Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) Developer shall defend, 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 transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer The Company Stockholders shall defendbe responsible for, and shall indemnify on an after-tax basis, and hold harmless Parent for, out of the Escrow Account and without duplication, any Losses, except to the extent such Losses have been taken into account in calculating the Company’s Tangible Book Value or are addressed by Article XIV (whether or not any payment is made pursuant to Article XIV with respect thereto), attributable to (i) Taxes imposed on the Company or any of its Subsidiaries (x) relating or attributable to any Pre-Closing Period and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, (y) relating or attributable to the income, operations or assets of the Company or any of its Subsidiaries for any Pre-Closing Period and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date and/or (z) relating or attributable to any MarCap Property Taxes; (ii) Taxes imposed on the Company or any of its Subsidiaries under Section 1.1502-6 of the Treasury Regulations (or any corresponding or similar provision state, local, or foreign Law or regulation) as a result of being a member or successor of a member of any consolidated, unitary, combined or similar group for any Pre-Closing Period or period that includes the Closing Date; (iii) Taxes of any Person imposed on the Company or any of its Subsidiaries or any other liability imposed under any Tax sharing, Tax indemnity, Tax allocation or similar agreements (whether or not written) under or to which the Company or any of its Subsidiaries was obligated, or was a party, on or prior to the Closing Date; and (iv) any breach of any representation or warranty contained in Section 4.13 or of any covenant contained in this Article XIII. (b) Parent shall be responsible for, and shall indemnify on an after-tax basis, and hold harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise Company Stockholders for, any Losses attributable to Taxes of Developer, Contractor or Subcontractors imposed on the Company or any of their respective Affiliates; (ii) Preits Subsidiaries relating or attributable to any Post-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 representationsPeriod and, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant with respect to any LawStraddle Period, which Taxes relate the portion of such Straddle Period deemed to an event or transaction occurring prior to the close of business on the day immediately preceding begin after 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Any payment made pursuant to this Section 21.113.5 shall be treated as an adjustment to the Merger Consideration for all Tax purposes unless otherwise required by applicable Law.

Tax Indemnification. (a) Developer The Sellers shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from Buyer, each Business Subsidiary, each Operating Subsidiary, and any successors thereto or Affiliates thereof in respect of and against any: (x) Damages resulting from, 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) 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; (ivii) any Taxes attributable to a breach by Developer 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 its representationsstate, warranties local or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorpforeign laws, as a transferee or successor, by contract or pursuant to any Lawcontractual 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 (B) in respect of income or gain for which Taxes relate to an event any Business Subsidiary or transaction occurring any Operating Subsidiary has “net operating losses,” as defined in Section 172(c) of the Code (or any corresponding provision of state, local or non-U.S. Tax law) from any taxable period ending on or prior to the close of business Closing Date, and, with respect to any taxable period beginning on the day immediately preceding 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 (or any corresponding provision of state, local or non-U.S. Tax law). Notwithstanding the foregoing clause (B), the Buyer shall have no obligation to offset any such income by any such “net operating losses” to reduce the Taxes for which the Sellers are liable under this Section 8.2(a) unless the Sellers timely provide to the Buyer upon the Buyer’s request therefor a schedule setting forth the amount of available “net operating losses” and the year(s) such losses were incurred, and an analysis prepared by a nationally recognized law or accounting firm satisfactory to the Buyer setting forth the amount of any limitation under Section 382 of the Code (and any corresponding provision of state, local or non-U.S. Tax law). (b) Developer The Buyer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from Sellers in respect of and against (x) the failure to perform any Change covenant or agreement set forth in Tax Law Losses suffered this Article VIII, and (y) without duplication, any and all Taxes due and payable by the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) any Business Subsidiary or any Operating Subsidiary arising in the Project to be placed in service within the meaning ordinary course of Section 45 of the Code no later than the end of the fourth calendar year business for any taxable period beginning before and ending on or after the date on which construction beganClosing Date. For the avoidance of doubt, regardless of whether such failure is caused by or the result of Force Majeure, but Buyer shall 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 be responsible for any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofPre-Closing Taxes. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer The Seller Indemnifying Party shall defendbe liable for, and shall indemnify and hold harmless Buyer and the PacifiCorp other Indemnified Parties harmless from, (i) all Taxes, including Seller Straddle Period Taxes (as defined below), of the Seller or the Acquired Companies, or relating to either of the Acquired Company’s operations, and attributable to any taxable period or portion of a period that ends on or 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 and against anyBuyer 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) income or franchise the portion of any real, personal and intangible property Taxes (“Property Taxes”) equal to the amount of Developersuch Property Taxes for the entire Straddle Period multiplied by a fraction, Contractor or Subcontractors or any the numerator of their respective Affiliateswhich 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) 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) other than Property Taxes imposed on PacifiCorp, computed as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business if such Straddle Period ended on the day immediately preceding Closing Date (the Closing Date“Seller Straddle Period Taxes”). (b) Developer Buyer shall defend, be liable for and shall indemnify and hold harmless Seller and the PacifiCorp other Seller Indemnified Parties harmless from and against any Change in Tax Law Losses suffered all Taxes payable by the PacifiCorp Indemnified Parties. (c) If Developer fails Buyer or Acquired Companies, or relating to cause all property (including all PTC Facilities) in the Project to be placed in service within the meaning of Section 45 either of the Code no later Acquired Company’s operations, and attributable to any taxable period or portion of a period that ends after the Closing Date (other than the end amount 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofSeller Straddle Period Taxes). (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer AT&T’s Indemnification of the Company. From and after the Closing and without duplication, AT&T shall defend, be liable for and indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any: Company for all Losses arising out of (i) income all Taxes attributable to, imposed on, or franchise for which the 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 Developerforeign, Contractor state, local or Subcontractors provincial Law) for events occurring or periods ending on or before the Closing and, with respect to any taxable year or period beginning before and ending after the Closing, the portion of their respective Affiliatessuch taxable year ending on and including the Closing including, in each case, the Transactions; and (ii) Pre-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 Taxes; (iiia “Company Group”) Transfer for such periods net of Taxes for which Developer is responsible pursuant payable by the Company or other member of a Company Group with respect to Section 21.2; (iv) the receipt or accrual thereof and the Company or other member of a Company Group shall cause such refund, net of 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 PacifiCorpsuch refund amount, as to be paid to [Media One]MediaOne of Colorado promptly following any receipt thereof by the Company or other member of a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close Company Group. Table of business on the day immediately preceding the Closing Date. Contents (b) Developer The Company’s Indemnification of AT&T. From and after the Closing and without duplication, the Company shall defend, be liable for and indemnify AT&T and hold harmless its Affiliates for 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 Project to be placed in service within the meaning of Section 45 Taxes of the Code no later than the end of the fourth calendar year Company attributable to periods (or portions thereof) ending after the date on Closing other than those for which construction began, regardless the Company is indemnified by [Media One 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 Colorado]AT&T under Section 14.1(a) of this Agreement. From and after the Closing, then Developer the Company shall defendbe entitled to any refund of Taxes of the Company other than those refunds described in Section 14.1(a) and [AT&T]MediaOne of Colorado or any member of an affiliated, indemnify and hold harmless consolidated, combined or unitary group of which MediaOne of Colorado is a member (a “MediaOne of Colorado Group”) shall cause such refund to the PacifiCorp Indemnified Parties from and against any and losses suffered extent received by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp MediaOne of Colorado or any other PacifiCorp Indemnified Parties pursuant member of a MediaOne of Colorado Group, net of any Taxes imposed on such refund amount, to this Section 21.1be paid to the Company promptly following any receipt thereof by [Media One]MediaOne of Colorado or other member of a MediaOne of Colorado Group.

Tax Indemnification. (a) Developer From and after the Closing Date, the Stockholders shall defend, indemnify and hold harmless the PacifiCorp Buyer Indemnified Parties Persons from and against any: any Taxes imposed on, and any costs and expenses (including reasonable attorneys' and accountants' fees and expenses) incurred by, any Buyer Indemnified Person (i) income or franchise with respect to Taxes of Developerthe Company and its Subsidiaries for 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), Contractor or Subcontractors or any an estimate of their respective Affiliateswhich 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 TaxesStraddle Period") (with no duplication for amounts previously paid to the Buyer under Section 2.15); (iii) with respect to Transfer Taxes for which Developer is responsible pursuant to as described in Section 21.29.03; and (iv) as a result of any Taxes attributable to a breach by Developer or inaccuracy in any representation contained in Section 3.10 of its representationsthis Agreement (which, warranties for avoidance of doubt, shall survive for 30 months after the Closing) or covenants any covenant set forth in this Article IX. The indemnification obligation of the Stockholders pursuant to this Section 4.8 9.01(a) shall be several, and Section 4.14; and (vnot joint, in proportion to their respective percentage interests in the Escrow Account as set forth on Schedule 8.03(b) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding the Closing Datehereto. (b) Developer For purposes of calculating any Taxes which relate to a Straddle Period, the Closing Date shall defendbe treated as the last day of a taxable period, indemnify and hold harmless the PacifiCorp Indemnified Parties from portion of any such Tax that is allocable to the taxable period that is so deemed to end on and against any Change in Tax Law Losses suffered by include the PacifiCorp Indemnified Parties. Closing Date: (c) If Developer fails to cause all property (including all PTC Facilitiesi) in the Project 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 placed 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) in service within the meaning case of Section 45 Taxes 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 Code no later than number of days in the end annual period elapsed through and including the Closing Date as compared to the number of days in the fourth calendar year annual period 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofClosing Date. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer The Seller shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties Company, DSTC, the Purchaser, and each Affiliate of Purchaser from and against any: against, any Loss attributable to (i) income or franchise Taxes of Developer, Contractor the Company or Subcontractors DSTC for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any of their respective Affiliatestaxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); (ii) PreTaxes of any member of an Affiliated Group of which the Company or DSTC (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes6 or any analogous or similar state, local, or foreign Law; and (iii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) of 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 Person imposed on PacifiCorp, the Company or DSTC as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to before the Closing. The Seller shall pay the Purchaser amounts for which it is responsible under this section not more than ten (10) days after payment of the relevant Taxes by Purchaser, the Company or DSTC. The amount of any indemnification under this Section 10.2(a) shall be adjusted in accordance with the principles set forth in Section 9.6(f). (b) In the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Company or DSTC 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 day immediately preceding Closing Date, and the amount of other Taxes of the Company or DSTC 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. (b) Developer shall defend, indemnify Date and hold harmless the PacifiCorp Indemnified Parties from and against any Change denominator of which is the number of days in Tax Law Losses suffered by the PacifiCorp Indemnified Partiessuch Straddle Period. (c) If Developer fails Seller shall be entitled to cause all property retain or, to the extent actually received by or otherwise available to Purchaser or its Affiliate, receive immediate payment from Purchaser or any of its Affiliates of, any refund or credit with respect to Taxes (including all PTC Facilitieswithout limitation refunds arising by reason of amended Tax Returns filed after the Closing Date or otherwise) in with respect to any Pre-Closing Tax Period relating to the Project Company or DSTC. Purchaser and its Affiliates shall not be required to carry back, or apply to prior Tax periods, credits, losses or other Tax attributes that can be placed in service within carried forward or applied to current or future Tax periods instead. Purchaser shall be entitled to retain or, to the meaning extent actually received by Seller or its Affiliate, receive immediate payment from Seller or any of Section 45 its Affiliates of, any refund or credit with respect to Taxes (including without limitation refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Tax period of the Code no later Company or DSTC other than a Pre-Closing Tax Period. Any refunds or credits of Taxes with respect to Straddle Periods shall be apportioned to the end period ending on the date 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Closing pursuant to this the principles set forth in Section 21.110.2(b). Seller and its Affiliates shall not be required to carry forward, or apply to future Tax periods, credits, losses or other Tax attributes that can be carried back or applied to current or prior Tax periods instead.

Tax Indemnification. (ai) Developer Seller shall defend, 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 transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the 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 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 Buyer Indemnified Parties from and against any and losses all Losses incurred, sustained, suffered or paid by the PacifiCorp such Buyer Indemnified Parties Party arising out of or as a result thereofof: (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 its Affiliates after the Closing Date or any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date (other than (a) any action or transaction contemplated by this Agreement including actions taken pursuant to Section 6.18 or with respect to the 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. (dii) PacifiCorp may set off Except to the extent subject to indemnification pursuant to Section 7.1(a)(i) or Article 9, Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses incurred, sustained, suffered or paid by such Seller Indemnified Party arising out of or as a result of: (A) Taxes of the Contract Price and Purchased Entities for all Post-Closing Tax Periods, (B) Taxes imposed on the Purchased Assets for any Progress Payments Post-Closing Tax Period, (C) Taxes imposed on the Business for any amounts due PacifiCorp 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 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 in respect of Restricted Assets, Restricted Split Interests and Split Interests as described in Section 2.6 and (G) 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 same specific amount of Taxes or Losses more than one time. Notwithstanding any other PacifiCorp Indemnified Parties 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)(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 Date 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 21.16.8(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 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 purposes or a “controlled foreign corporation” (as defined under the Code), Pre-Closing Taxes shall include any Taxes on the allocable income of such entity as if it was allocated pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi) as if Seller had sold all of its direct or indirect interests in all Purchased Entities or Purchased Minority Interests immediately before the end of the taxable period ending on the Closing Date, based on an interim closing of the books method. (iv) Notwithstanding anything to the contrary herein, in no event will Buyer or any Affiliate of Buyer be required to indemnify any Seller Indemnified Party for any Taxes to the extent a current asset attributable to such Taxes (such as prepaid Taxes) was included in Final Closing Net Working Capital.

Tax Indemnification. (a) Developer Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall defendbe responsible for, indemnify shall pay or cause to be paid, and shall indemnify, defend and hold harmless the PacifiCorp Indemnified Parties from Buyer and against anythe Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date: (i) income all Taxes imposed on the Companies or franchise the Buyer as a result of the operations of the Companies with respect to any taxable year or period ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of Developer, Contractor or Subcontractors 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 Affiliates; (ii) Pre-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 Taxes; (iii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2Date; (iv) Taxes or other costs of the Buyer Indemnitees payable as a result of any Taxes attributable to a inaccuracy in or breach by Developer of its representationsany representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article XI, warranties or covenants pursuant to Section 4.8 and Section 4.14without duplication; and (v) any Taxes imposed on PacifiCorp, as a transferee or successor, other payments required to be made after the Closing Date by contract the Companies or pursuant any of their respective Subsidiaries to any LawPerson under any Tax sharing, which Taxes relate to an event indemnity or transaction occurring allocation agreement or other arrangement in effect prior to the close of business on the day immediately preceding the Closing Date(whether or not written) with respect to a Pre-Closing Period. (b) Developer 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 defendbe: (i) in the case of Taxes that are based upon or related to income or receipts, indemnify deemed equal to the amount that would be payable if the taxable year or period ended on the Closing Date; and hold harmless (ii) in the PacifiCorp Indemnified Parties from case of Taxes not described in subparagraph (i) above that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Interim Period ending on the Closing Date and against any Change the denominator of which is the number of calendar days in Tax Law Losses suffered by the PacifiCorp Indemnified Partiesentire relevant period. (c) If Developer fails Subject to cause all property (including all PTC Facilities) Section 11.5 and the limitations contained in the Project to be placed in service within the meaning Section 11.3(b), payment 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 losses suffered amount by the PacifiCorp Indemnified Parties as Tax Indemnifying Party under this Section 11.1 shall be made within ten (10) days following written notice by the Buyer or a result thereofCompany to ASC that a Company is required to pay such amounts to the appropriate Tax authority; provided, however, that the Tax Indemnifying Party shall not be required to make any payment to Buyer or a Company hereunder earlier than five (5) Business Days before it is due to the appropriate Tax authority. (d) PacifiCorp may set off against the Contract Price All matters relating in any manner to Tax indemnification obligations and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to payments shall be governed exclusively by this Article XI except for provisions regarding notice of claims, which shall be governed by Section 21.110.5.

