taxable period commencing after the Closing Date. (c) In the case of any taxable period that includes (but does not end on) the Closing Date ("Straddle Period"), statute, common law or otherwise or under successor liability or similar theories that would impose liability the Taxes of KOC for the Pre-Closing Tax Period shall be computed as if such taxable period ended on Purchaser as a result of its purchase of and included the Purchased Assets pursuant heretoClosing Date (and included any income from any deemed assets sale).

Tax Indemnification. Except for Transaction Taxes described in Section 9.7(a), Seller shall indemnify the Company, the Subsidiaries, Buyer, Surviving Corporation and each Buyer Affiliate and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any (1) all Taxes (or the non-payment thereof) of the Company and the Subsidiaries for all Damages suffered or incurred by any of them resulting from, arising out of, based taxable periods ending on or relating to: before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (Abut does not end on) the Closing Date and, with respect to U.S. federal income taxes, all taxable periods during which any Subsidiary was a member of the consolidated group that included Seller or Parent (“Pre-Closing Tax Period”) (including, for the avoidance of doubt, (a) any and all sales, use or other similar Income Taxes required to be collected in respect of any Purchased Financing Contract during member of an affiliated, consolidated, combined or unitary group of which the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect Company, any of the Financing Contract pursuant to Subsidiaries or any of the Contributing Companies (xor any predecessor of any of the foregoing) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (or any analogous or similar state, local, or foreign Law or regulation), and (iib) such exemption from Tax is dependent upon receipt any and all Taxes of a properly executed Exemption Certificate; provided, that in no event shall Seller any Person (other than the Company and the Subsidiaries) imposed on the Company or any Assigning Subsidiary be required of the Subsidiaries as a transferee or successor, by contract or pursuant to indemnify Purchaser under this Section 5.4(e)(Aany Law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing), and (2) Taxes, to the extent such Damage arises out not otherwise provided for in this Article IX, attributable to breach of a change representation set forth in law Section 3.4 and any and all Taxes arising from the Contribution Transaction. Buyer shall indemnify Seller, the Parent and each of their Affiliates and hold them harmless from and against all Transaction Taxes as described in Section 9.7(a) and all other Taxes of the Company, the Subsidiaries, Merger Sub and Surviving Corporation for all taxable periods and portions ending after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability other than 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any those Taxes for which Seller and the Assigning Subsidiaries a Straddle Period that are liable pursuant to for Seller’s account as determined under Section 2.5 or Section 5.3(c) 9.2 hereof; and (E) any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto).

Tax Indemnification. Seller (a) Notwithstanding anything in this Agreement to the contrary, except to the extent treated as an asset in the calculation of the Closing Net Working Capital, Buyer shall indemnify and hold harmlessindemnify, and shall cause each Assigning Subsidiary to indemnify defend and hold harmless (on a several basisSeller and its affiliates, and solely to at any time after the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties Closing, from and against any and all Damages suffered liability for Taxes of the Company or incurred by any of them resulting from, arising out of, based on Subsidiary (i) for any taxable year or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following period beginning after the Closing Date if and with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year or period beginning after the Closing Date (except for Taxes governed by Section 7.2 or 7.3) and (ii) Taxes paid by Seller for which Buyer is liable under Section 7.2. Notwithstanding the foregoing, Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against any liability for Taxes of the Company arising on the Closing Date (and after the Closing) that are attributable to activities of Buyer outside of the ordinary course of business. (b) Notwithstanding anything in this Agreement to the contrary, except to the extent treated as a liability in the calculation of the Closing Net Working Capital, Seller shall pay, indemnify, defend and hold harmless Buyer and its affiliates from and against any liability for (i) Taxes for any taxable year or period ending on or before 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 or period ending on or before the Closing Date, including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined, unitary or affiliated basis with respect to a group of corporations that