Tax Indemnification. Except for Transaction Taxes described in Section 9.7(a), Seller shall indemnify the Company, the Subsidiaries, Buyer, Surviving Corporation and each Buyer Affiliate and hold them harmless from and against (1) all Taxes (or the non-payment thereof) of the Company and the Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date and, with respect to U.S. federal income taxes, all taxable periods during which any Subsidiary was a member of the consolidated group that included Seller or Parent (“Pre-Closing Tax Period”) (including, for the avoidance of doubt, (a) Developer shall defend, indemnify any and hold harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise all Income Taxes of Developerany member of an affiliated, Contractor consolidated, combined or Subcontractors unitary group of which the Company, any of the Subsidiaries or any of their respective Affiliates; the Contributing Companies (iior any predecessor of any of the foregoing) Pre-is or was a member on or prior to the Closing Taxes; (iii) Transfer Taxes for which Developer is responsible Date, including pursuant to Treasury Regulation Section 21.2; 1.1502-6 (ivor any analogous or similar state, local, or foreign Law or regulation), and (b) any and all Taxes attributable to a breach by Developer of its representations, warranties or covenants pursuant to Section 4.8 any Person (other than the Company and Section 4.14; and (vthe Subsidiaries) Taxes imposed on PacifiCorp, the Company or any of the Subsidiaries as a transferee or successor, by contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction occurring prior before the Closing), and (2) Taxes, to the close extent not otherwise provided for in this Article IX, attributable to breach of business on a representation set forth in Section 3.4 and any and all Taxes arising from the day immediately preceding Contribution Transaction. Buyer shall indemnify Seller, the Closing Date. (b) Developer shall defend, indemnify Parent and each of their Affiliates and hold them harmless the PacifiCorp Indemnified Parties from and against any Change all Transaction Taxes as described in Tax Law Losses suffered by the PacifiCorp Indemnified Parties. (cSection 9.7(a) If Developer fails to cause and all property (including all PTC Facilities) in the Project to be placed in service within the meaning of Section 45 other Taxes of the Code no later than Company, the end of the fourth calendar year Subsidiaries, Merger Sub and Surviving Corporation for all taxable periods and portions ending 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 losses suffered by the PacifiCorp Indemnified Parties Closing Date (other than for those Taxes for a Straddle Period that are for Seller’s account as a result thereofdetermined under Section 9.2 hereof). (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer 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 defendindemnify, indemnify defend and hold harmless Seller and its affiliates, at any time after the PacifiCorp Indemnified Parties Closing, from and against any: any liability for Taxes of the Company or any Subsidiary (i) income for any taxable year or franchise period beginning 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 or period beginning after the Closing Date (except for Taxes of Developer, Contractor governed by Section 7.2 or Subcontractors or any of their respective Affiliates; 7.3) and (ii) Pre-Closing Taxes; (iii) Transfer Taxes paid by Seller for which Developer Buyer is responsible pursuant to liable under Section 21.2; 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 (ivand after the Closing) any Taxes that are attributable to a breach by Developer activities of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to Buyer outside of the close ordinary course of business on the day immediately preceding the Closing Datebusiness. (b) Developer 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 defendpay, indemnify indemnify, defend and hold harmless the PacifiCorp Indemnified Parties Buyer and its affiliates from and against any Change in Tax Law Losses suffered 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 the PacifiCorp Indemnified Parties. Buyer for which Seller is liable under Section 7.2 and (c) If Developer fails to cause all property (including all PTC Facilitiesiv) in the Project event that the Sales Tax Certificate Target is not met as of the 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) the "Sales Tax Certificate Target" shall be deemed to be placed in service within the meaning of Section 45 met if, as of the Code no later than 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 sales to such customers shall have been at least 50% of the Company's sales to all of its U.S. customers ending with the most recent twelve full months for which sales information is then available, (y) "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 fourth calendar year 180th day after the date on which construction began, regardless of whether such failure is caused by or the result of Force MajeureClosing Date, but not if only to the extent that any such sales Tax is attributable to a failure is solely the result of the acts Company or omissions a Subsidiary, as applicable, to possess a valid Sales Tax Exemption Certificate as of PacifiCorp in breach of this Agreement, then Developer shall defend, indemnify the Closing Date and hold harmless assessed at any time after the PacifiCorp Indemnified Parties from and against any and losses suffered Closing Date by the PacifiCorp Indemnified Parties as 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 law to sell property without collecting sales Tax from the purchaser thereof in a result thereoftransaction 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. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer The Sellers shall defend, jointly and severally indemnify and hold harmless the PacifiCorp Indemnified Parties from Buyers, each Business Subsidiary (except 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 any: (x) the failure to perform any covenant or agreement set forth in this Article VIII and (y) without duplication, the following Taxes to the extent such Taxes exceed the Tax Reserves (the "Excluded Taxes"): (i) income any Taxes for any Taxable period ending (or franchise deemed pursuant to Section 8.3(b) to end) on or before the Closing Date due and payable by (x) any Buyer in respect of the Business, (y) any Business Subsidiary or (z) any Seller (for the avoidance of doubt, Taxes of Developerfor any Taxable period include any penalties, Contractor interest or Subcontractors additions thereto, whether or not accruing in such Taxable period or in any of their respective Affiliates; subsequent Taxable period including the periods after the Closing Date); (ii) Pre-Closing Taxes; (iii) Transfer any Taxes for which Developer is responsible 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 21.2; (iv) 1.1502-6 or under any Taxes attributable to a breach by Developer comparable or similar provision of its representationsstate, warranties local or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorpforeign laws, as a transferee or successor, by contract or pursuant to any Lawcontractual obligation; (iii) any Conveyance Taxes, which 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 relate 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 an event 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 transaction occurring 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 close of business on the day immediately preceding the Closing DateDate including, without limitation, penalties imposed for failure to file required Tax Returns or maintain required records in connection with transfer pricing. (b) Developer The Buyers shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from Sellers in respect of and against (x) the failure to perform any Change 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 8.2(a)(ii); (ii) the Tax Law Losses suffered Reserves; and (iii) any Irish stamp duty arising in connection with the consummation of the transactions contemplated by the PacifiCorp Indemnified Partiesthis Agreement. (c) If Developer fails The Buyers and Thomson France agree that neither the Buyers nor NETg S.A. (France) will be authorized to cause all property (including all PTC Facilities) seek any indemnification from Thomson France in the Project to be placed in service within the meaning of Section 45 respect of the Code no later than net operating losses incurred by NETg S.A. (France) on the end of tax periods closed on December 31, 2004 and December 31, 2005 and transferred to Thomson France in accordance with 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofrules applicable to French tax-consolidated groups. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer CES shall defend, be responsible for and shall indemnify and hold the Parent and its Affiliates harmless the PacifiCorp Indemnified Parties from against any and against any: all Losses and Claims attributable to (i) income all Taxes (or franchise Taxes the non-payment thereof) of Developerthe Cap Rock Entities for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), Contractor or Subcontractors or any of their respective Affiliates; (ii) Preall Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Cap Rock Entity (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes; 6 or any analogous or similar state, local, or foreign law or regulation, or (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; (iv) of 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 Person imposed on PacifiCorp, any of the Cap Rock Entities as a transferee or successor, by contract or pursuant to any Lawlaw, rule, or regulation, which Taxes relate to an event or transaction occurring prior before the Closing. (i) In the case of Taxes that are payable with respect to any taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”), the portion of any Taxes based on or measured by income or receipts of the Cap Rock Entities 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 day immediately preceding Closing Date (and for such purpose, the taxable period for any partnership or other pass-through entity in which any of the Cap Rock Entities holds a beneficial interest shall be deemed to terminate at such time); and the amount of all other Taxes 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 Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to and including the Closing DateDate and the denominator of which is the number of days in the entire Straddle Period. (bii) Developer Any credit or refunds of Taxes that relate to Pre-Closing Tax Periods shall defendbe for the account of CES except to the extent that such refunds relate to carrybacks of losses or credits from post-Closing periods. Any credit or refund resulting from an overpayment of the Taxes of any of the Cap Rock Entities for a Straddle Period shall be allocated to the portion of the Straddle Period ending at the Closing and/or the portion of the Straddle Period beginning after the Closing based upon the method employed in Section 8.11(a)(i) above taking into account the type of Tax to which the credit or refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, indemnify and hold harmless any amount thereof required to be allocated under this Section 8.11(a) shall be computed by reference to the PacifiCorp Indemnified Parties from and against any Change level of such items on the date of the Closing. All determinations necessary to effect the foregoing allocations shall be made in Tax Law Losses suffered a manner consistent with prior practice of the Cap Rock Entities. Payment by the PacifiCorp Indemnified Parties. (cindemnifying party of any amount due under this Section 8.11(a) If Developer fails shall be made within ten days following written notice by the indemnified party that payment of such amounts to cause all property (including all PTC Facilities) in the Project appropriate Taxing Authority is due, provided, that the indemnifying party shall not be required to be placed in service within make any payment earlier than two days before it is due to the meaning appropriate Taxing Authority. Notwithstanding anything to the contrary herein, if CES or an Affiliate receives an assessment or other notice of Section 45 Taxes due with respect to any of the Code no later than the end of the fourth calendar year after the date on Cap Rock Entities for which construction beganCES is not responsible, regardless of whether such failure is caused by in whole or the result of Force Majeurein part, but not if such failure is solely the result of the acts or omissions of PacifiCorp in breach of this Agreementpursuant to Section 8.11(a), then Developer the CES shall defend, indemnify and hold harmless immediately forward a copy of such notice to the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofParent. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Seller shall defend, indemnify and hold Buyer and its Affiliates harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise all liability for Taxes of Developer, Contractor or Subcontractors the Company (and any Taxes of Seller or any other Person for which the Company may be liable by contract, operation of their respective Affiliates; law, or otherwise) with regard to, attributable to, or arising with respect to any taxable period ending on or before the Closing Date (the “Pre-Closing Period”) and the portion ending on the Closing Date of any taxable period that begins before and ends after the Closing Date (a “Straddle Period”) and (ii) Pre-Closing Taxes; all Taxes that are the subject of a breach of any of the representations and warranties set forth in Section 4.11. (iiib) Transfer Taxes for which Developer is responsible pursuant With respect to Section 21.2; (iv) any a Straddle Period, the portion of Taxes attributable to a breach by Developer the portion of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed such taxable period ending on PacifiCorp, the Closing Date shall be calculated as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to though the tax year terminated as of the close of business on the day immediately preceding Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, such Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. (c) Buyer shall indemnify and hold Seller harmless from and against any and all Taxes of, or pertaining or attributable to, the Company with respect to any taxable period or portion of a Straddle Period that begins after the Closing Date. (bd) Developer The indemnities provided in this Section 10.1 shall defend, indemnify and hold harmless survive the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered by Closing until the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) in the Project to be placed in service within the meaning of Section 45 expiration of the Code no later than the end applicable statutes of the fourth calendar year after the date on which construction began, regardless of whether such failure is caused by limitation plus any extensions 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 losses suffered by the PacifiCorp Indemnified Parties as a result waivers thereof. (de) PacifiCorp may The Tax indemnification rights, obligations, and procedures set off against forth in this Article shall in no way be limited or modified by the Contract Price and indemnification provisions of Article IX. (f) The parties agree that the indemnification provisions set forth in this Article X shall not (1) apply to any Progress Payments any amounts due PacifiCorp Taxes to the extent such Taxes are accounted for in the calculations of the purchase price adjustments set forth in Section 2.2, or any other PacifiCorp Indemnified Parties pursuant (2) be subject to this the limitations on indemnification described in Section 21.19.2(b) or Section 9.2(c)(i).

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) Developer shall defendany Loss attributable to any breach of or inaccuracy in any of the Tax Representations; (b) any Loss attributable to any breach or violation by Seller of, indemnify and hold harmless or failure of Seller to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Taxes of the PacifiCorp Indemnified Parties from and against any: Company or relating to the business of the Company for all Pre-Closing Tax Periods; (id) all income or franchise Taxes of Developer, Contractor or Subcontractors any member of an Affiliated Group (other than an Affiliated Group that includes Buyer or any of their respective Affiliates; its Affiliates (iiother than the Company and its Subsidiaries)) Preof which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date that are imposed on the Company or its Subsidiaries under Treasury Regulation Section 1.1502-Closing Taxes; 6 or any comparable provisions of foreign, state or local Law (iii) Transfer but excluding any such liability for such Taxes for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes the extent directly or indirectly attributable to membership in any Affiliated Group for any period (or any portion of a breach by Developer of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14period) beginning after the Closing Date); and (ve) any and all Taxes of any Person imposed on PacifiCorp, as a the Company and/or its Subsidiaries arising under the principles of transferee or successorsuccessor liability or by contract, by contract or pursuant to any Law, which if the liability for such Taxes relate 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 close of business on the day immediately preceding the Closing Date. , in each of the above cases, together with any out-of-pocket fees and expenses (bincluding attorneys’ and accountants’ fees) Developer incurred in connection therewith; provided, however, that Seller shall defendnot be responsible for, and shall have no obligation to indemnify and hold Company, Buyer, or any Buyer Indemnitee harmless the PacifiCorp Indemnified Parties from and against (1) Taxes resulting from (A) any Change in Tax Law Losses suffered transactions occurring on the Closing Date after the Closing outside the ordinary course of business or (B) any breach by Buyer of Section 6.01(c), or (2) Taxes, to the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) extent such Taxes are treated as a liability in the Project to be placed in service within the meaning calculation of Section 45 Closing Working Capital. Seller shall reimburse Buyer for any Taxes of the Code no later than Company that are the end responsibility 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Seller pursuant to this Section 21.16.02 within ten (10) Business Days after payment of such Taxes by Buyer or the Company, which reimbursements, in the aggregate, shall not exceed an amount equal to the Purchase Price.

Tax Indemnification. (a) Developer Without limiting any other indemnification obligations under this Agreement, and without duplication for recovery under any other indemnification obligation or other remedy under this Agreement, Seller shall defendindemnify the Companies, indemnify Purchaser and each Purchaser Affiliate and hold them harmless the PacifiCorp Indemnified Parties from and against any: any Damages, attributable to (i) income all Taxes (or franchise Taxes the non-payment thereof) of Developerthe Companies for all Tax periods ending on or before the Closing Date and the portion of the Straddle Period ending on the Closing Date, Contractor or Subcontractors or any of their respective Affiliates; (ii) Preall Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes; 6 or any analogous or similar state, local or non-U.S. law or regulation, (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; of any Person (ivother than the Companies) 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, the Companies as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior before the Closing, and (iv) all other Excluded Taxes. Notwithstanding anything in this Agreement to the close contrary, in no event shall Seller be required to indemnify the Companies, Purchaser and any Purchaser Affiliate or be liable for any other remedy in respect of business any Damages to the Companies, Purchaser and any Purchaser Affiliate attributable to (A) a reduction in any net operating loss, capital loss, tax credit generated in a Pre-Closing Tax Period allocable to the Companies; (B) any transaction that occurs on the day immediately preceding Closing Date after 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) that is not in the Project ordinary course of business; and (C) any reserve for Tax to be placed the extent taken into account 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties determining Closing Date Net Working Capital. Seller’s indemnification for Taxes pursuant to this Section 21.18.6 shall not be subject to any indemnification limitations described in this Agreement, including, but not limited to, the Cap and the Basket Amount. Notwithstanding anything in Section 8.2(a) or this Section 8.6 to the contrary, Seller shall not be liable to a Purchaser Indemnified Party for a Tax for any Tax period or portion thereof beginning after the Closing Date if (i) the Tax is attributable to a breach of a representation or warranty set forth in Section 2.15; (ii) the representation or warranty relates to a fact or circumstance that is not binding on the Purchaser for Post-Closing Tax years; and (iii) Purchaser’s or the Companies’ tax department policies and procedures should have avoided such Tax, provided that this sentence shall not diminish the obligation of the Purchaser to mitigate damages (if any) as required under applicable Law.

Tax Indemnification. (a) Developer shall Subsequent to the Closing, the Shareholders shall, jointly and severally, indemnify, defend, indemnify save and hold harmless Parent, Merger Sub, and the PacifiCorp Indemnified Parties from Company (and against any: (i) income or franchise Taxes of Developer, Contractor or Subcontractors or any each of their respective Affiliates; , successors and assigns) harmless from and against (i) any and all Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), except to the extent that such Taxes are reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Balance Sheet, as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns, (ii) Prethe unpaid Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-Closing Taxes; 6 (iii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) or any Taxes attributable to a breach by Developer similar provision of its representationsstate, warranties local or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorpforeign law), as a transferee or successor, by contract contract, or pursuant otherwise, and (iii) any and all Damages incurred in connection with, arising out of, resulting from, or incident to any Lawof the Taxes described in the foregoing clauses (i) and (ii); provided, which however, that the Escrow Fund shall be the sole source of funds for indemnification for any of the Taxes relate to an event or transaction occurring prior described in this Section 9.3; provided, further, that indemnification for any of the Taxes described in this Section 9.3 shall not be subject to the close Threshold Amount. For purposes of business the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the day immediately preceding Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Except to the extent reflected as a Liability in the Final Closing Statement, Seller shall defendpay or cause to be paid, indemnify shall be liable for, and shall indemnify, defend and hold Purchaser and its Affiliates harmless the PacifiCorp Indemnified Parties from and against any: (i) income any and all Excluded Taxes. Purchaser shall pay or franchise cause to be paid, shall be liable for, and shall indemnify, defend and hold Seller and its Affiliates harmless from and against any and all Taxes of Developer, Contractor or Subcontractors relating to the Transferred Operations or any of their respective Affiliates; (ii) PreTransferred Asset or Assumed Liability for the Post-Closing Taxes; (iii) Transfer Period other than Excluded Taxes for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes attributable to a breach by Developer that are the responsibility of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to Seller under the close of business on the day immediately preceding the Closing Datesentence. (b) Developer Payment in full of any amount due from Purchaser or Seller under this Section 9.1 shall defend, indemnify and hold harmless be made to the PacifiCorp Indemnified Parties from and against any Change indemnified party in Tax Law Losses suffered immediately available funds within ten (10) Business Days following written notice by the PacifiCorp Indemnified Partiesindemnified party that the Taxes to which such payment relates are payable to the relevant Taxing Authority, provided that the indemnifying party shall not be required to make any such payment earlier than three (3) Business Days before the date the payment of such Taxes to the relevant Taxing Authority is due. (c) If Developer fails The Parties agree to cause all property treat the Closing Date 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 treatment is not permitted, in the case of Taxes that are payable with respect to a taxable period beginning on or before and ending after the Closing Date, the portion of any such Tax that is attributable to the portion of such period ending on the Closing Date: (including all PTC Facilities1) except as provided in 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 (except that exemptions, allowances and deductions that are otherwise calculated on an annual basis shall be apportioned on a daily basis); and (2) in the Project 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 placed the amount of such Taxes for the entire period (or, in service within the meaning case of Section 45 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 portion of the Code no later than period ending on the end Closing Date and the denominator of which is the fourth number of calendar year after days in 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofentire period. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. 8.2.1 The Seller shall indemnify the Purchaser from any Pre-Effective Date Tax due by any of the Group Companies after the Effective Date (a Tax Indemnification Claim), but only if and to the extent, that: (a) Developer shall defend, 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 Effective Date Tax has not been paid on or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding the Closing Effective Date.; (b) Developer shall defendneither the Purchaser, indemnify and hold harmless nor any Affiliates of the PacifiCorp Indemnified Parties from and Purchaser including, after the Closing, the Group Companies (i) are entitled to an indemnification, reimbursement or any other kind of recovery with respect to the respective Pre-Effective Date Tax against any Change in Tax Law Losses suffered by the PacifiCorp Indemnified Parties.a party other than a Group Company or (ii) have already received a corresponding indemnification payment; (c) If Developer fails the Pre-Effective Date Tax is not caused or triggered by (i) any measure with retroactive effect on the Pre-Effective Date Period initiated by the Purchaser or the Group Companies after the Closing Date or (ii) any change of a Tax Return relating to cause all property (including all PTC Facilities) a Pre-Effective Date Tax or in the Project to be placed exercise of any Tax election right for a Pre-Effective Date Period, unless required under mandatory law or requested and approved 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 losses suffered writing by the PacifiCorp Indemnified Parties as a result thereof.Seller following the Closing Date; (d) PacifiCorp may set off the Pre-Effective Date Tax cannot or could not be avoided by offsetting taxable profits against any Tax loss carrybacks or Tax loss carryforwards created in the Contract Price Pre-Effective Date Period; (e) the Pre-Effective Date Tax does not correspond to or cannot be offset against a Tax Benefit related to periods after the Effective Date which can also arise at a different type of Tax and any Progress Payments any amounts which is based on a circumstance having triggered the Tax Indemnification Claim and occurring at the tier of a Group Company or at the tier of the Purchaser or an Affiliate of the Purchaser; whereby it is understood that the amount of the Tax Benefit, by which the Tax Indemnification Claim shall be reduced, shall be equal to the aggregate of: (i) the amount of all Tax Benefits (without discounting) that have already been received (including, but not limited to, by way of set-off, deduction or Tax credit) by a Group Company or at the tier of the Purchaser or an affiliate of the Purchaser when the Tax Indemnification Claim would have fallen in principle due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to clause 8.2.2 (Tax Indemnification Due Date); plus (ii) the net present value of all remaining Tax Benefits after the Tax Indemnification Due Date, whereby the net present value shall be determined by applying a discount rate of nine point one per cent (9.1%) per annum for the period commencing on the Tax Indemnification Due Date until the time on which the respective Tax Benefit is likely to occur and by assuming that the respective Group Company, the Purchaser and its affiliates (as the case may be) are taxed on a stand-alone basis, are sufficiently profitable and that Tax rates as applicable on the Tax Indemnification Due Date apply for the entire relevant period; (f) this Section 21.1agreement does not provide otherwise that the Tax shall be borne by the Purchaser; (g) the Tax does not arise or is not increased as a result of a change in law after the Effective Date; and (h) the aggregate amount of all Pre-Effective Date Taxes paid by a Group Company after the Effective Date and not already excluded under any provision of this clause 8.2 above exceeds the aggregate amount of all Tax liabilities and Tax accruals included in item “Accrued Liabilities” listed under “Net Working Capital” in Annex 3.1.2 (Cash, Debt and Net Working Capital). 8.2.2 A Tax Indemnification Claim shall become due and payable fifteen (15) Business Days after the Seller has been notified in writing by the Purchaser about the payment obligation and the corresponding payment date if any and has received a copy of the underlying Tax assessment or payment order of the Tax Authority (including sufficient documents and information to review and assess the amount of the tax indemnification payment to be made including any qualifications under clauses 8.2.1(a) through 8.2.1(h)), but in no case earlier than three (3) Business Days prior to the date at which the Tax to be indemnified is due and payable to the Tax Authority. 8.2.3 If the Tax underlying the Tax Indemnification Claim is subsequently reduced, the difference between the higher payment on the Tax Indemnification Claim and the lower Tax amount shall be reimbursed by the Purchaser to the Seller, including all interests related thereto, within fifteen (15) Business Days after the reduction has become effective. Clause 8.3.2 below shall apply mutatis mutandis.