includes or included the Company or any of its Subsidiaries, (ii) Taxes resulting from the Company or any of its Subsidiaries ceasing to be a member of the Seller's Group or attributable to the election to be made under Section 338(h)(10) of the Code and any state or foreign law equivalents, (iii) Taxes paid by Buyer for which Seller is liable under Section 7.2 and (iv) in the event that the Sales Tax Certificate Target is not being collected by Purchaser or the applicable Purchaser Affiliate in respect met as of the Financing Contract Closing Date, any Covered Sales Taxes; provided, however, that Seller shall be liable to indemnify Buyer for Non-Income Taxes only after the aggregate amount of all Buyer’s claims for indemnification for Non-Income Taxes for which Seller would otherwise be liable pursuant to this Section 7.7(b) ("Non-Income Tax Claims") exceeds $100,000 (the “Deductible”), and then only to the extent that such Non-Income Tax Claims exceed the Deductible. For purposes of the foregoing, (x) Purchaserthe "Sales Tax Certificate Target" shall be deemed to be met if, as of the Closing Date, the Company or a Subsidiary, as applicable, shall have valid Sales Tax Certificates from a sufficient number of its U.S. customers so that the Company's or sales to such customers shall have been at least 50% of the applicable Purchaser AffiliateCompany's reliance on an applicable exemption from such Tax and sales to all of its U.S. customers ending with the most recent twelve full months for which sales information is then available, (y) Seller's "Covered Sales Taxes" means any sales Taxes with respect to transactions occurring during the period beginning on the day after the Closing Date and ending at the end of the 180th day after the Closing Date, but only to the extent that any such sales Tax is attributable to a failure of the Company or a Subsidiary, as applicable, to possess a valid Sales Tax Exemption Certificate as of the Closing Date and assessed at any time after the Closing Date by the relevant state authority responsible for collecting sales Taxes, and (z) “Sales Tax Exemption Certificate” means any certificate or other documentation that would entitle the holder under applicable Assigning Subsidiary's reliance on such exemption for periods on or law to sell property without collecting sales Tax from the purchaser thereof in a transaction in which the holder would otherwise be required to collect sales Tax. Seller agrees that it shall cause the Company to use commercially reasonable efforts to meet the Sales Tax Certificate Target prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. Seller (a) The Sellers shall indemnify jointly and hold harmless, and shall cause each Assigning Subsidiary to severally indemnify and hold harmless the Buyers, each Business Subsidiary (on a several basisexcept that in the case of Thomson NETg Ltd (U.K.) the parties agree that any indemnification claim shall be made exclusively to SkillSoft PLC) and any successors thereto or Affiliates thereof in respect of and against (x) the failure to perform any covenant or agreement set forth in this Article VIII and (y) without duplication, and solely the following Taxes to the extent applicable such Taxes exceed the Tax Reserves (the "Excluded Taxes"): (i) any Taxes for any Taxable period ending (or deemed pursuant to the Assigning SubsidiarySection 8.3(b) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based to end) on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if due and payable by (ix) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate any Buyer in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and Business, (y) Seller's any Business Subsidiary or (z) any Seller (for the applicable Assigning Subsidiary's reliance on avoidance of doubt, Taxes for any Taxable period include any penalties, interest or additions thereto, whether or not accruing in such exemption for Taxable period or in any subsequent Taxable period including the periods on or prior to after the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (Dii) any Taxes for which any Business Subsidiary may be liable as a member of an affiliated, consolidated or unitary group on or before the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or under any comparable or similar provision of state, local or foreign laws, as a transferee or successor, or pursuant to any contractual obligation; (iii) any Conveyance Taxes, other than Irish stamp duty, arising in connection with the consummation of the transactions contemplated by this Agreement whether levied on any Buyer, any Seller, any Business Subsidiary or any other respective Affiliate, but only to the extent borne by any Buyer or any Business Subsidiary or any their respective Affiliates and only to the extent that such Conveyance Taxes may not be claimed back or recovered by the person bearing such Taxes or refunded thereto; (iv) any Taxes incurred by any Business Subsidiary arising out of the elimination of inter-company items as required by Section 4.10 hereof or resulting from the treatment of any deferred