Tax Indemnification. (a) Developer 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 defendindemnify, indemnify defend and hold the Buyer, its Affiliates, and after the Closing, the Acquired Companies, harmless against, and reimburse the PacifiCorp Indemnified Parties from and against anyBuyer for, the following: (i) income any Taxes in respect of any Acquired Company for taxable periods ending on or franchise Taxes before the Closing Date or allocable to the portion of Developer, Contractor or Subcontractors or any of their respective Affiliates; the Straddle Period (iias defined below) ending on the Closing Date (determined pursuant to Section 6.9(b)) (the “Pre-Closing Taxes; ”), (ii) any 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) Transfer Taxes for which Developer is responsible pursuant any Damages resulting from, arising out of or relating to a breach or misrepresentation with respect to any representation or warranty contained in Section 21.2; 3.8, (iv) all liabilities and expenses reasonably incurred by the Buyer or any Taxes attributable to Acquired Company in connection with a breach by Developer of its representationsTax Liability, warranties or covenants pursuant to Section 4.8 including without limitation fees for legal counsel and Section 4.14; accountants and (v) any Taxes as a result of an excess loss account or deferred intercompany transaction. Notwithstanding the foregoing, no indemnification will be provided with respect to any amount to the extent reflected as an accrued liability or reserved against in the computation of the Final Purchase Price. (b) In the case of any taxable period that includes but does not end on the Closing Date (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 PacifiCorpa 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 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) above (such as a transferee Taxes that are based upon or successorrelated to income or receipts, by contract based upon occupancy or pursuant to imposed in connection with any Lawsale or other transfer or assignment or property (real or personal, which tangible or intangible)), the amount of any such Taxes relate to an event or transaction occurring prior to shall be determined as if such taxable period ended as of the close of business on the day immediately preceding Closing Date. (c) For the avoidance of doubt, the Parties hereto agree that neither Party will make a ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar provision of law. In accordance with Treasury Regulation Section 1.1502-76 and any analogous provision of law, any Tax related to an extraordinary transaction that occurs on the Closing Date after the Closing shall be allocated to the taxable period beginning after the Closing Date. (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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against The Sellers and the Contract Price and Buyer shall treat any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties indemnity payments made pursuant to this Section 21.16.9 as adjustments to the Purchase Price for Tax purposes unless applicable Tax Law causes such payment not to be so treated. (e) The indemnity and payment obligations set forth in this Section 6.9 shall survive until the expiration of the applicable statute of limitations applicable under Tax Law plus sixty days; provided, however, that the right to indemnification with respect to claims of which notice was given prior to the expiration of the applicable 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) Developer shall defendAfter the Closing Date, and subject to Article XI, Parent, Sellers and FFEC will indemnify and hold harmless the PacifiCorp Indemnified Parties Purchaser from and against any: 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 (i) income or franchise Pre-Closing Taxes of DeveloperParent, Contractor or Subcontractors or any of their respective Affiliateseach Seller and FFEC; (ii) Preany Taxes of Parent, any Seller or FFEC measured by net or gross income (including, without limitation, any Tax liability that arises solely by reason of any Seller or FFEC being severally liable for any Tax of any current or former Affiliate of such Seller or FFEC pursuant to Treasury Regulation Section 1.1502-Closing Taxes6 or any analogous state or local Tax provision) and all other Taxes of any Seller or FFEC except those described in Section 8.03(b); and (iii) Transfer all Taxes for which Developer is responsible pursuant to described in 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 transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding the Closing Date8.01. (b) Developer shall defendPurchaser will be responsible for and, subject to Article XI, Purchaser will indemnify and hold Sellers harmless the PacifiCorp Indemnified Parties from and against any Change all liabilities with respect to Taxes arising out of the ownership of the Assets for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. For purposes of the preceding sentence, in the case of any Taxes that are imposed 45 on a periodic basis and are payable for a tax period that includes (but does not end on) the Closing Date, the portion of such Tax Law Losses suffered by which relates to the PacifiCorp Indemnified Parties. portion of such tax period ending on the Closing Date shall (c) If Developer fails to cause all property (including all PTC Facilitiesi) in the Project case of any Tax not based upon or related to income or receipts, be placed deemed the amount of such Tax for the entire tax period multiplied by a fraction the numerator of which is the number of days in service within the meaning tax period ending on the Closing Date and the denominator of Section 45 which is the number of days in the entire tax period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed the amount of Tax which would be payable if the relevant tax period ended on the Closing Date. Any credits arising out of the Code no later than the end ownership of the fourth calendar year Assets relating to a tax period that begins before and ends after the date Closing Date shall be taken into account as though the relevant tax period ended on which construction began, regardless the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practices 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofSellers. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. Except to the extent treated as a liability in the calculation of Adjusted Closing Working Capital, from and after Closing, Co-op shall indemnify SLG, Buyer, and each Buyer Indemnitee and hold them harmless from and against: (a) Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any: any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.23; (ib) income or franchise all Taxes of Developer, Contractor SLG or Subcontractors or any relating to the business of their respective Affiliates; (ii) SLG for all Pre-Closing Taxes; Tax Periods, including, for the avoidance of doubt, the portion of any Straddle Period ending on the Effective Date determined in accordance with Section 7.02 (iiiincluding, for this purpose, any “imputed underpayment” within the meaning of Section 6225 of the Code (or any similar or corresponding provision of state, local or foreign Law) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes paid or payable by SLG relating or attributable to a breach Pre-Closing Tax Period); (c) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which SLG (or any predecessor of SLG) is or was a member on or prior to the Effective Date by Developer reason of its representationsa liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, warranties state or covenants pursuant to Section 4.8 local Law; (d) any and Section 4.14; and (v) all Taxes of any Person imposed on PacifiCorp, as a SLG arising under the principles of transferee or successorsuccessor liability or by Contract, by contract or pursuant to any Law, which Taxes relate relating to an event or transaction occurring prior to on or before the close of business on the day immediately preceding the Closing Effective Date. ; and (be) Developer shall defend, indemnify any out-of-pocket fees 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 expenses (including all PTC Facilitiesreasonable attorneys’ and accountants’ fees) incurred in the Project to be placed in service within the meaning of Section 45 connection therewith. In each of the Code no later than above cases, Co-op shall reimburse Buyer for any Taxes of SLG that are the end responsibility 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Co-op pursuant to this Section 21.16.04 within ten (10) Business Days after the later of (a) a final determination that a Tax is payable by Buyer or SLG and the actual payment thereof or (b) written demand for payment given by Buyer to Co-op. The aggregate amount of all Losses for which Co-op shall be liable under this Section 6.04 shall not exceed the Purchase Price.

Tax Indemnification. (a) Developer Subject to Section 6.5, the Seller shall indemnify, defend, indemnify and hold harmless the PacifiCorp Purchaser Indemnified Parties from and against any: (without duplication of any amounts paid pursuant to Section 7.2 or this Section 6.3): (i) income or franchise all liabilities for Taxes of Developer, Contractor or Subcontractors imposed on the Seller or any of their respective Affiliates; its Affiliates (not including, solely for purposes of this Section 6.3(a)(i), the Company); (ii) all liabilities for Transfer Taxes required to be paid by the Seller pursuant to Section 6.6 of this Agreement; (iii) all liabilities for Taxes imposed upon the Company with respect to any taxable period ending on or before the Closing Date ("Pre-Closing TaxesPeriods"), and 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 50 Closing Date and as determined in the manner provided in Section 6.3(c) of this Agreement (including, without limitation, all Taxes related to any Election and the transactions contemplated pursuant to Section 3.22 of this Agreement but excluding any Taxes resulting from any transaction that is not in the ordinary course of business that occurs on the Closing Date but after the Closing and is not contemplated by this Agreement); (iv) all liabilities for Taxes imposed on the Company under section 1.1502-6 of the Treasury Regulations (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; (v) all liabilities for Taxes imposed on or related or attributable to the Excluded Companies, Listing Exchange, LLC or Mortgage LLC; (vi) all liabilities (including reasonable out-of-pocket expenses) arising from any breach by the Seller or its Affiliates of any of the covenants and obligations contained in this Article VI; (vii) all liabilities (including reasonable out-of-pocket expenses) arising from the breach or inaccuracy of the representation and warranty set forth in Section 3.12(e) of this Agreement; and (viii) all liabilities relating to net Tax liabilities imposed on the Company as a result of the transactions or any action contemplated pursuant to Section 5.10 hereof. (b) The Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against (without duplication of any amounts paid pursuant to Section 7.3): (i) all liabilities for Taxes of or imposed on the Purchaser and its Affiliates (not including, for purposes of this Section 6.3(b)(i), the Company), (ii) all liabilities for Taxes of the Company for any taxable period beginning after the Closing Date ("Post-Closing Periods"), (iii) Transfer all liabilities for Taxes of the Company for which Developer is responsible pursuant any Straddle Period but only with respect to the portion of such Straddle Period beginning after the Closing Date, as determined in the manner provided in Section 21.2; 6.3(c) of this Agreement, (iv) all liabilities (including reasonable out-of-pocket expenses) arising from any Taxes attributable to a breach by Developer the Purchaser or its Affiliates (including, after the Closing, the Company) of its representationsany of the covenants and obligations contained in this Article VI, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) all liabilities for Transfer Taxes required to be paid by the Purchaser pursuant to Section 6.6. (c) For purposes of this Section 6.3, in order to apportion appropriately any Taxes relating to a Straddle Period, the parties hereto shall, to the extent required or permitted under applicable Law, treat the Closing Date as the last day of the taxable year or period of the Company for all Tax purposes. In any case where applicable Law does not permit the Company to treat the Closing Date as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall be: (i) in the case of Taxes that are imposed on PacifiCorpa periodic basis (such as real property taxes), deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the 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) (such as a transferee (x) taxes that are based upon or successormeasured by income or receipts or imposed in connection with any sale or other transfer or assignment of property (real or personal, by contract tangible or pursuant to any Lawintangible) and (y) payroll and similar Taxes), which Taxes relate to an event or transaction occurring prior deemed equal to the close of business amount that would be payable if the taxable year or period ended on the day immediately preceding the Closing Date. (bd) Developer All amounts payable or to be paid under this Section 6.3 (the "Tax Indemnity Payments") shall defend, indemnify be paid in immediately available funds within five (5) Business Days after the later of (i) the receipt of a written request from the Indemnified Party entitled to such Tax Indemnity Payment and hold harmless (ii) the PacifiCorp Indemnified Parties from and against any Change in date payment of the amount that is the subject of the Tax Law Losses suffered Indemnity Payment by the PacifiCorp Indemnified Parties. (c) If Developer fails Party entitled to cause all property (including all PTC Facilities) receive the Tax Indemnity Payment is due to the relevant Taxing Authority. Notwithstanding the foregoing, in the Project to be placed case of a Tax that is contested with a Tax authority in service within the meaning of accordance with 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 6.5 of this Agreement, then Developer the day of payment will not be earlier than three (3) days after the date a "determination" (as defined in Section 1313(a) of the Code) has occurred. Any amounts that are not paid within such required period shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofaccrue interest at an annual rate of three percent (3%) per year. (de) PacifiCorp In connection with this Article VI, the Seller hereby (i) waives any right of contribution or indemnification or similar right it may set off have against the Contract Price and any Progress Payments Company for any amounts due PacifiCorp or paid by the Seller hereunder, and (ii) waives any other PacifiCorp Indemnified Parties defense based on fault of the Company. (f) Any amounts payable pursuant to this Section 21.16.3 shall be subject to the provisions of Section 7.5(d) of this Agreement.