inter-company gain or any excess loss account under any provision of foreign Tax law corresponding or similar to the Treasury Regulations under Section 1502 of the Code in connection with the transactions contemplated by this Agreement; and (v) any and all liabilities, whether or not associated with a particular tax liability, arising with respect to Taxable periods ending (or deemed pursuant to Section 8.3(b) to end) on or before the Closing Date out of the failure of any Asset Seller or any Business Subsidiary to comply with the laws, regulations or other requirements of any Governmental Entity prior to the Closing Date including, without limitation, penalties imposed for failure to file required Tax Returns or maintain required records in connection with transfer pricing. (b) The Buyers shall indemnify and hold harmless the Assigning Subsidiaries 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, the following Taxes: (i) any and all Taxes due and payable by any Business Subsidiary for any taxable period beginning (or deemed pursuant to Section 8.3(b) to begin) after the Closing Date other than Taxes for which the Sellers are liable pursuant to Section 2.5 or Section 5.3(c8.2(a)(ii); (ii) hereofthe Tax Reserves; and (Eiii) any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase Irish stamp duty arising in connection with the consummation of the Purchased Assets pursuant heretotransactions contemplated by this Agreement. (c) The Buyers and Thomson France agree that neither the Buyers nor NETg S.A. (France) will be authorized to seek any indemnification from Thomson France in respect of the net operating losses incurred by NETg S.A. (France) on the tax periods closed on December 31, 2004 and December 31, 2005 and transferred to Thomson France in accordance with the rules applicable to French tax-consolidated groups.

Tax Indemnification. Seller shall Sellers shall, jointly and severally, except as otherwise set forth in Section 3.24, indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 8.01) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against (a) any loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.19; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in this ARTICLE VI; (c) any Loss attributable to any and all Damages suffered Taxes of or incurred by any of them resulting from, arising out of, based imposed on the Company or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect business of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Company for all Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods ending on or prior to the Closing Date, ; (d) any Loss attributable to any and (ii) such exemption from Tax is dependent upon receipt all Taxes of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) imposed on the Company or relating to the extent such Damage arises out business of a change in law after the Company for the portion of any Straddle Period that ends on the Closing Date affecting Purchaser's obligation to collect such Tax; (Bdetermined in accordance with the principles of Section 6.02); (e) any liability for sales, use or other similar Loss attributable to any and all Taxes assessed in respect of any Purchased Financing Contract after member of an affiliated, consolidated, combined, unitary or similar group of which the Cut-Off Date where such Taxes were erroneously paid at Company (or any predecessor of the inception of such Purchased Financing Contract; (CCompany) any claim by any Person in respect of sales, use is or other similar Tax paid was a member on or prior to the CutClosing Date by reason of a liability under Treasury Regulation Section 1.1502-Off Date; 6 or any comparable provisions of foreign, state, or local Law; (Df) any Loss attributable to any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability, by contract or otherwise, relating to an event or transaction occurring before the Closing; (g) any Loss attributable to any and all payroll or similar Taxes for which Seller all Tax periods (or portions thereof) ending on or before the Closing Date that are deferred under Section 2302 of the CARES Act, the President’s Memorandum of August 8, 2020 Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, IRS Notice 2020-65 or IRS Notice 2021-11 (or, in each case, any analogous provision of applicable state, local or foreign Law) until after the Closing Date; (g) any and the Assigning Subsidiaries are liable all Taxes withheld by Buyer pursuant to Section 2.5 or Section 5.3(c2.03. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) hereof; and (E) incurred in connection therewith, Sellers shall reimburse Buyer for any Taxes asserted against Purchaser or any of its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets Company that are the responsibility of Sellers, individually, (but jointly and severally if the responsibility of the Company) pursuant heretoto this Section 6.05 within ten business days after payment of such Taxes by Buyer or the Company (collectively, the Losses relating to Taxes referred to in this Section 6.05, the “Seller Taxes”).