Tax Indemnification. (a) Developer Seller shall defendindemnify Company, indemnify its Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless the PacifiCorp Indemnified Parties from and against any: without duplication, any loss, claim, liability, expense, or other damage attributable to (i) income all Taxes (or franchise the non-payment thereof) of Company and its Subsidiaries for all taxable periods ending on or before the Effective Date and the portion through the end of the Effective Date for any taxable period that includes (but does not end on) the Effective Date including all Taxes arising out of or associated with the Pre-Closing Restructuring (“Pre-Effective Date Tax Period”; and such Taxes are referred to herein as “Pre-Effective Date Taxes”), (ii) all Taxes of Developerany member of an affiliated, Contractor consolidated, combined or Subcontractors unitary group of which Company or any of their respective Affiliates; its Subsidiaries (iior any predecessor of any of the foregoing) Preis or was a member on or prior to the Effective Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes; 6 or any analogous or similar state, local or foreign law or regulation, (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; of any Person (ivother than Company and its Subsidiaries) imposed on Company or 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, Subsidiaries as a transferee or successor, by contract or pursuant to any Lawlaw, rule or regulation, which Taxes relate to an event or transaction occurring prior to on or before the close 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 business on the day immediately preceding the Closing Date. (b) Developer shall defend, indemnify Seller and hold them harmless the PacifiCorp Indemnified Parties from and against without duplication, any Change 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 regulation, (iii) any and all taxes of any Person (other than Company and its Subsidiaries) imposed on Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring after the Closing and (iv) the Taxes and fees for which Buyer is responsible as described in Tax Law Losses suffered subsection (vi) below. Any amount payable under the indemnity provided under this §6(d)(i) shall be determined by the PacifiCorp Indemnified Parties. (c) If Developer fails reference to cause all property (including all PTC Facilities) actual losses or expenses in the Project same manner as if such indemnity were for Adverse Consequences pursuant to §9 and for instance, shall be reduced by any Tax benefit accruing to any indemnified Party which is correlative to the incurring of or payment of a Tax Liability indemnified for hereunder. All claims for indemnity under this §6(d)(i) shall be considered to be placed in service within Adverse Consequences subject to indemnity under §9, and shall be subject to 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, procedures only but not if such failure is solely the result of the acts limitations specified therein except as otherwise provided in this §6(d). If a Party indemnified pursuant to this §6 receives a refund for credit or omissions of PacifiCorp in breach of other reimbursement with respect to Taxes for which it has been indemnified under this Agreement, then Developer such party shall defendpay over such refund, indemnify and hold harmless credit or other reimbursement to the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofindemnifying Party. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Each Purchaser Indemnified Party shall defend, indemnify be indemnified and hold held harmless the PacifiCorp Indemnified Parties from by Sellers for and against anyagainst: (i) income or franchise the Applicable Share of any and all Taxes of Developerthe Acquired Companies (including any obligation to contribute to the payment of a Tax determined on a consolidated, Contractor combined or Subcontractors 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 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 their respective Affiliates; Affiliates (iiother than the Acquired Companies) Pre-and 51% of any Liability of the Acquired Companies for Taxes resulting from their failure to get full credit for payment of the Accounting Dividend Tax within 36 months from the Closing Taxes; 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) Transfer Taxes for which Developer 100% of any and all Losses arising out of, resulting from or 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 responsible pursuant to Section 21.2; (iv) any Taxes directly attributable to a breach by Developer any Purchaser or any of its representationsAffiliates (including the Acquired Companies after the Closing Date) of Section 7.02, warranties and (iv) the Applicable Share of any and all Losses arising out of, resulting from or covenants 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). (b) 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 Losses arising out of, 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 Taxes 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 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 Taxes for a Pre-Closing Tax Period as determined pursuant to Section 4.8 and 9.07(a) shall initially be effected by their payment to Purchasers of the excess of (i) the Applicable Share of any such Taxes for a Pre-Closing Tax Period (as may be evidenced by any Tax Return prepared in accordance with Section 4.14; and 7.01 or as otherwise indicated in a written notice prepared by Purchasers) over (vii) the sum of (A) the amount of such Taxes imposed paid by Sellers or any of their Affiliates, other than the Acquired Companies, at any time plus the Applicable Share of the amount of such Taxes paid by the Acquired Companies on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close Closing Date plus the Applicable Share of business the reserve for Taxes, excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income, established on the day immediately preceding 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) any Tax Claim for which the proceedings are in progress as of the Closing; provided, however, Sellers shall not settle any such Tax Claim without Purchasers' consent, which shall not be unreasonably withheld, and Purchasers may participate in 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 Representative's consent, which shall not be unreasonably withheld, and Sellers may participate in any such proceedings at its own expense upon written notification to Purchaser. Purchasers shall control at their own expense all proceedings with respect to any Tax Claim relating to a Tax Period beginning after the Closing Date. (bg) Developer Sellers, Purchasers, and the Acquired Companies, and each of their respective Affiliates shall defendreasonably cooperate with each other in contesting any Tax Claim. Such cooperation shall include the retention and, indemnify and hold harmless upon 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 Project to be placed in service within the meaning of Section 45 request of the Code no later than party or parties controlling proceedings relating to such Tax Claim, the end provision to such party or parties of the fourth calendar year after the date records and information which are reasonably relevant to such Tax Claim, and making employees available on which construction began, regardless a mutually convenient basis to provide additional information or explanation of whether any material provided hereunder or to testify at proceedings relating to 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofTax Claim. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Seller shall defend, indemnify each Buyer Indemnitee and hold them harmless the PacifiCorp Indemnified Parties from and against any: (i) income any Loss attributable to any breach of or franchise Taxes of Developer, Contractor inaccuracy in any representation or Subcontractors or any of their respective Affiliateswarranty made in Section 3.22; (ii) Pre-Closing Taxesany Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) Transfer all Pre-Closing Taxes for which Developer is responsible pursuant to Section 21.2of the Company or Holdco; (iv) all Taxes of any Taxes attributable member of an affiliated, consolidated, combined or unitary group of which the Company or Holdco (or any predecessor of the Company or Holdco) is or was a member on or prior to the Closing Date by reason of a breach by Developer liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of its representationsforeign, warranties state or covenants pursuant to Section 4.8 and Section 4.14local Law; and (v) any and all Taxes of any person imposed on PacifiCorp, as a the Company or Holdco arising under the principles of transferee or successorsuccessor liability or by contract, by contract or pursuant to any Law, which Taxes relate relating to an event or transaction occurring prior to the close of business on the day immediately preceding before the Closing Date; provided, however, that Seller shall not be liable for or required to indemnify any Buyer Indemnitee from or against (A) Taxes that arise as a result of 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 Company or Holdco created before the Closing; or (z) pursuant to 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) Developer Buyer shall defend, indemnify each Seller Indemnitee and hold them 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 Project to be placed in service within the meaning of Section 45 Taxes 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 Company and Holdco not indemnified 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Seller pursuant to this Section 21.16.03(a).

Tax Indemnification. (a) Developer After the Closing Date, the Sellers shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties Buyers and the Companies from and against any: (i) income or franchise all Taxes of Developerthe Sellers attributable to the Sellers’ ownership of the Acquired Assets or the operation of the Business on or before the Closing Date other that the Assumed Tax Liabilities, Contractor or Subcontractors or any of their respective Affiliates; (ii) Pre-Closing Taxes; any increase in the Assumed Tax Liabilities that results from the Tax Attributes being different from the Tax Assumptions, (iii) Transfer any Taxes for which Developer is responsible pursuant of the Acquired Subsidiaries attributable to Section 21.2; any taxable period (or portion thereof) ending on or before the Closing Date, (iv) any increase in Tax liability resulting from any Company being liable for any Taxes attributable to (1) of any consolidated group of which any Company was a breach by Developer of its representations, warranties member on or covenants before the Closing Date pursuant to Section 4.8 and Section 4.14; 1.1502-6 of the Treasury Regulations or any analogous state, local or foreign provisions and (v2) Taxes imposed on PacifiCorp, of any Person as a transferee or successor, by contract or pursuant otherwise for any taxable period (or portion thereof) ending on or before the Closing Date and (v) any sales, use or similar Taxes the Companies or the Buyers are required to any Lawimpose, which collect or pay, whether or not such Taxes relate are payable before or after the Closing, to an the extent such Taxes must be imposed, collected or paid on equipment, products or services sold or contracted for lease by the Companies prior to Closing. In the event or transaction occurring a taxable period includes a period prior to the close Closing Date, Taxes shall, in the case of business real and personal property Taxes, be apportioned ratably to such taxable period on a daily basis and, in the day immediately preceding case of other Taxes, be apportioned to such taxable period based on a closing of the books on 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer shall defendSubject 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 each of them harmless the PacifiCorp Indemnified Parties from against any and against any: all Damages for or in respect of: (i) income Taxes actually incurred by, imposed upon, or franchise Taxes assessed against United as a result of Developer, Contractor or Subcontractors relating to any Tax period ending on or any of their respective Affiliates; before the Closing Date; (ii) PreTaxes 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 TaxesDate; and (iii) Transfer Taxes for which Developer is responsible pursuant any period ending after, and including, the Closing Date with respect to Section 21.2; (iv) any Taxes attributable to a breach by Developer the business, affairs, operations and transactions of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring United prior to the close of business on the day immediately preceding 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 harmless against, any damages for or in respect of Taxes incurred by, imposed upon, or assessed against Citizens or the Surviving Corporation as a result of or relating to: (iv) 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) Developer shall defendCitizens will notify Chaswil promptly of the commencement of any claim, indemnify and hold harmless audit, examination, or other proposed change or adjustment by any taxing authority concerning the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered or other Damages covered by the PacifiCorp Indemnified PartiesSECTION 10.1(A) hereof ("TAX CLAIM"). (c) If Developer fails to cause Citizens will furnish Chaswil promptly with copies of all property 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 PTC Facilities) in the Project to be placed in service within the meaning of Section 45 of the Code no later than the end of the fourth events at least 14 calendar year after days before 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 payment of the acts Tax is due or, if earlier, at least 14 calendar days before the date on which the ability of United or omissions of PacifiCorp in breach of this AgreementCitizens, then Developer shall defend, indemnify and hold harmless to defend against the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofTax Claim is irrevocably prejudiced. (d) PacifiCorp 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 set off 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 administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such Tax Claim. United or Citizens will take such lawful action in connection with the contest or refund suit as Chaswil may reasonably request in the prosecution of the 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 Contract Price Tax Claim is irrevocably prejudiced, [ii] a reasonable basis exists for such contest or refund suit, and [iii] Chaswil acknowledges (without reservation of rights) Chaswil'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 Liability of United or Citizens for taxes with respect to any Progress Payments period ending after the Closing Date, then Citizens may, at its expense, participate in any amounts due PacifiCorp such contest or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1refund suit and neither party shall compromise or settle such contest or refund suit without the consent of the other.

Tax Indemnification. The Sellers shall --------------- ------------------- severally indemnify the Parent and the Buyer and their affiliates (aincluding the Company and its Subsidiaries) Developer shall defendand each of their respective directors, indemnify officers, employees, stockholders, agents and other representatives against and hold them harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise any liability for Taxes of Developerthe Company or its Subsidiaries for any Pre-Closing Tax Period (except to the extent such taxable period began before and continues after the Closing Date, Contractor 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 Subcontractors similar fees and expenses for any item attributable to any item in clause (i) or any (ii) above (collectively, a "Tax Loss"). The Seller's indemnification obligations under this Section 9(a) shall be limited to the excess of amounts reserved (if any) for payment of Taxes set forth in the Closing Balance Sheet. The Parent and the Buyer shall, and after the Closing shall cause the Company and its Subsidiaries to, jointly and severally indemnify each Seller and its affiliates and each of their respective Affiliates; employees, agents and representatives against and hold them harmless from any liability for Taxes and other Tax Losses of the Company or its Subsidiaries for any taxable period ending after the Closing Date (ii) except to the extent such taxable period began before the Closing Date, in which case such indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period). In the case of any taxable period that includes (but does not begin or end on) the Closing Date (a "Straddle Period"): (A) Notwithstanding the assessment date, real property, personal property and municipal license taxes (collectively, the "Special Taxes; ") of the Company and its Subsidiaries for any Pre-Closing Tax Period (iiiother than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement, or the transactions contemplated hereby) Transfer shall be equal to the amount of such Special Taxes for the fiscal year (or semester, if applicable) to which Developer they relate multiplied by a fraction the numerator of which is responsible pursuant to Section 21.2the number of days that have elapsed during the particular fiscal year (or semester, if applicable) that are in the Pre-Closing Tax Period and the denominator which is 365 (or 182 in the case of a semester); and (ivB) any the Taxes attributable to a breach by Developer of the Company or its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and Subsidiaries (vother than the Special Taxes) for the Pre-Closing Tax Period (other than Taxes imposed on PacifiCorp, in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be computed as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to if such taxable period ended as of the close of business on the day immediately preceding Closing Date. The indemnification obligations of the Sellers in respect of Taxes for a Straddle Period shall equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (I) the amount of such Taxes for the Pre-Closing Tax Period paid by the Sellers or any of their affiliates (other than the Company) at any time and (II) the amount of such Taxes paid by the Company or its Subsidiaries on or prior to the Closing Date. Date and, as provided in Section 9(a) above, shall be limited to the excess of amounts reserved (bif any) 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) for payment of Taxes set forth in the Project Closing Balance Sheet. The Sellers shall initially pay such excess 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 Buyer five days prior to the date on which construction beganthe 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, regardless of whether such failure is caused by or five days prior to the result of Force Majeure, but not if such failure is solely the result date satisfaction 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 losses suffered Tax liability is required by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties relevant taxing authority). The payments to be made pursuant to this paragraph by the Sellers with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Department of the Treasury Model Form SC 2845 or any successor form) with respect to Taxes for the Straddle Period. The indemnification obligations of the Sellers provided under this Section 21.19(a) shall terminate when the applicable statute of limitations has expired.

Tax Indemnification. (a) Developer 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 Purchaser or ▇▇▇▇▇▇▇▇▇ Subsidiary with respect to any period prior to the Closing Date, then the Company and the Principal, jointly and severally, shall defend, indemnify and hold the Purchaser and ▇▇▇▇▇▇▇▇▇ Subsidiary harmless the PacifiCorp Indemnified Parties from and against any: 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 (ias 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) income at such time and on such terms as it shall deem appropriate or franchise Taxes of Developerassume the entire defense thereof, Contractor provided, however, that the Company or Subcontractors the Principal shall in no event take any position in such settlement or defense that subjects the Purchaser or ▇▇▇▇▇▇▇▇▇ Subsidiary to any civil fraud 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 civil or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding the Closing Datecriminal penalty. (b) Developer 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 defend, indemnify and hold the Company harmless the PacifiCorp Indemnified Parties from and against against, and shall pay the full amount of such tax liability, including any Change in Tax Law Losses suffered by the PacifiCorp Indemnified Parties. interest, additions to tax and penalties thereon, together with interest on such additions to tax or penalties (c) If Developer fails to cause all property (including all PTC Facilities) in the Project to be placed in service within the meaning of Section 45 as well as reasonable attorneys' or other fees and disbursements of the Code 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 the subject of indemnification under this Section 9.4(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 later than event take any position in such settlement or defense that subjects the end of the fourth calendar year after the date on which construction began, regardless of whether such failure is caused by Company 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 Principal to any and losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp civil fraud or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1civil or criminal penalty.

Tax Indemnification. (a) Developer From and after the Closing, the Seller shall defendpay and shall indemnify, indemnify defend and hold harmless the PacifiCorp Indemnified Parties each Purchaser Indemnitee from and against any: any and all Damages asserted against, resulting to, imposed upon or suffered by any Purchaser Indemnitee, arising out of or related to: (i) income all Taxes imposed on or franchise Taxes of Developer, Contractor payable with respect to the Acquired Entities or Subcontractors or any of their respective Affiliates; Subsidiaries or their businesses relating or attributable to any Pre-Closing Tax Period and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date (in the manner determined pursuant to Section 8.3); (ii) Taxes of a person other than any of the Acquired Entities or their respective Subsidiaries for which the Acquired Entities or their respective Subsidiaries may be liable (A) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non-U.S. Tax Law) as a result of being a member of any group which files or has filed a Tax Return on a consolidated, combined, or unitary basis for a Pre-Closing Taxes; Tax Period or (iiiB) 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 transferee or successor, by contract contract, or pursuant otherwise; (iii) any breach of or inaccuracy in any representation or warranty contained in Section 4.5 or 5.5 hereof; (iv) any payments required to be made after the Closing Date under any LawTax Sharing Agreement or similar contracts (whether or not written) to which the Acquired Entities or any of their Subsidiaries was obligated, which Taxes relate to an event or transaction occurring was a party, on or prior to the close of business on the day immediately preceding the Closing Date; and (v) any breach by the Seller or the failure by the Seller to perform any of the covenants made by it or agreements entered into contained in this Article 8. (b) Developer From and after the Closing, Purchaser shall defendpay and shall indemnify, indemnify defend and hold harmless the PacifiCorp Indemnified Parties each Seller Indemnitee from and against any Change in Tax Law Losses and all Damages asserted against, resulting to, imposed upon or suffered by any Seller Indemnitee, arising out of or related to: (i) all Taxes imposed on or payable by the PacifiCorp Indemnified PartiesAcquired Entities or their respective Subsidiaries relating or attributable to any Post-Closing Tax Period and the portion of any Straddle Period deemed to begin after the Closing Date (in the manner determined pursuant to Section 8.3); (ii) the Taxes set forth in Section 8.7(b)(ii) of the Disclosure Schedules; and (iii) any breach by Purchaser or the failure by Purchaser to perform any of the covenants made by it or agreements entered into contained in this Article 8. (c) If Developer fails In calculating amounts payable to cause a Purchaser Indemnitee or a Seller Indemnitee under this Section 8.7, the amount of any Damages shall be determined without duplication of any other Damages for which an indemnification claim has been made under any other covenant, agreement, representation or warranty, including Article 10 hereof. Any Purchaser Indemnitee or Seller Indemnitee having a claim under these indemnification provisions shall make a good faith effort to recover all property (including all PTC Facilities) losses, damages, costs and expenses from insurers of such Purchaser Indemnitee or Seller Indemnitee under applicable insurance policies so as to reduce the amount of any Damages hereunder, provided that such recovery is not reasonably anticipated to result in an increase in the Project insurance premiums to be placed in service within paid by such Purchaser Indemnitee or Seller Indemnitee. The foregoing shall not require the meaning maintenance of Section 45 any insurance. The amount of any Damages shall be reduced to the extent that the Purchaser Indemnitee or Seller Indemnitee receives any insurance proceeds or other payment with respect to any Damages from an unaffiliated party (it being understood that the Acquired Entities and their respective Subsidiaries shall not be considered, for this purpose, Affiliates 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 Seller 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofits Affiliates). (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. In addition to the indemnification obligations set forth in Section 9.1 above, the Effective Time Holders shall, based on the each Effective Time Holders Pro Rata Portion, severally, and not jointly, indemnify the Acquiror Indemnified Persons from and against any Damages without duplication resulting from or arising out of (a) Developer shall defend, indemnify and hold harmless all Taxes (or the PacifiCorp Indemnified Parties from and against any: (inon-payment thereof) income or franchise Taxes of Developer, Contractor or Subcontractors Company or any Company Subsidiary for all taxable periods ending on or before the Closing Date and the portion through the end of their respective Affiliates; the Closing Date for any Straddle Period (ii) “Pre-Closing Taxes; Tax Period”), (iiib) Transfer all Taxes for of any member of an affiliated, consolidated, combined or unitary group of which Developer Company or any Company Subsidiary (or any predecessor of Company or any Company Subsidiary) is responsible or was a member on or prior to the Closing Date, including pursuant to Section 21.2; Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, (ivc) any and all 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 any Person imposed on PacifiCorp, Company or any Company Subsidiary as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring prior to before the close Closing; and (d) any Tax imposed under Section 965 of business on the day immediately preceding Code; provided, however, that in the Closing Date. case of clauses (a), (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 above, the Effective Time Holders shall be liable only to cause all property the extent that such Taxes exceed the amount, if any, reserved for such Taxes on the Closing Balance Sheet. The Effective Time Holders shall reimburse Acquiror for any Taxes that are the responsibility of the Effective Time Holders within fifteen (including all PTC Facilities15) Business Days after payment of such Taxes by Acquiror or the Company. The Threshold and the Cap shall not apply with respect to any Damages arising from the matters set forth in this Section 9.7; provided, in no event shall an Effective Time Holder be responsible for aggregate Damages under this Section 9.7 and Section 9.1(a) in the Project to be placed in service within the meaning excess of Section 45 such Effective Time Holder’s Pro Rata Portion of the Code no later than the end of the fourth calendar year after the date on which construction beganMerger Consideration; provided, regardless of whether such failure is caused by or the however, that an Effective Time Holder shall be responsible for any and all Damages that are a result of Force Majeure, but not if such failure is solely Effective Time Holder’s Fraud or Willful Breach. To the result of the acts or omissions of PacifiCorp extent that any Damages claimed in breach of this Agreement, then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties an Officer’s Certificate pursuant to this Section 21.1.9.7 overlaps with a claim for Damages pursuant to

Tax Indemnification. (ai) Developer To the extent that any of the following Damages exceed $1,000,000 plus the amount of any unused Indemnity Credit (the "Tax Basket"), Seller shall defendindemnify, indemnify defend and hold harmless the PacifiCorp Indemnified Parties Acquiror Group from and against any: (i) income any and all Damages asserted against, resulting to, imposed on or franchise Taxes of Developersuffered by the Acquiror Group, Contractor or Subcontractors or any member of their respective Affiliates; the Acquiror Group, directly or indirectly, by reason of or resulting from (iiA) except as provided in subparagraph (iii)(C) below, any and all Taxes other than U.K. Taxes imposed upon any of the Company or the Affiliated Entities (x) with respect to any taxable period ending on or before the Closing Date (such Taxes (excluding Acquiror Taxes and UK Taxes) are hereinafter referred to as "Pre-Closing Taxes" and such periods as "Pre-Closing Periods") and (y) with respect to any taxable period beginning before the Closing Date and ending after the Closing Date (such Taxes are hereinafter referred to as "Straddle Taxes" and such periods as "Straddle Periods") but only with respect to the portion of such Straddle Period ending on the close of the Closing Date and in the manner provided in Section 8.9(e)(iv) hereof; (B) the breach of any representation made pursuant to Section 6.20 hereof; and (C) any and all Taxes imposed upon the Company or any Affiliated Entity pursuant to Treasury Regulation 1.1502-6 or comparable provision under state or local law. For purposes of the foregoing, if a Tax imposed upon an Affiliated Entity for a Pre-Closing Period or for the pre-closing portion of any Straddle Period results in a Tax Benefit for another Affiliated Entity for a Pre-Closing Period or for the pre-closing portion of any Straddle Period, any obligation of Seller to indemnify the Acquiror Group pursuant to this Section 8.9 shall be reduced by the amount of such Tax Benefit to the extent that such Tax Benefit is Actually Realized. (ii) Without limiting the generality of Section 8.9(e)(i) above, Seller shall indemnify, defend, and hold harmless the Acquiror Group from and against any and all Damages asserted against, resulting to, imposed on, suffered by the Acquiror Group, or any one of them, directly or indirectly, by reason of or resulting from (A) the failure of any of the Company or any of the Affiliated Entities referred to in Section 6.20(a) hereof to be S corporations or the termination of the status of the Company or any of the Affiliated Entities referred to in Section 6.20(a) hereof as S corporations, (B) except for Acquiror Taxes, the imposition of any Taxes on the Company for any taxable period in which the Company's election of subchapter S status was in effect (including, but not limited to, those taxes described in Section 1375 of the Code), or (C) the imposition of any Taxes on the Company or any of the Affiliated Entities as a result of the Election other than Acquiror Taxes. (iii) Transfer Acquiror shall indemnify, defend and hold harmless the Seller Group from and against any and all Damages, asserted against, resulting to, imposed on or suffered by the Seller Group, or any one of them, directly or indirectly, by reason of or resulting from any and all Taxes imposed upon the Company or any of the Affiliated Entities with respect to (A) any taxable period beginning after the Closing Date (such Taxes are hereinafter referred to as "Post-Closing Taxes" and such periods as "Post-Closing Peri- ods"), (B) any Straddle Taxes for any Straddle Period, but only with respect to the portion of such Straddle Period beginning the day after the Closing Date and in the manner provided for in Section 8.9(e)(iv) and (C) federal, state and local income Taxes incurred by the Company under Section 1374(a) of the Code and attributable to assets held by the Company for the first taxable year for which Developer is responsible pursuant to Section 21.2; an S election was in effect for the Company and which are held by the Company at the Closing ("Acquiror Taxes"). (iv) any For purposes of determining the amount of Taxes attributable for or which relate to a breach by Developer Straddle Period, the Closing Date shall be treated as the last day of its representationsa tax- able period, warranties 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: (A) in the case of Taxes that are either (x) based upon or covenants pursuant related to Section 4.8 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 Section 4.14; included the Closing Date, determined, to the extent permissi- ble under applicable laws, in a manner which is consistent with Seller's accounting practices and (v) Taxes imposed on PacifiCorp, business operations as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring in effect prior to the close Closing Date, and (B) in the cases of Taxes other than Taxes described in clause (A) hereof, shall be computed on a per diem basis determined, to the extent permissible under applicable laws, in a manner which is consistent with Seller's accounting practices and business on the day immediately preceding operations as in effect prior to the Closing Date. (bv) Developer If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") shall defendbe deliv- ered, indemnify and hold harmless sent, commenced, or initiated to or against the PacifiCorp Indemnified Parties Company or any of the Affiliated Entities by any taxing authority with respect to Taxes for which one party to this Agreement is entitled to indemnification from and another party, the Company or Affiliated Entity shall promptly notify Seller in writing of the Tax Claim. If a Tax Claim with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party shall be delivered, sent, commenced or initiated to or against Seller by any Change taxing authority, Seller shall promptly notify Acquiror in writing of such Tax Law Losses suffered by the PacifiCorp Indemnified PartiesClaim. (cvi) Seller may, upon timely notice to Acquiror, assume and control the defense of a Tax Claim involving only Pre-Closing Taxes at Seller's own cost and expense and with Seller's own counsel and Acquiror and its Affiliates agree to cooperate with Seller in pursuing such contest. If Developer fails Seller elects to cause assume the defense of any such Tax Claim, notwithstanding anything to the contrary contained herein, (A) Seller shall consult with Acquiror and shall not enter into any settlement with respect to any such Tax Claim without Acquiror's prior written consent if the effect of such settlement would be to increase the liability for Taxes of the Company or any of the Affiliated Entities for any Post-Closing Period, which consent shall not unreasonably be withheld; (B) Seller shall keep Acquiror in- formed of all property material developments and events relating to such Tax Claim; and (including C) at its own cost and expense, Acquiror shall have the right to participate in (but not to control) the defense of such Tax Claim. (vii) In connection with the contest of any Tax Claim that re- lates to (A) any Post-Closing Period, (B) any Straddle Period, (C) any Acquiror Taxes and (D) any Tax Claim that Seller has the ability to control but does not timely elect to control pursuant to Section 8.9(e)(vi), such contest shall be controlled by Acquiror, and Seller agrees to cooperate with Acquiror and its Affiliates in pursuing such contest. In connection with any such contest that relates to (B), (C) or (D) above, Acquiror shall keep Seller informed of all PTC Facilitiesmaterial developments and events relating to such Tax Claim and Seller, at Seller's own cost and expense, shall have the right to participate in (but not control) the defense of such Tax claim. Acquiror shall not enter into any settlement with respect to any such Tax Claim without Seller's prior written consent if the effect of such settlement would be to increase the liability for Taxes of the Company or any of the Affiliated Entities for which Seller would be liable or responsible pursuant to any provision of this Section 8.9, which consent shall not unreasonably be withheld. Nothing contained herein shall be construed as limiting Acquiror's right to indemnification under this Section 8.9. (viii) In the event that (A) after the Closing Date, there is an increase in the Project to be placed in service earnings and profits for the 1996 taxable year of any Affiliated Entity which was a "controlled foreign corporation" within the meaning of Section 45 957 of the Code no later than on or prior to the end Closing Date, (B) such increase in earnings and profits is allocated to Seller, (C) such allocation results in a portion of the fourth calendar year after payments received by Seller pursuant to this Agreement being recharacterized as ordinary income (as opposed to capital gain), and (D) such increase in earnings and profits results from a change made by Acquiror in the date on which construction began, regardless of whether such failure is caused by accounting practices or the result of Force Majeure, but not if such failure is solely the result business operations of the acts or omissions of PacifiCorp in breach of this AgreementAffiliated Entity before January 1, then Developer shall defend1997, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant extraordinary transaction outside the ordinary course of business before January 1, 1997, or from any purchase of preferred shares in the Acquiror Group or any sale of UK Securities, then Acquiror shall reimburse Seller for the incremental tax costs to this Section 21.1Seller arising from such recharacterization.

Tax Indemnification. (a) Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any: (i) income Seller shall be liable for, and shall indemnify, defend, and hold the Purchaser Parties harmless against all Taxes imposed on the Company or franchise with respect to the Acquired Business for all taxable periods (or portions thereof) ending on or prior to the Closing Date, except to the extent such Taxes of Developer, Contractor or Subcontractors or any of their respective Affiliates; are Permitted Liabilities. (ii) Pre-Purchaser and the Company shall be liable for, and shall indemnify, defend, and hold the Seller Parties harmless against all Taxes imposed on the Company or with respect to the Acquired Business for all taxable periods (or portions thereof) ending after to the Closing Taxes; Date and for any Taxes that are Permitted Liabilities. (iii) Transfer For purposes of Section 6.1(a) and this Section 6.1(c), the portion of any Taxes that are payable with respect to a taxable period beginning on or prior to the Closing Date and ending after the Closing Date (a “Straddle Period”) that shall be allocated to Seller is: (A) in the case of Taxes that are either (1) based upon or related to income or receipts or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; and (B) in the case of Taxes imposed on a periodic basis with respect to the assets or otherwise measured by the level of any item, shall be the product of (1) the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), and (2) a fraction, the numerator of which Developer is responsible pursuant the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 6.1(c)(iii) taking into account the type of the Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 21.2; 6.1(c)(iii) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (iv) Seller shall be entitled to any credit or refund of Taxes of the Company for any taxable period (or portion thereof) ending on or prior to the Closing Date, net of any Taxes attributable to borne by Purchaser or the Company as a breach by Developer result of its representations, warranties receipt of such credit or covenants pursuant to Section 4.8 and Section 4.14; and refund. (v) Taxes imposed on PacifiCorpFor the avoidance of doubt, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior the rules and procedures of Article V above shall apply to the 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 indemnification covenants set forth in Tax Law Losses suffered by the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) in the 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.6.1. Membership Interest Purchase Agreement Page 36 of 71 ▇▇▇▇▇ ▇▇▇▇▇▇▇, Singular Payments, LLC, and Payment Data Systems, Inc.

Tax Indemnification. (a) Developer shall defend12.2.1 Notwithstanding any other provision of this Agreement and except if otherwise reserved for or accrued on the Financial Statements or Closing Financial Statements, Seller hereby agrees to indemnify Purchaser against and hold it harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise all liability for 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 the Seller and the Company attributable to a breach by Developer taxable years or periods ending on or before the Balance Sheet Date and, in the case of its representationstaxable years or periods beginning before and ending after the Balance Sheet Date, warranties the portion of such years or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to periods ending at the close of business on the day immediately preceding Balance Sheet Date (the "Pre-Closing DateTax Period"), (ii) all liability whenever incurred for Taxes of Seller, and (iii) any liability resulting from a failure of Seller to fulfill his obligations under this Article XII. (b) Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against 12.2.2 Notwithstanding 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 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 other provision of this Agreement, then Developer shall defend, Purchaser hereby agrees to indemnify Seller against and hold him harmless from (i) any liability for Taxes of the PacifiCorp Indemnified Parties Company attributable to any taxable periods or portions thereof commencing after the Pre-Closing Tax Period; (ii) any liability resulting from and against a failure of Purchaser to fulfill its obligations under this Article XII; (iii) any and losses suffered liability for 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 PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp taxing authority or if revoked or terminated whether by Purchaser or any other PacifiCorp Indemnified Parties pursuant taxing authority; and (iv) any liability resulting from a failure of Purchaser to this Section 21.1timely pay any taxes of the Company.

Tax Indemnification. In addition to the indemnification obligations set forth in Section 10.1 above, the Kita Shareholders shall jointly and severally indemnify the Purchaser Indemnified Persons and hold them harmless from and against any Damages resulting from or arising out of (a) Developer shall defend, indemnify and hold harmless all Taxes (or the PacifiCorp Indemnified Parties from and against any: (inon-payment thereof) income or franchise Taxes of Developer, Contractor or Subcontractors the Company or any Company Subsidiary for all taxable periods ending on or before the Closing Date and the portion through the end of their respective Affiliates; the Closing Date for any Straddle Period (ii) “Pre-Closing Taxes; Tax Period”), (iiib) Transfer all Taxes for of any member of an affiliated, consolidated, combined or unitary group of which Developer the Company or any Company Subsidiary is responsible pursuant or was a member on or prior to Section 21.2; the Closing Date (ivother than the Company and the Company Subsidiaries), and (c) any and all 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 any Person imposed on PacifiCorp, the Company or any Company Subsidiary as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring prior to before the close Closing; provided, however, that in the case of business on the day immediately preceding the Closing Date. clauses (a), (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 above, the Kita Shareholders shall be liable only to cause all property (including all PTC Facilities) the extent that such Taxes exceed the amount, if any, accrued for such Taxes on the Closing Balance Sheet and included in the Project to be placed in service within Final Working Capital. The Kita Shareholders shall reimburse Purchaser for any Taxes that are the meaning of Section 45 responsibility of the Code no later than Shareholders within twenty (20) Business Days after payment of such Taxes by Purchaser, the end Company or any Company Subsidiary. For clarity, the Cap and the Threshold shall not apply with respect to any Damages arising from the matters set forth in this Section 10.6. In addition, in the event that as of the fourth calendar year after Closing Date any Pre-Closing Income Taxes or Tax Audit Assessment amounts do not result in an Operating Net Debt Overage, such amounts shall not be subject to the date on which construction beganindemnification obligations set forth in this Section 10.6. Notwithstanding the foregoing, regardless of whether such failure is caused by if any Pre-Closing Income Taxes or Tax Audit Assessment amounts exceed the result of Force Majeure, but not if such failure is solely the result respective amounts used for Pre-Closing Income Taxes or Tax Audit Assessment for purposes of the acts or omissions Operating Net Debt Overage calculation, such excess shall be subject to the indemnification obligations in favor of PacifiCorp the Purchaser Indemnified Persons as set forth in breach of this Agreement, then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.110.6.