Tax Indemnification. Seller The Sellers shall severally but not jointly indemnify the Buyer, the Company, and its Subsidiaries and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any (a) all Taxes (or the non-payment thereof) of the Sellers, the Company, and the Company's Subsidiaries for all Damages suffered or incurred by any of them resulting from, arising out of, based taxable periods ending on or relating to: before the Closing Date (Aa "Pre-Closing Tax Period") and the portion ending on the Closing Date of any taxable period that includes (but does not end on) the Closing Date (such taxable period, a "Straddle Tax Period"), (b) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during member of an affiliated, consolidated, combined, or unitary group of which the 12 months following the Closing Date if Company or any of its Subsidiaries (ior any predecessor thereof) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or 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 affecting Purchaser's obligation to collect such Tax; (Bc) any liability for sales, use or other similar and all Taxes assessed in respect of any Purchased Financing Contract after Person (other than the Cut-Off Date where such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 Company or any of its Affiliates Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by operation of contract or pursuant to any law, statuterule or regulation, common law which Taxes relate to an event or otherwise transaction occurring before the Closing. In determining the amount of Taxes that are allocable to the portion of a Straddle Tax Period ending on the Closing Date, the amount of any Taxes based on or under successor liability measured by income or similar theories that would impose liability on Purchaser as a result receipts of the Company or any of its purchase Subsidiaries shall be allocated based on an interim closing of the Purchased Assets pursuant heretobooks as of the close of business on the Closing Date, and the amount of other Taxes of the Company or any of its Subsidiaries that are allocable to such portion shall be the amount of such Tax for the entire Straddle Tax Period multiplied by a fraction the numerator of which is the number of days in such portion and the denominator of which is the number of days in the entire Straddle Tax Period.

Tax Indemnification. Seller shall indemnify be solely responsible for and shall indemnify, defend and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Buyer Indemnified Parties harmless 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 Purchased Financing Contract during the 12 months following the Closing Date if (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Financing Contract pursuant to (x) Purchaser's Losses resulting from or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax arising out of any breach of any representation or warranty of Seller contained in Section 3.20 and (y) Seller's Taxes incurred or payable by BMT for all periods prior to the Closing, including all withholding Taxes on wages, other remuneration, social security and benefits in kind paid to the employees of BMT prior to the Closing Date and all Taxes resulting from any payments made under the Jamaica Loan prior to the Closing or the applicable Assigning Subsidiary's reliance repayment of the Jamaica Loan or any cancellation thereof required by Section 2.1(c), except for the following Taxes: (i) Taxes that are accrued as "current liabilities" on such exemption for periods the Closing Balance Sheet, after any adjustment pursuant to Section 2.1(e), (ii) Taxes accrued as long- term Liabilities on or prior otherwise disclosed in the March Financial Statements, (iii) Taxes that are long-term Liabilities on the Closing Balance Sheet, to the extent arising in the Ordinary Course of Business since March 31, 2006, and (iv) incremental Taxes that result from Buyer's breach of Section 8.2 or 8.3(c). Buyer shall be solely responsible for and Washington Group International shall indemnify, defend and hold the Seller Indemnified Parties harmless from and against, (i) all Taxes incurred or payable by BMT for all periods after the Closing Date, including all withholding Taxes on wages, other remuneration, social security and benefits in kind paid to the employees of BMT after the Closing Date, and (ii) such exemption all incremental Taxes for Pre-Closing Periods that result from Buyer's breach of Section 8.2 or 8.3(c). Buyer shall not, and shall cause BMT not to, change or make any Tax elections, change any method of accounting with respect to Taxes, file any amended Tax Return or consent to any extension or waiver of the limitation period applicable to any Tax matter in each case that relates to or affects or would or is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required reasonably expected to indemnify Purchaser under this Section 5.4(e)(A) affect BMT's Liability for Taxes for periods prior to the extent such Damage arises out of a change in law Closing. Taxes attributable to Straddle Periods shall be apportioned to periods ending on or before the Closing Date and periods starting after the Closing Date by means of a closing of the books and records of BMT as of the close of business on the Closing Date and, to the extent not susceptible to such allocation, by apportionment on the basis of elapsed days. Buyer shall control the defense and settlement of any Tax audit or administrative or court proceeding relating to Taxes for any period; provided, however, that Buyer shall cooperate in good faith with Seller (at their respective expenses) in connection with any such audit or proceeding relating to or affecting Purchaser's obligation to collect such Tax; (B) Taxes for any liability for sales, use Pre-Closing Period or Straddle Period and there shall be no settlement or closing or other similar Taxes assessed in agreement with 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 any Person in respect of sales, use to or other similar Tax paid on or prior to the Cut-Off Date; (D) any affecting Taxes for any Pre-Closing Period or Straddle Period without the consent of Seller, which Seller and the Assigning Subsidiaries are liable pursuant to Section 2.5 consent will not be unreasonably withheld 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant heretodelayed.

Tax Indemnification. (a) Subject to the terms and conditions of this Article VII, from and after the Closing Date, the Seller shall indemnify and hold harmless, and shall cause harmless each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties Buyer Tax Indemnitee from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating toliability for the following Taxes: (Ai) any and all salesTaxes arising out of or attributable to any Pre-Closing Period (including the portion of any Straddle Period properly allocable to the Pre-Closing Period) owed by or with respect to the assets or operations of any Business Entity; (ii) any liability for Taxes of Seller and any Subsidiary of Seller allocable to any Pre-Closing Period; (iii) any liability for Taxes of or with respect to any Subchapter S Group or any combined, use consolidated, unitary or other similar Taxes required to be collected in respect group that included the income or assets of a Business Entity and either Seller or any Purchased Financing Contract during one or more Subsidiaries of Seller (other than the 12 months following the Closing Date if Business Entities); (iiv) such any Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect other payment of the Financing Contract pursuant Business Entities arising under any Tax sharing or Tax allocation agreement to (x) Purchaser's which the Business Entities are or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods were a party on or prior to the Closing Date and entered into prior to the Closing Date; (v) any and all Taxes arising from or in connection with any breach of any representation under Section 7.1; (vi) any and all Taxes arising from or in connection with any breach of any covenant of Seller under this Article VII; and (vii) any Tax imposed upon, and relating to or resulting from the transaction referred to in Section 5.12. (iib) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; providedNotwithstanding anything in this Agreement to the contrary, that in no event neither Seller nor any Continuing Affiliate shall Seller or any Assigning Subsidiary be liable for, nor shall be required to indemnify Purchaser under this Section 5.4(e)(ABuyer Tax Indemnitees for or pay for (i) Taxes to the extent such Damage arises out of a change Taxes are taken into account in law the Working Capital calculation or otherwise taken into account under Section 5.10(b), (ii) Taxes that arise from or in connection with transactions on the Closing Date after the Closing Date affecting Purchaser's obligation with respect to collect such Tax;the assets or operations of any Business Entities which are not in the ordinary course of business of the Business Entities (“Extraordinary Taxes”), (iii) Taxes that arise as a result of actions taken or elections made by the Buyer, the Business Entities or any of their Affiliates after the Closing (“Buyer Taxes”), or (iv) Taxes with respect to any claim under Article VII that does not exceed $10,000. (Bc) Subject to the terms and conditions of this Article VII, from and after the Closing Date, the Buyer Tax Indemnitors shall jointly and severally indemnify and hold harmless each Seller Tax Indemnitee from and against liability for (i) any liability for sales, use and all Taxes arising out of or other similar Taxes assessed in respect attributable to any Post-Closing Period (including the portion 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 any Person in respect of sales, use or other similar Tax paid on or prior Straddle Period properly allocable to the CutPost-Off Date; Closing Period) owed by or with respect to the assets or operations of any Business Entity, (Dii) Extraordinary Taxes, (iii) Buyer Taxes, and (iv) any Taxes for which Seller and arising from any breach by the Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and (E) any Taxes asserted against Purchaser Buyer or any of its Affiliates of any covenant contained in this Article VII. (d) Except as otherwise provided in Section 7.5, payment in full of any amount due to a Tax Indemnitee under this Section 7.2 shall be made to the affected Tax Indemnitee in immediately available funds within 15 Business Days after written notice is received by operation the Tax Indemnitor that payment of lawsuch Taxes to the appropriate Taxing Authority is due; provided that the Tax Indemnitee shall comply with its obligation to notify the other parties under Section 7.6; and provided, statutefurther, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as the Tax Indemnitor shall not be required to make any payment earlier than two Business Days before such Taxes are due to the appropriate Taxing Authority. In the case of a result Tax that is contested in accordance with the provisions of its purchase Section 7.6, payment of the Purchased Assets pursuant heretoTax to the appropriate Taxing Authority will be considered to be due no earlier than the date a final determination (a “Final Tax Determination”) to such effect is made by the appropriate Taxing Authority or court provided, that if such Taxes have been previously paid, payment shall be made to the affected Tax Indemnitee within thirty (30) days of receiving notification of the Tax Claim (or if later, a Final Tax Determination). (e) From and after the Closing, Seller will retain an amount of net assets reasonably sufficient, in the good faith judgment of Seller, to satisfy its obligations under this Article VII.