Tax Indemnification. (a) Developer From the Post-Closing Indemnity Escrow Funds, the Parent shall defend, indemnify be indemnified and hold held harmless the PacifiCorp Indemnified Parties from and against any: against, any loss, claim, liability, expense, or other damage attributable to (i) income all Taxes (or franchise the non-payment thereof) of Company and its Subsidiaries for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable Period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), other than Taxes arising out of or relating to any [***]† Matter or arising as a result of the payment of Transaction Expenses or of The ▇▇▇▇ Firm Payout Amount as contemplated by this Agreement, (ii) all Taxes of Developerany member of an affiliated, Contractor consolidated, combined or Subcontractors unitary group of which Company or any of their respective Affiliates; its Subsidiaries (iior any predecessor of any of the foregoing) Preis or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-Closing Taxes; 6 or any analogous or similar state, local, or foreign law or regulation, and (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; of any Person (ivother than Company and its Subsidiaries) imposed on Company or 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, Subsidiaries as a transferee or successor, by contract or pursuant to any Lawlaw, rule, or regulation, which Taxes relate to an event or transaction occurring prior before the Closing other than an event or transaction that is or that result from any [***]† Matter or the payment of Transaction Expenses or of The ▇▇▇▇ Firm Payout Amount as contemplated by this Agreement. Notwithstanding the foregoing, any amounts owed to the close Parent pursuant to this Section 10.02 shall be reduced by (A) any Tax refunds actually received by the Parent that relate to the Taxes of business on the day immediately preceding Company for the Pre-Closing DateTax Period, (B) any Tax benefit actually realized by the Parent or the Company relating to the Pre-Closing Tax Period (or that could have been realized but for any reduction of any Tax benefit as a result of any [***]† Matter or as a result of the satisfaction of Transaction Expenses and The ▇▇▇▇ Firm Payout Amount as contemplated by this Agreement) or due to compensation or other deductions arising out of the payment of Transaction Expenses (including but not limited to bonus, severance or other payments under the Separation and Release Agreements) and related Employment Taxes as contemplated by, and other amounts made in accordance with, Section 1.06 and the other provisions of this Agreement, whether or not such deductions relate to the Pre-Closing Tax Period, and (C) a one-time deductible of $50,000. (b) Developer shall defend, Parent will indemnify and hold harmless the PacifiCorp Indemnified Parties Company and all Shareholder Indemnitees from and against against, any Change loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of Company and its Subsidiaries for all Taxable periods ending on or after the Closing Date (“Post-Closing Tax Period”), (ii) all Taxes (or the non-payment thereof) arising out of or relating to any [***]† Matter or arising out of or relating to the payment of Transaction Expenses or of The ▇▇▇▇ Firm Payout Amount as contemplated by this Agreement and (iii) any reduction in Tax Law Losses suffered net operating loss or other change in or affect on any pre-Closing Period tax attribute that results from any [***]† Matter or from the manner of payment Transaction Expenses or of The ▇▇▇▇ Firm Payout Amount (through the Transaction Expense and Merger Consideration Escrow Account as contemplated by this Agreement as compared to the PacifiCorp Indemnified Parties. treatment that would have applied had all Transaction Expenses and The ▇▇▇▇ Firm Payout Amount been paid directly and in full immediately prior to the Closing), but only for this clause (ciii), to the extent that the tax items in clause (iii) If Developer fails (because of being reduced) would increase the amount that Parent would be indemnified pursuant to cause all property (including all PTC FacilitiesSection 10.02(a) and only upon Parent being owed an indemnity pursuant to Section 10.02(a). † Certain confidential information contained in this document marked with [***] has been omitted and filed separately with the Project Securities and Exchange Commission pursuant to be placed in service within the meaning of Section 45 Rule 24b-2 of the Code no later than the end Securities Exchange Act of the fourth calendar year after the date on which construction began1934, 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofamended. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer After the Closing Date, each Cable Parent, with respect only to its formerly owned or controlled HoldCo Entities and their respective Subsidiaries and (in the case of TCI) TCI Partner, shall defend, indemnify and hold harmless Sprint, the PacifiCorp Indemnified Parties HoldCo Entities, TCI Partner, their Subsidiaries (if any) and each of their respective affiliates, successors and assigns from and against any Tax liability with respect to any Pre-Closing Non-Consolidated Return and with respect to any Tax liability for the Pre-Closing Tax Period on a Post-Closing Return (determined by treating the Closing Date as the last date of the taxable period) and with respect to any Non-Return Taxes attributable to the portion of the period covered by any payment of such Taxes which ends on or before the Closing Date (determined on a pro rata basis based upon the number of days covered by such payment which are on or before the Closing Date and the total number of days covered by such payment), in each case, to the extent such amount exceeds any amount previously paid to Sprint, the HoldCo Entities, TCI Partner, or their Subsidiaries (if any: ) with respect to such Tax pursuant to Section 7.3 or 7.5, as applicable. Each Cable Parent shall pay such amounts as it is obligated to pay to Sprint or the HoldCo Entities, TCI Partner or their Subsidiaries (if any) within 10 calendar days after payment of any applicable Tax liability by Sprint or the HoldCo Entities, TCI Partner, or their Subsidiaries (if any) and to the extent not paid by each Cable Parent within such 10-day period, the amount due shall thereafter include interest thereon at a rate per annum equal to the "overpayment rate" under Section 6621(a) of the Code (the "Overpayment Rate"), adjusted as and when changes to such Overpayment Rate shall occur, compounded semi-annually. Each Cable Parent shall indemnify and hold harmless Sprint and the HoldCo Entities, TCI Partner and their Subsidiaries (if any) and each of their respective affiliates, successors and assigns, from and against (i) income any Tax liability for periods prior to and including the Closing Date resulting from the HoldCo Entities, TCI Partner, or franchise their Subsidiaries (if any) which such Cable Parent formerly owned or controlled being severally liable for any Taxes of Developerany consolidated group of which any of the HoldCo Entities, Contractor TCI Partner, or Subcontractors their Subsidiaries (if any) are or were members pursuant to Treasury Regulations Section 1. 1502-6 or any of their respective Affiliates; analogous state or local tax provision (including, without limitation, any Tax liability with respect to any Pre-Closing Consolidated Return), and (ii) Preany Tax liability resulting from the HoldCo Entities, TCI Partner, or their Subsidiaries (if any) which such Cable Parent formerly owned or controlled ceasing to be a member of any Selling Affiliated Group filing consolidated or combined Tax Returns. Any indemnification payments made by a Cable Parent under this Section 7.11(a) shall be allocated to the PCS Group. (b) After the Closing Date, Sprint and each of the HoldCo Entities and their Subsidiaries and TCI Partner, jointly and severally shall indemnify and hold harmless each Cable Parent and its Affiliates, successors and assigns from and against any Tax liability with respect to Post-Closing Taxes; (iii) Transfer , other than Post-Closing Taxes for which Developer a Cable Parent is responsible pursuant to Section 21.2; 7.11(a). Sprint shall cause the appropriate HoldCo Entity, TCI Partner, or their Subsidiaries (ivif any) to pay such amounts within 10 calendar days after payment of any Taxes attributable to a breach such Tax liability by Developer of its representationseach Cable Parent and, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close extent not paid by such HoldCo Entity, TCI Partner, or their Subsidiaries (if any) within such 10-day period, the amount due shall thereafter include interest thereon at the Overpayment Rate, compounded semi-annually. Any indemnification payments made by Sprint, any of business on the day immediately preceding HoldCo Entities, TCI Partner or their Subsidiaries under this Section 7.11(b) shall be charged to 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 PartiesPCS Group. (c) If Developer fails All claims for indemnification under this Section 7.11 (i) will be asserted and resolved as provided in Section 11.4 and (ii) shall be subject to cause all property (including all PTC Facilitiesthe limitations set forth in Sections 11.2(b) in the Project to be placed in service within the meaning of Section 45 and 11.2(c). The right of the Code no later than parties to commence a claim for indemnification under this Section 7.11 shall survive until the end 30th day following the expiration of the fourth calendar year after applicable statute of limitations period with respect to the date on which construction began, regardless subject matter 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofclaim. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer From and after the Closing, Seller shall defendindemnify the Purchaser Indemnitees against, indemnify and hold them harmless the PacifiCorp Indemnified Parties from and against anyfrom, without duplication, Losses in respect of: (i) income or franchise any Taxes of Developerthe Company or any Company Subsidiary for Pre-Closing Tax Periods and the portion of any Straddle Period that ends on the Closing Date, Contractor (ii) any and all liability (as a result of Treasury Regulations Section 1.1502-6 or Subcontractors any similar provision of state, local or foreign Law or any provision of foreign Law relating to secondary Tax liabilities or otherwise) for Taxes of Seller or any other person (other than the Company or any Company Subsidiary) which is or has ever been affiliated with the Company or any Company Subsidiary or with whom the Company or any Company Subsidiary otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date, (iii) any breach of any covenant or agreement of Seller set forth in Section 5.02(b)(xvi) or Section 8.05, (iv) without duplication any Taxes incurred from the Restructuring that arise (1) on or prior to the Closing Date and (2) after the Closing Date to the extent such Taxes result directly from actions taken pursuant to the Restructuring Agreement (for the avoidance of doubt, any collateral tax consequences, e.g., use of net operating losses, resulting from the Restructuring are excluded from the indemnity obligation pursuant to this Section 10.03(a)), (v) any payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which the Company or any Company Subsidiaries was obligated, or was a party, on or prior to the Closing Date, (vi) all liability for Taxes (other than Taxes described in Section 8.05(b) and (c)) arising (directly or indirectly) as a result of the sale of the Shares or the other transactions contemplated hereby (including, without limitation, any Taxes arising as a result of the recognition by Seller, Company or any Company Subsidiary of any “deferred intercompany gain” or “excess loss account”) and (vii) all liability for Taxes (determined without regard to any deductions, credits, losses or other tax attributes of Purchaser or its Affiliates) attributable to any deemed royalty income under Section 367(d) (or any other applicable provision) of the Code from the transfer of intangible property by Aptuit, Inc. to Aptuit (Wales) Limited in September 2009 (“Covered Taxes”), but only to the extent such liability exceeds the aggregate net Tax benefit actually realized by Purchaser and its Affiliates after Closing from any net operating loss carryforwards or tax credits of the Company as of the Closing (as may be adjusted by any taxing authority, “Pre-Closing Tax Attributes”); provided that Purchaser shall use (or cause its Affiliates after Closing to use) any Pre-Closing Tax Attributes before using (or causing its Affiliates after Closing to use) any other tax attributes, to the extent permissible under applicable Tax Law; provided further that, in each case, Seller shall not indemnify any Purchaser Indemnitee under this Section 10.03 to the extent that the Tax Liability is reflected in Closing Working Capital or would not have arisen but for (x) an action or omission carried out or effected on the Closing Date after Closing by Purchaser or any of their respective its Affiliates; , other than any such action or omission carried out (iiA) in the ordinary course of business of Purchaser or its Affiliates, (B) in order to comply with any applicable Law or as contemplated by this Agreement, (C) taking place with the written approval of Seller or (D) pursuant to a legally binding obligation of the Company or a Company Subsidiary entered into on or prior to Closing or (y) a change in Law or GAAP after the Closing. For the purposes of this Section 10.03(a) other than clause (vii), a Loss shall include a Purchaser Indemnitee’s use of any Tax benefit that arises in a Post-Closing Tax Period to reduce any Tax described in this Section 10.03(a). Notwithstanding clause (vii) of this Section 10.03(a), until either (x) the Adjusted Pre-Closing Taxes; Tax Attributes have been reduced to zero or (iiiy) Transfer the aggregate amount of Covered Taxes for which Developer is responsible realized exceeds the aggregate net Tax benefit that would be realized by Purchaser and its Affiliates in respect of the Pre-Closing Tax Attributes if all Pre-Closing Tax Attributes had been actually utilized, no payment shall be due pursuant to Section 21.2clause (vii) to the extent such Covered Taxes are offset by deductions, credits, losses or other tax attributes of Purchaser or its Affiliates; provided that if this sentence would apply but for the application of clause (ivx) any or (y) hereof, the amount of Covered Taxes attributable to a breach by Developer of its representations, warranties or covenants indemnifiable pursuant to Section 4.8 clause (vii) shall be further reduced by the aggregate net Tax benefit that would be realized by Purchaser and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to its Affiliates in respect of the close of business on the day immediately preceding the Pre-Closing DateTax Attributes if all Adjusted Pre-Closing Tax Attributes were actually utilized. (b) Developer To the extent not previously indemnified pursuant to clause (vii) of Section 10.03(a), ten (10) Business Days prior to the Tax Guaranty Expiration Date, the Seller shall defend, indemnify make a payment to the Purchaser equal to all liability for Covered Taxes through such date but only to the extent such liability exceeds (i) the aggregate net Tax benefit actually realized by Purchaser and hold harmless its Affiliates after Closing from any Pre-Closing Tax Attributes and (ii) the PacifiCorp Indemnified Parties from aggregate net Tax benefit that would be realized by Purchaser and against any Change in its Affiliates if the Adjusted Pre-Closing Tax Law Losses suffered by the PacifiCorp Indemnified PartiesAttributes had been actually utilized as of such date. (c) If Developer fails to cause all property (including all PTC Facilities) in the 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 From and after the date Closing, Purchaser shall indemnify the Seller Indemnitees against, and hold them harmless from, without duplication: (i) any Taxes for Post-Closing Tax Periods (A) imposed on the Company or any Company Subsidiary or (B) for which construction beganthe Company or any Company Subsidiary is liable pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, regardless of whether such failure is caused by local or the result of Force Majeure, but not if such failure is foreign Law and (ii) any Taxes that arise solely the as a result of the acts or omissions of PacifiCorp in breach of this Agreementany covenant, then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofundertaking or other agreement of Purchaser contained in Section 8.05. (d) PacifiCorp may Any indemnity payment to be made under this Section 10.03 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five (5) business days prior to the date on which the relevant Taxes (including any estimated Tax payments) are required to be paid to the relevant Taxing Authority. (e) Any Taxes, deductions or credits for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period on a closing of the books basis (subject to any overriding allocation required in the United Kingdom by Law), except that in the case of Taxes, deductions or credits determined on a periodic basis, the amount of Tax, deduction or credit shall be allocated on a daily pro rata basis. (f) The indemnification obligations set off against forth in Section 10.03 shall survive the Contract Price Closing until 30 days after the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) with respect to Taxes imposed by any Taxing Authority; provided that such obligations to indemnify and hold harmless shall not terminate with respect to any Progress Payments any amounts due PacifiCorp item as to which the person to be indemnified or a related party thereto, or any other PacifiCorp Indemnified Parties pursuant person on behalf of such indemnified person or related party, shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to this Section 21.1the indemnifying party.

Tax Indemnification. (a) Developer From and after the Closing, Seller shall defend, indemnify Purchaser Indemnitees against and hold them harmless the PacifiCorp Indemnified Parties from and against any: (i) income any Taxes imposed on or franchise Taxes of Developerwith respect to the Transferred Entities for any Pre-Closing Tax Period, Contractor or Subcontractors or any of their respective Affiliates; (ii) Pre-Closing Taxes; any Taxes imposed on a Transferred Entity as a result of, at any time prior to the Closing, being a member of a consolidated, combined, unitary or similar group of companies, (iii) Transfer Taxes for which Developer is responsible pursuant to the breach of any covenant or other agreement of Seller contained in Section 21.2; 8.07, (iv) any Taxes attributable relating to the Acquired Assets allocated to Seller or Selling Affiliates under Section 1.03(b)(ii), (v) any Taxes imposed on a breach by Developer Transferred Entity as a result of: (A) change in method of its representations, warranties accounting; (B) installment sale; (C) open transaction or covenants (D) closing agreement pursuant to Section 4.8 and Section 4.14; and 7121 of the Code (vor any similar provision of state, local or foreign Tax Law), in each case ((A) Taxes imposed on PacifiCorp– (D)), occurring, entered into, or executed, as a transferee the case may be, on or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding the Closing Date; (vi) any Transfer Taxes applicable to the Acquisition to the extent such Taxes exceed $10,000,000 and (viii) any legal fees and other reasonable out-of-pocket expenses directly relating to clauses (i)-(v) of this section 10.03(a). (b) Developer From and after the Closing, Purchaser shall defendindemnify Seller against (i) any Taxes imposed on or with respect to the Transferred Entities for any Post-Closing Tax Period, (ii) any Taxes imposed on a Transferred Entity as a result of being a member of a consolidated, combined, unitary or similar group of companies at any time after the Closing, (iii) all Transfer Taxes, value added Taxes (or similar Taxes) to the extent such Taxes are not paid by Purchaser as required by Section 8.07(h) and filing or recording fees applicable to the Acquisition, (iv) the breach of any covenant or other agreement of Purchaser contained in Section 8.07 and (v) any Taxes relating to the Acquired Assets allocated to Purchaser under Section 1.03(a)(viii). The Purchaser’s liability for Transfer Taxes under this clause 10.03(b) shall be limited to the first $10,000,000 of Transfer Taxes. For the avoidance of doubt, amounts paid by Purchaser pursuant to Section 8.07(h) shall be credited against Purchaser’s obligation to indemnify and hold harmless the PacifiCorp Indemnified Parties from and against for any Change in Tax Law Losses suffered by the PacifiCorp Indemnified Partiesvalue added Taxes (or similar Taxes) under this Section 10.03(b). (c) If Developer fails to cause all property (including all PTC Facilities) in the Project Any indemnity payment to be placed made hereunder shall be paid within ten (10) days after the indemnified party makes written demand upon the indemnifying party, but in service within the meaning of Section 45 of the Code no later case earlier than the end of the fourth calendar year after five (5) business days prior to the date on which construction began, regardless of whether such failure is caused the relevant Taxes (including any estimated Tax payments) are required to be paid to the relevant taxing authority. Estimated Tax payments made by or on behalf of a Transferred Entity on or prior to 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 Closing Date shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against be credited to any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofindemnity obligation under Section 10.03(a)(i). (d) PacifiCorp may set off against Any Taxes for a Straddle Period shall be allocated between the Contract Price Pre-Closing Tax Period and the Post-Closing Tax Period on a closing of the books basis, except that in the case of Taxes, deductions or credits determined on a periodic basis, the amount of Tax, deduction or credit shall be allocated on a daily pro rata basis. These principles shall apply for the purposes of allocating any Progress Payments Taxes applicable to the Acquired Assets for the purposes of Article I and for allocating any amounts due PacifiCorp refunds or any other PacifiCorp Indemnified Parties pursuant credits of Tax. (e) Seller shall have no liability under Section 10.03(a)(i) to this the extent that liability is also a liability of Purchaser under Section 21.110.03(b)(ii)-(v). Purchaser shall have no liability under Section 10.03(b)(i) to the extent that liability is also a liability of Seller under Section 10.03(a)(ii)-(v).

Tax Indemnification. (a) Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise Without duplication of any right to recovery herein, the Seller Parties shall indemnify the Buyers and their Affiliates (including the Foreign Subsidiaries) (a “Tax Indemnified Buyer”) and hold them harmless from all Liability for (1) Taxes of Developer, Contractor or Subcontractors or any of their respective Affiliates; (ii) Foreign Subsidiary for all Pre-Closing Taxes; Taxable Periods (iiiincluding the portion of the Straddle Period ending on the Closing Date), (2) Transfer without duplication, Taxes imposed on a Tax Indemnified Buyer arising out of a breach of representation or warranty set forth in Section 5.16, or a failure of any such representation or warranty to be true, or breach of a covenant or agreement set forth in this Section 7.7, (3) without duplication, any Liability for Taxes of any member of any consolidated, combined or unitary or aggregate group of which Developer any Foreign Subsidiary is responsible or has been a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 21.2; 1.1502-6 (ivor any corresponding or similar provision of state, local or foreign Tax Law), (4) 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 any other Person imposed on PacifiCorp, any Foreign Subsidiary as a transferee or successor, by contract or pursuant otherwise, (5) any breach by the Seller Parties of the covenant set forth in Section 9.14, (6) without duplication, the India Tax Liability, (7) any Liability resulting from the failure by the Sellers or their Affiliates to comply with any Lawbulk sales, which Taxes relate to an event bulk transfer or transaction occurring prior similar Laws with respect to the close operation of business on the day immediately preceding Business during any Pre-Closing Taxable Period (but specifically excluding any such Liability relating to the Transactions), (8) without duplication, any Taxes that are Excluded Liabilities, (9) without duplication, any Taxes resulting from any Affiliate Liability described in Section 7.3, including any Taxes attributable to the actions or arrangements effecting the transfer, extinguishment or termination of any Affiliate Liability as contemplated by Section 7.3, whether such actions or arrangements are undertaken prior to, on, or subsequent to, the Closing Date. (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 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 including Taxes resulting from such failure is solely actions or arrangements taken by the result Buyers or their Affiliates which are not pursuant to a written request of, or consent by, a Seller Party or other Wilton Company, which consent shall not be unreasonably withheld, (10) without duplication, any taxes that are the responsibility of the acts or omissions of PacifiCorp Sellers pursuant to Section 2.4, and (11) all Liability for reasonable legal fees and expenses attributable to any item in breach clauses (1) through (10) of this Agreementparagraph (f); in each case, then Developer shall defend, indemnify and hold harmless in excess of the PacifiCorp Indemnified Parties from and against any and losses suffered by amount of the PacifiCorp Indemnified Parties Liability for Taxes that was included as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Current Liability in Closing Working Capital. Indemnification pursuant to this Section 21.17.7(f) shall be subject to the limitations set forth in Sections 8.3, 8.6 and 8.7 which are, by their terms, applicable to this Section 7.7(f), but shall not, for the avoidance of doubt, be subject to any other limitations set forth in Article 8. (ii) Without duplication of any right to recovery herein, the Buyers shall indemnify the Seller Parties and their Affiliates (a “Tax Indemnified Seller”) and hold them harmless from all Liability for (1) Taxes of the Foreign Subsidiaries for all Post-Closing Taxable Periods (including the portion of the Straddle Period beginning after the Closing Date) other than with respect to a breach of any representation or warranty set forth in Sections 5.16(i), 5.16(k) or 5.16(l), or any claim arising under Sections 7.7(f)(i)(3), 7.7(f)(i)(4), 7.7(f)(i)(6), 7.7(f)(i)(8), 7.7(f)(i)(9), or 7.7(f)(i)(10), (2) any Taxes that are Assumed Liabilities, (3) without duplication, Taxes imposed on a Tax Indemnified Seller arising out of a breach of a covenants or agreement set forth in this Section 7.7, (4) any breach by the Buyers of the covenant set forth in Section 9.14, and (5) all Liability for reasonable legal fees and expenses attributable to any item in clauses (1) through (4) of this paragraph (f)(ii). Indemnification pursuant to this Section 7.7(f)(ii) shall be subject to the limitations set forth in Sections 8.3, 8.6 and 8.7 but shall not, for the avoidance of doubt, be subject to any other limitations set forth in Article 8.