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 8.01) and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold them harmless (on a several basis, and solely to the extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties 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 all Damages suffered the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or incurred by inaccuracy in any of them resulting from, arising out representation or warranty made in Section 3.26; (b) any Loss attributable to any breach or violation of, based on or failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (c) all Taxes of the Company or relating to: to the business of the Company for all Pre-Closing Tax Periods; (Ad) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during member of an affiliated, consolidated, combined, or unitary group of which the 12 months following the Closing Date if Company (i) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect any predecessor of the Financing Contract pursuant to (xCompany) Purchaser's is or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods was a member on or prior to the Closing DateDate by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iie) such exemption from Tax is dependent upon receipt any and all Taxes of a properly executed Exemption Certificate; providedany person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes of the Company that in no event shall are the responsibility of Seller or any Assigning Subsidiary be required pursuant to indemnify Purchaser under this Section 5.4(e)(A) 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 period ending on or before the Closing Date and, with respect to the extent such Damage arises out of a change in law any taxable period beginning before and ending after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for salesDate, 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 portion of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid taxable period ending on or prior to and including the Cut-Off Closing Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser as a result of its purchase of the Purchased Assets pursuant hereto.

Tax Indemnification. Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (on a several basis, and solely Except to the extent applicable of any reserves reflected on the Final Balance Sheet (other than any reserve for deferred Taxes established to reflect timing differences between income calculated for Tax purposes and income determined under GAAP), Parent shall indemnify the Assigning Subsidiary) all Purchaser Indemnified Parties Companies, the Subsidiaries, Buyer, Newport and each of their Affiliates and hold them harmless from and against any Claims and Liabilities attributable to (i) all Damages suffered Taxes (or incurred by any the non-payment thereof) of them resulting from, arising out of, based the Companies and the Subsidiaries for all taxable periods ending on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following before the Closing Date if (i) such Tax is not being collected by Purchaser or and the applicable Purchaser Affiliate in respect portion through the end of the Financing Contract pursuant to Closing Date for any Straddle Period (x“Pre-Closing Tax Period”), (ii) Purchaser's all Taxes for any full or partial Tax period ending on or before the applicable Purchaser Affiliate's reliance on Closing Date of any member of an applicable exemption from such Tax 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 (yneither Newport nor Buyer was a member) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) all Taxes resulting from the Section 338(h)(10) Election, and (iiiv) such exemption from Tax is dependent upon receipt any and all Taxes of any Person (other than a properly executed Exemption Certificate; provided, that in no event shall Seller Company or Subsidiary) imposed on a Company or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) as a transferee or successor (determined prior to the extent such Damage arises out of a change in law after Closing), by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring on or before the Closing Date 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 any Person in respect of sales, use or other similar Tax paid on or prior to the Cut-Off Date; (D) any Taxes for 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 successor liability or similar theories that would impose liability on Purchaser not as a result of its purchase any action taken by Buyer, Newport, the Companies or the Subsidiaries after the Closing) net of any Tax benefits (as reasonably determined by Buyer, and taking into account any offsetting adjustments for any additional Tax liability of Buyer and Newport resulting from any payments by Sellers) under this Section 13 (the sum of such Taxes and costs being referred to as a “Tax Loss”). For purposes of clarification, the indemnification provided by this Section 13 shall cover any Tax arising on any Company or Subsidiary pursuant to Sections 178 – 181 Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇ of the Purchased Assets pursuant heretoUnited Kingdom by virtue of entering into and/or closing this Agreement.