Tax Indemnification. (a) Developer Notwithstanding any other provisions of this Agreement to the contrary, Foods shall defend, be liable for and shall indemnify Vail and its affiliates and hold them harmless the PacifiCorp Indemnified Parties for, from and against any: (i) income or franchise all liability for Taxes of DeveloperRals▇▇▇ ▇▇▇ any of its subsidiaries (except as provided in Section 10.5(d) and the immediately following paragraph) for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date (the "Pre-Closing Tax Periods"), Contractor including, without limitation, any liability for Taxes imposed upon Rals▇▇▇ ▇▇▇suant to Treasury Regulation " 1.1502-6 (and any comparable provision under applicable state or Subcontractors local law) as a result of being a member of any Affiliated Group or any of their respective Affiliates; combined or unitary group, and (ii) Pre-Closing Taxes; (iii) Transfer Taxes any liability for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes attributable to a breach by Developer Foods of its representationsobligations under this Agreement. (b) Vail shall indemnify Foods and its affiliates and hold them harmless for, warranties or covenants pursuant to Section 4.8 from and Section 4.14; and against all liability for Taxes of Rals▇▇▇ ▇▇▇ any taxable period ending after the Closing Date (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior except to the close extent such taxable period began before the Closing Date, in which case Vail's indemnity will, other than for Taxes described in Section 10.5(a)(ii), cover only that portion of business any such Taxes that are not for the Pre-Closing Tax Period). (c) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Taxes of Rals▇▇▇ ▇▇▇ the Pre-Closing Tax Period shall be computed as if such taxable period ended on the day immediately preceding and included the Closing Date. (bd) Developer Foods shall defendnot be liable for and shall not indemnify Vail and its affiliates for, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any Change all liability for Taxes, other than Income Taxes, for the Pre-Closing Period (i) payment of which on a timely basis would be made with an original Tax Return filed by Rals▇▇▇ ▇▇▇er the Closing Date and (ii) computation thereof is made in Tax Law Losses suffered by a manner consistent with the PacifiCorp Indemnified Partiesprior and customary accounting practice of Rals▇▇▇. (c) If Developer fails to cause all property (including all PTC Facilities) in the 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer The Seller and the Guarantors shall defendbe jointly and severally liable for and shall jointly and severally indemnify the Buyer and its Affiliates (including the Company) and each of their respective officers, indemnify directors, employees, stockholders, agents and representatives (the "BUYER INDEMNITEES") and hold them harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise all liability for Taxes of Developerthe Company for the Pre-Closing Tax Period, Contractor or Subcontractors or any of their respective Affiliates; (ii) Pre-Closing Taxes; (iii) Transfer Taxes any liability for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes attributable to a breach by Developer the Company or the Seller of their respective obligations under this Agreement and (iii) all liability for reasonable legal fees and expenses for any item attributable to any item in clause (i) or (ii) above. Notwithstanding the foregoing, the Seller and the Guarantors shall not indemnify and hold harmless the Buyer Indemnitees from any liability for Taxes attributable to any action taken after the Closing by the Buyer or any of its representationsAffiliates (including the Company) (a "BUYER TAX ACT"). (b) The Buyer shall indemnify the Seller and hold it harmless from (i) all liability for Taxes of the Company for any period beginning after the Closing Date, warranties or covenants pursuant (ii) all liability for Taxes attributable to Section 4.8 and Section 4.14; a Buyer Tax Act and (viii) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant all liability for reasonable legal fees and expenses for any item attributable to any Lawitem in clause or above. (c) 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 and any other Taxes not measured in whole or in part by reference to income or revenues of the Company ("PROPERTY TAXES") 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 (ii) the Taxes relate of the Company other than Property Taxes allocable to an event or transaction occurring prior to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the day immediately preceding the Closing Date. (biii) Developer the Seller and the Guarantors' indemnity obligation in respect of Taxes for a Straddle Period shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered initially be fulfilled by the PacifiCorp Indemnified Parties. payment by the Seller or any of the Guarantors to the Buyer of the excess of (cA) If Developer fails such Taxes for the Pre-Closing Tax Period over (B) the amount of such Taxes for the Pre-Closing Tax Period paid by the Seller, the Guarantors or any of their Affiliates (other than the Company) at any time plus the amount of such Taxes for the Pre-Closing Tax Period paid by the Company on or prior to cause all property the Closing Date. The Seller or any of the Guarantors shall initially pay such excess amounts to the Buyer within thirty (including all PTC Facilities30) in days after the Project Return with respect to the liability for such Taxes is required to be placed in service within filed (or, if later, is actually filed). If the meaning amount of Section 45 such Taxes paid by the Seller, the Guarantors or any of the Code no later their Affiliates (other than the end Company) at any time exceeds the amount payable by the Seller pursuant to the preceding sentence, the Buyer shall pay to the Seller or the Guarantors the amount of the fourth calendar year such excess within thirty (30) days after the date on which construction began, regardless of whether Return with respect to the liability for such failure Taxes 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofrequired to be filed. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Seller shall defendindemnify, indemnify defend and hold harmless Buyer and its Affiliates (including the PacifiCorp Indemnified Parties Acquired Companies after the Closing) from and against any: any and all Damages imposed on, sustained, incurred or suffered by Buyer and such Affiliates, directly or indirectly, by reason of or resulting from any and all Taxes imposed upon the Acquired Companies (other than claims for Damages arising as a result of any Taxes imposed (x) on any Project Entity, Electric Holdings or Electric plc, or (y) due to any failure by any Project Entity, Electric Holdings or Electric plc, to fully comply with any applicable law or regulation relating to Taxes) with respect or pursuant to (i) income or franchise Taxes of Developerany Pre-Closing Period, Contractor or Subcontractors or any of their respective Affiliates; (ii) any taxable period beginning before the Closing Date and ending after the Closing Date (such periods referred to as "Straddle Periods"), but only with respect to the portion of such Straddle Period ending on the close of the Closing Date and in the manner provided in Section 7.2(c) hereof (such portion, a "Pre-Closing Taxes; Straddle Period"), (iii) Transfer Taxes Treasury Regulations Section 1.1502-6 (or any comparable provision under state, local, or foreign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group) for which Developer is responsible pursuant to Section 21.2; any Pre-Closing Period, or Pre- Closing Straddle Period and (iv) any Taxes attributable to a breach by Developer of its representations, warranties or covenants pursuant to inaccuracy in any representation contained in Section 4.8 4.2.17 hereof and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to covenant of the close of business on the day immediately preceding the Closing DateSeller set forth in this Article VII. (b) Developer Buyer shall defendindemnify, indemnify defend and hold harmless the PacifiCorp Indemnified Parties Seller and its Affiliates from and against any Change in Tax Law Losses and all Damages, resulting to, imposed on, sustained, incurred or suffered by Seller and such Affiliates, directly or indirectly, by reason of or resulting from any and all Taxes imposed upon the PacifiCorp Indemnified PartiesAcquired Companies with respect to (i) any taxable period beginning after the Closing Date (such periods are hereinafter referred to as "Post- Closing Periods"), (ii) actions (other than actions specifically called for by this Agreement) by Buyer, any of the Acquired Companies, any of the Project Entities, Electric Holdings or Electric plc on the Closing Date after the Closing), (iii) any Straddle Period, but only with respect to the portion of such Straddle Period beginning the day after the Closing Date and in the manner provided for in Section 7.2(c) hereof (such portion, a "Post-Closing Straddle Period"), and (iv) Taxes imposed as a result of a breach of or inaccuracy in any covenant of the Buyer set forth in this Article VII. (c) If Developer fails For purposes of calculating the Taxes imposed which relate to cause all property a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Closing Date shall be treated as the last day of a taxable period, and the portion of any such Taxes imposed that are allocable to the Pre-Closing Straddle Period: (including all PTC Facilitiesi) in the Project case of Taxes imposed that are either (x) based upon or related to income or receipts up until the Closing Date or (y) imposed in connection with any sale, transfer, assignment or distribution of property (real or personal, tangible or intangible), shall be placed deemed equal to the amount which would be assessable if the period for which such Taxes are imposed ended on and included the Closing Date, and (ii) in service within the meaning cases of Section 45 of the Code no later Taxes imposed other than the end of the fourth calendar year after the date Taxes imposed as described in clause (i) hereof, shall be computed 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofper diem basis. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer From and after the Closing, Central shall defendbe liable for and shall indemnify BrassRing and its officers, indemnify directors, employees, stockholders and representatives (the "BrassRing Indemnitees") against and hold them harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise any Pre-Closing Taxes of DeveloperCareer Services and Westech, Contractor or Subcontractors or any of their respective Affiliates; (ii) any liability of Career Services or Westech for the payment of any amount of Taxes as a result of Career Services or Westech being a member of an affiliated, consolidated or combined group with any other corporation at any time on or prior to the Closing Date and (iii) any liability of any Person with respect to the payment of Taxes as a result of any express or implied obligation of Career Services or Westech to indemnify any other Person. (b) From and after the Closing, BrassRing shall be liable for and shall indemnify Central and its officers, directors, employees, stockholders and representatives (the "Central Indemnitees") against and hold it harmless from all liabilities for Taxes of Career Services and Westech for any taxable period ending after the Closing Date (except to the extent (i) such taxable period began before the Closing Date, in which case the indemnity under this Section 8.02(b) shall cover only that part of any such Taxes that are not for the Pre-Closing Taxes; Tax Period of Career Services or Westech, or (iiiii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) such liability results from any Taxes attributable to a breach by Developer Central or Career Services of its representationsrepresentations and warranties contained in Sections 4.01(k)(iv), warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) or (vii)). (c) In the case of any Straddle Period: (i) real, personal and intangible property Taxes imposed on PacifiCorp("property Taxes") of Career Services and Westech for the Pre-Closing Tax Period shall equal 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 Career Services and Westech (other than property Taxes) for the Pre-Closing Tax Period shall be computed as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to if such taxable period ended as of the 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer shall defend12.2.1 Notwithstanding any other provision of this Agreement, Sellers hereby agree to indemnify Purchaser against and hold it harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise all liability for 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 the Company attributable to a breach by Developer taxable years or periods ending on or before the Closing Date and, in the case of its representationstaxable years or periods beginning before and ending after the Closing Date, warranties the portion of such years or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to periods ending at the close of business on the day immediately preceding Closing Date (the "Pre-Closing DateTax 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. (b) Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against 12.2.2 Notwithstanding 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 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 other provision of this Agreement, then Developer shall defend, Purchaser hereby agrees to indemnify Sellers and hold them harmless from (i) any liability for Taxes of the PacifiCorp Indemnified Parties Company attributable to any taxable periods or portions thereof commencing after the Pre-Closing Tax Period, and (ii) any liability resulting from a failure of Purchaser to fulfill its obligations under this Article XII. 12.2.3 In addition to, and against not in derogation of, the foregoing, in the event that the amount of any and losses suffered by Carryforward is reduced from the PacifiCorp Indemnified Parties amount set forth in Section 12.2 for any reason whatsoever, including, without limitation, as a result thereofof 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 reduction of the amount of such Carryforward. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (ai) Developer Seller shall defendpay or cause to be paid, indemnify shall be liable for, and shall indemnify, defend and hold each Indemnified Party harmless the PacifiCorp Indemnified Parties from and against any: any Losses related to (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 (vA) Taxes imposed on PacifiCorpor payable by the Company for, or attributable to, any Pre-Closing Tax Period (or for any Straddle Period, to the extent allocable (as determined pursuant to the last sentence of this Section 8.6(a)(i)) to the portion of such period ending on the Closing Date), except to the extent such Taxes (x) have been paid on or prior to the date of the Balance Sheet or are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Balance Sheet (rather than any notes thereto), (y) are taken into account in the calculation of the Adjustment Amount, or (z) arose after the date of the Balance Sheet in the ordinary course of business consistent with past practice of the Company and either (i) have been paid on or prior to the Closing or (ii) are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet (rather than any notes thereto), (B) Taxes, including capital gains Taxes, of Seller or any of its Affiliates (other than the Company) for any Tax period, (C) the unpaid Taxes of any Person (other than the Company) as a transferee or successor, by contract contract, or pursuant to otherwise, and (D) any Law, which Taxes relate to and all Losses incurred by an event or transaction occurring prior Indemnified Party to the close extent arising out of business or resulting from the breach of an agreement or covenant made in Sections 8.1(b)(xviii) or 8.6 by Seller. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Tax period ending on the day immediately preceding Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would by payable if the relevant Tax period ended on the Closing Date. (bii) Developer Payment in full of any amount due from Seller under this Section 8.6(a) shall defend, indemnify and hold harmless be made by Seller to the PacifiCorp Indemnified Parties from and against any Change affected party in Tax Law Losses suffered by immediately available funds at least two (2) Business Days before the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) in the Project to be placed in service within the meaning of Section 45 date payment of the Code Taxes to which such payment relates is due, or, if no later than the end of the fourth calendar year Tax is payable, within fifteen (15) days after the date on which construction began, regardless of whether written demand is made for 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofpayment. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Subject to Section 11.3, from and after the Closing Date, Sellers (for purposes of this Article 11 only, the “Tax Indemnifying Party”), shall defendbe responsible for, indemnify shall pay or cause to be paid, and shall indemnify, defend and hold harmless Buyer and the PacifiCorp Indemnified Parties from Companies and against anyreimburse Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date: (i) income all Taxes imposed on the Companies or franchise Taxes Buyer as a result of Developerthe operations of the Companies with respect to any taxable year or period ending on or before the Closing Date (including, Contractor or Subcontractors or for the avoidance of doubt, any of their respective Affiliatesamounts payable in connection with the matters set forth on Schedule 3.17(c)); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Companies or Buyer as a result of the operations of the Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing TaxesPeriods”); (iii) Transfer Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Companies file or have filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for which Developer is responsible pursuant to Section 21.2a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of Buyer Indemnitees payable as a result of any Taxes attributable to a inaccuracy in or breach by Developer of its representationsany representation or warranty made in Section 3.17 of this Agreement or any breach of any covenant contained in this Article 11, warranties or covenants pursuant to Section 4.8 and Section 4.14without duplication; and (v) any Taxes imposed on PacifiCorpor other payments required to be made after the Closing Date by the Companies to any Person under any Tax sharing, as indemnity or allocation agreement or other arrangement in effect prior to the Closing, whether or not written, with respect to a transferee Pre-Closing Period. Notwithstanding the foregoing, Buyer and the Companies shall be responsible for any sales or successor, by contract use Tax related to the transfer or deemed sale of the assets of the Companies pursuant to any Law, which Taxes relate to an event election under Section 338(h)(10) of the Code or transaction occurring prior to the close of business on the day immediately preceding the Closing Dateotherwise. (b) Developer 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 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 defendbe: (i) in the case of Taxes that are based upon or related to income or receipts, indemnify deemed equal to the amount that would be payable if the taxable year or period ended on the Closing Date; and hold harmless (ii) in the PacifiCorp Indemnified Parties from case of Taxes not described in subparagraph (i) above that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Interim Period ending on the Closing Date and against any Change the denominator of which is the number of calendar days in Tax Law Losses suffered by the PacifiCorp Indemnified Partiesentire relevant period. (c) If Developer fails Subject to cause all property (including all PTC Facilities) Section 11.5 and the limitations contained in the Project to be placed in service within the meaning Section 11.3(b), payment 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 losses suffered amount by the PacifiCorp Indemnified Parties as Tax Indemnifying Party under this Section 11.1 shall be made within 10 days following written notice by Buyer or a result thereofCompany to Sellers that a Company is required to pay such amounts to the appropriate Tax authority; provided, however, that the Tax Indemnifying Party shall not be required to make any payment to Buyer or a Company hereunder earlier than 5 Business Days before it is due to the appropriate Tax authority. (d) PacifiCorp may set off against the Contract Price All matters relating in any manner to Tax indemnification obligations and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to payments shall be governed exclusively by this Section 21.1Article 11.

Tax Indemnification. (a) Developer Sellers, jointly and severally, shall defend, indemnify the Surviving Company and each Buyer Indemnitee and hold them 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 any breach of or inaccuracy in any representation or warranty made in Section 3.22; (ii) any Taxes attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) all Taxes of the Company relating to the business of the Company for all Pre-Closing Tax Periods; (iv) 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 breach member prior to the Closing Date by Developer reason of its representationsa liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, warranties state or covenants pursuant to Section 4.8 and Section 4.14local Law; and (v) any and all Taxes of any person imposed on PacifiCorp, as a the Company arising under the principles of transferee or successor, by contract or pursuant to any Law, which Taxes relate successor liability with respect to an event or transaction entity acquired by the Company occurring prior to the close of business on the day immediately preceding before the Closing Date. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in connection therewith. Sellers shall reimburse Parent for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 6.03 within 10 Business Days after payment of such Taxes by Parent or the Company. (b) Developer The Parent and the Surviving Company, jointly and severally, shall defend, indemnify the Sellers and other Seller Indemnitees and hold them harmless the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered by Taxes attributable to or resulting from (i) the PacifiCorp Indemnified Parties. Merger, (cii) If Developer fails to cause all property the A&D Merger, (including all PTC Facilitiesiii) in the Project to be placed in service within the meaning Parent or Surviving Company’s payment of Section 45 any indebtedness of the Code no later than the end Company, or (iv) any action of the fourth calendar year after the date on which construction beganBuyers or their Affiliates with respect to Pre-Closing Tax Periods, regardless together with any additional Taxes resulting payment 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties indemnification payment pursuant to this Section 21.1paragraph. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in connection therewith. The Parent and the Surviving Company shall reimburse the Sellers and other Seller Indemnitees for any Taxes of the Company that are due by either Sellers within 10 Business Days after payment of such Taxes or other fees and expenses by either Seller or any Seller Indemnitees.

Tax Indemnification. 9.6.1.1 Sellers and Invensys shall jointly and severally indemnify the Purchaser Indemnified Parties and hold them harmless from and against any Losses attributable to (ai) Developer Excluded Taxes, (ii) all liability for Taxes attributable to a Seller Tax Act, (iii) a breach by any Seller or Invensys of its obligations under this Agreement that relate to Taxes, or (iv) a breach of the representations and warranties set forth in Section 4.11. Invensys shall defendcause the Sellers to reimburse Purchaser for Taxes of the Companies or the Subsidiaries that are the responsibility of the Sellers and Invensys pursuant to this Section 9.6 within fifteen (15) days after payment of such Taxes by Purchaser, any Company or any Subsidiary and the receipt by Sellers of a written description in reasonable detail from Purchaser of the nature of such Taxes. Notwithstanding the foregoing, Sellers and Invensys shall not indemnify and hold harmless the PacifiCorp Purchaser Indemnified Parties from and against any: any liability for Taxes attributable to (ia) income any action taken after the Closing on the Closing Date or franchise Taxes of Developerafter the Closing Date by Purchaser, Contractor or Subcontractors or any of their respective Affiliates; its Affiliates (iiincluding the Companies and Subsidiaries) Pre-Closing Taxes; or any transferee of Purchaser or any of its Affiliates (iiia "Purchaser Tax Act") Transfer Taxes for which Developer is responsible or (b) a breach by Purchaser of its obligations under this Agreement. For the avoidance of doubt, any (x) action required by applicable Law or taken pursuant to Section 21.2; this Agreement, or (ivy) any Taxes action attributable to a breach by Developer any Seller or Invensys of its representationsobligations under this Agreement shall not constitute a Purchaser Tax Act. 9.6.1.2 Purchaser shall, warranties or covenants pursuant to Section 4.8 and Section 4.14; shall cause the Companies and Subsidiaries to, indemnify the Seller Indemnified Parties and hold them harmless from (vi) all liability for Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to of the Companies and the Subsidiaries for any Law, which Taxes relate to an event or transaction occurring prior taxable period ending after the Closing Date (except to the close of business on the day immediately preceding 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 a Pre-Closing Tax Period) and (bii) Developer all liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement. Notwithstanding the foregoing, Purchaser (and the Companies and Subsidiaries) shall defend, not indemnify and hold harmless the PacifiCorp Seller Indemnified Parties from any liability for Taxes attributable to (a) any action taken before the Closing on the Closing Date or before the Closing Date by Sellers or any of their Affiliates (including the Companies and against Subsidiaries) (a "Seller Tax Act") or (b) a breach by any Change in Tax Law Losses suffered by the PacifiCorp Indemnified PartiesSeller or Invensys of its obligations under this Agreement. 9.6.1.3 For purposes of this Section 9.6, in the case of any Taxes imposed on a periodic basis and payable for a taxable period that includes (cbut does not end on) If Developer fails the Closing Date (a "Straddle Period"), the portion of such Taxes that relate to cause all property a Pre-Closing Tax Period shall (including all PTC Facilitiesx) in the Project case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be placed the amount of such Taxes for the entire taxable period multiplied by the fraction the numerator of which is the number of days in service within the meaning Straddle Period ending on the Closing Date and the denominator of Section 45 which is the number of days in the Code no later than entire Straddle Period, and (y) in the end case of any Taxes based upon or related to income or receipts, be deemed to be the fourth calendar year after amount which would be payable if the date relevant taxable period ended on which construction beganthe Closing Date, regardless of whether such failure provided that any credit, exemption, allowance or deduction that is caused by or the result of Force Majeurecalculated on an annual basis (including, but not if such failure is solely limited to, depreciation and amortization deductions) shall be allocated between the result period ending on the Closing Date and the period after the Closing Date in proportion to the number of the acts or omissions of PacifiCorp days in breach of this Agreement, then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofeach period. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer shall defendSubject to Section 8.7(d), Seller will indemnify and hold harmless the PacifiCorp Indemnified Parties from Buyer Indemnitees from, and against anypay and reimburse the Buyer Indemnitees for: (i) income or franchise any Taxes of Developerany Company for any taxable period ending on or before the Closing Date or the portion of any Straddle Period ending on the Closing Date (any such taxable period or portion thereof, Contractor or Subcontractors or any of their respective Affiliates; a “Pre-Closing Tax Period”), (ii) any Taxes of any Person (other than a Company) (A) imposed on any Company as a transferee or successor (but only if such Company is a transferee or successor of such Person as a result of an event or transaction occurring before the Closing) and (B) for which any Company is liable pursuant to Contract entered into prior to the Closing (other than any Contract entered into in the ordinary course of business and not primarily relating to Taxes) and which Taxes are for a Pre-Closing Taxes; Tax Period, (iii) any Transfer Taxes for which Developer Seller is responsible pursuant to Section 21.29.5, (iv) any Losses and any Taxes, directly or indirectly, resulting from, arising out of or attributable to (A) any inaccuracy as of immediately prior to the Closing of any representation or warranty made by Seller in Section 4.15(g) or (B) any breach of any covenant or agreement of Seller in this Agreement and (v) any reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) relating to any item described in clause (i) through (iv); provided, however, that (I) Seller shall be liable for Taxes under this Section 9.1(a) only to the extent that such Taxes exceed the amount, if any, reflected as a liability or 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 taking into account any adjustments of the Purchase Price relating to Working Capital pursuant to Section 2.5 and (II) Seller shall not be liable for any Taxes under this Section 9.1(a) resulting from, arising out of or attributable to any action taken or transaction entered into outside of the ordinary course of business by or at the direction of Buyer on the Closing Date after the Closing. (b) Buyer will indemnify and hold harmless the Seller Indemnitees from, and pay and reimburse the Seller Indemnitees for: (i) any Taxes of any Company for any taxable period beginning after the Closing Date or the portion of any Straddle Period that begins on or after the Closing Date (any such taxable period or portion thereof, a “Post-Closing Tax Period”), (ii) any Taxes resulting from, arising out of or attributable to any action taken or transaction entered into outside of the ordinary course of business by or at the direction of Buyer on the Closing Date after the Closing, (iii) any Transfer Taxes for which Buyer is responsible pursuant to Section 9.5, (iv) any Taxes resulting from, arising out of or attributable to a any breach by Developer of its representations, warranties any covenant or covenants pursuant to Section 4.8 and Section 4.14; agreement of Buyer in this Agreement and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant any reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) relating to any Lawitem described in clause (i) through (iv); provided, which however, that Buyer shall not be liable for Taxes relate or other amounts under this Section 9.1(b) to an event the extent that such Taxes or transaction occurring other amounts result from, arise out of or are attributable to any inaccuracy as of immediately prior to the Closing of any representation or warranty made by Seller in Section 4.15(g). (c) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (i) the amount of any Taxes based on or measured by income or receipts for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the day immediately preceding Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity shall be deemed to terminate at such time) and (ii) the amount of any other Taxes for the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing DateDate and the denominator of which is the number of days in such Straddle Period. (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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer From and after the Closing, each Stockholder and each Optionholder, in each case, severally and not jointly and pro rata in proportion to their respective Allocation Percentages, shall defendindemnify the Parent Indemnified Parties (including, indemnify after the Closing, the Company and its Subsidiaries), and hold them harmless the PacifiCorp Indemnified Parties from and against any: any Loss attributable to (i) income all Taxes (or franchise the nonpayment thereof) of the Company and its Subsidiaries for any Pre-Closing Tax Period, (ii) all Taxes of Developerany member of an affiliated, Contractor consolidated, combined or Subcontractors unitary group of which the Company or any of their respective Affiliates; (ii) Preits Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-Closing Taxes; 6 or any analogous or similar state, local or foreign Law or regulation, (iii) Transfer Taxes for which Developer is responsible pursuant any breach of any representation or warranty in Section 4.15 (Taxes) (subject to Section 21.2; Article IX (iv) any Taxes attributable to a breach by Developer of its representationsIndemnification)), warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on PacifiCorp, 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 no indemnification shall be provided for any Taxes taken into account as a Transaction Expense. Subject to Section 9.5(b), each Stockholder and Optionholder shall reimburse the Parent Indemnified Parties for any Taxes of the Company or its Subsidiaries which are the responsibility of such Stockholder or Optionholder pursuant to this Section 10.6 within fifteen (15) Business Days after payment of such Taxes by any Parent Indemnified Party. (b) The Parent Indemnified Parties’ right to assert a claim for indemnification for Taxes pursuant to Section 10.6(a) shall survive the Closing and continue in effect until the date sixty (60) days after the expiration of the applicable statute of limitations with respect to such Taxes, taking into account any extensions or waivers thereof. Notwithstanding the foregoing, if prior to the close of business on the last day immediately preceding of any applicable period, an Indemnifying Party shall have been properly notified of a claim for indemnity pursuant to Section 10.6(a) hereof and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity under Section 10.6(a) until such claim is finally resolved or disposed of in accordance with 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 Partiesterms hereof. (c) If Developer fails Any indemnification under this Agreement for Losses with respect to cause all property (including all PTC Facilities) in the Project Taxes other than with respect 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 a breach of this Agreementany representation or warranty set forth in Sections 4.15(b), then Developer (f), (i) and (k), shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofbe limited to Taxes attributable to Pre-Closing Tax Periods. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Any payment made to an Indemnified Parties Party pursuant to this Section 21.110.6 shall be treated for Tax purposes as an adjustment to the Aggregate Merger Consideration paid by Parent.

Tax Indemnification. (a) Developer shall defendSellers will be responsible for, will pay or cause to be paid, and will indemnify and hold harmless the PacifiCorp Indemnified Parties Purchaser, Parent and each Company and their respective Affiliates from and against any: against, any and all Damages for or in respect of each of the following: (i) income any and all Taxes with respect to any taxable period (or franchise portions thereof) of the Companies (or any predecessors thereof) ending on or before the Closing Date; (ii) any and all Taxes of Developerany member of an affiliated, Contractor consolidated, combined or Subcontractors unitary group of which any Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of the Liability of such Company pursuant to Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign Law; and (iii) any breach by Sellers of any representation, warranty, covenant or agreement contained in Section 3.2(j), Article XII or this Section 10.6; provided, however, that Sellers shall not be liable for or obligated to indemnify Purchaser or any Company (or any of their respective Affiliates; (ii) Pre-Closing Taxes; (iii) Transfer Taxes for which Developer is responsible pursuant to this Section 21.2; 10.6 for any (iva) any Damages or Taxes attributable to the extent that such Taxes are reflected as a breach by Developer of its representations, warranties Liability or covenants pursuant to Section 4.8 and Section 4.14otherwise specifically reserved against in the Closing Date Balance Sheet; and (vb) any Damages or Taxes imposed for any period (or portion thereof) commencing after the Closing Date (including any Taxes or Damages resulting from actions of Purchaser or any Affiliate of Purchaser or of any Company on PacifiCorpthe Closing Date after the Closing). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts, including any sales, use or transfer taxes, of any Company for the pre-Closing Tax period shall be determined based on an interim closing of the books as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to of the close of business on the day immediately preceding Closing Date and the amount of other Taxes of any Company 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 DateDate and the denominator of which is the number of days in such Straddle Period. (b) Developer shall defendPurchaser agrees to pay, and to indemnify Sellers in respect of, and hold Sellers harmless the PacifiCorp Indemnified Parties from and against against, any Change and all Damages for or in Tax Law Losses suffered respect of Taxes with respect to any taxable period (or portions thereof) of the Companies beginning after the Closing Date or any breach by the PacifiCorp Indemnified PartiesPurchaser of any representation, warranty, covenant or agreement in this Section 10.6 or Article XII. (c) If Developer fails Purchaser will promptly notify Sellers of the commencement of any claim, audit, examination or other proposed change or adjustment by any taxing authority concerning any Taxes or other Damages covered by Section 10.6(a) (“Tax Claim”); provided, however, that the failure promptly to cause all property (including all PTC Facilities) give any such notice shall not affect the indemnification provided under this Section 10.6 except to the extent such failure prejudices the rights and obligations of the Sellers. Sellers shall control the defense and settlement of any Tax Claim relating solely to taxable periods of any Company ending on or prior to the Closing Date; provided, however, that if the Tax Claim could reasonably be expected to materially affect the Tax liability of Purchaser, any Purchaser Subsidiary or any of the Companies for taxable periods ending after the Closing Date, then Purchaser may, at its expense, participate in any such contest or proceeding and neither party shall compromise or settle such contest or proceeding without the consent of the other which consent shall not be unreasonably withheld, delayed or conditioned. Sellers shall promptly notify Purchaser if they decide not to participate in the Project defense or settlement of any such Tax Claim and Purchaser thereupon shall be permitted to defend such Tax Claim; provided that, in such case, Purchaser shall not compromise or settle such Tax Claim without the consent of Sellers which consent shall not be placed unreasonably withheld, delayed or conditioned. Purchaser shall control the defense and settlement of any Tax Claim relating in service within whole or in part to taxable periods ending after the meaning Closing Date; provided, however, that if such Tax Claim relates to taxable periods ending on or prior to the Closing Date, then Sellers may, at the Sellers’ expense, participate in such defense to the extent that the Tax Claim could materially affect the Tax liability of Section 45 a Company or a Seller for taxable periods (or portions thereof) ending on or prior to the Closing Date and, to such extent, Purchaser shall not compromise or settle such contest or proceeding without the consent of the Code no later than the end Sellers which shall not be unreasonably withheld or delayed. Sellers will promptly notify Purchaser of the fourth calendar year after commencement of any claim, audit, examination or other-proposed change or adjustment by any taxing authority which may affect the date Liability of any Company for Taxes to the extent they have Knowledge thereof and Sellers shall keep Purchaser duly informed 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 a regular and periodic basis 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 losses suffered by the PacifiCorp Indemnified Parties as a result progress thereof. (d) PacifiCorp may set off Sellers shall be responsible for, shall pay or cause to be paid and shall indemnify and hold harmless Purchaser, Parent and the Companies and their respective Affiliates from and against any Liability arising under any Tax sharing, Tax indemnity, Tax allocation or other similar contract to which the Contract Price and Companies, any Progress Payments predecessor to any amounts due PacifiCorp Company or any transferor to any Company is a party or is obligated thereunder to the extent that such contract was entered into prior to the Closing, other PacifiCorp Indemnified Parties pursuant than (x) any such customary agreements with customers, vendors, lessors, or the like entered into in the ordinary course of business and (y) property Taxes payable with respect to properties leased to any party. (e) Any claim for indemnity under this Section 21.110.6 may be made at any time prior to 5:00 PM California time on the date that is sixty (60) days after the expiration of the applicable Tax statute of limitations with respect to the relevant taxable period (including all periods of extension, whether automatic or permissive).

Tax Indemnification. (a) Developer SNIH Stockholders shall defendindemnify, indemnify severally and hold harmless not jointly, in accordance with each such SNIH Stockholder’s SNIH Ownership Proportion, the PacifiCorp Buyer Indemnified Parties from and against anyfor: (i) income all Income and other Taxes (or franchise Taxes the non-payment thereof) of Developer, Contractor the Acquired Companies for all taxable periods ending on or Subcontractors or before the Closing Date and the portion through the end of the Closing Date for any of their respective Affiliatestaxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); (ii) Preany and all Income and other Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Companies (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iii) Transfer any and all Income and other Taxes for which Developer is responsible pursuant to Section 21.2; of any person (ivother than the Acquired Companies) 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, the Acquired Companies (or Surviving Company as a successor to SNI Holdco) as a transferee or successor, by contract or pursuant to any Law, applicable Law which Taxes relate to an event or transaction occurring prior 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 close amount of business on the day immediately preceding the Closing DateTen Thousand Dollars ($10,000), then SNIH Stockholders’ indemnification obligation shall be reduced by Ten Thousand Dollars ($10,000). (b) Developer shall defendThe foregoing indemnification obligation includes without limitation SNIH Stockholders, indemnify indemnifying Buyer Indemnified Parties, severally and hold harmless not jointly, in accordance with such SNIH Stockholder’s SNIH Ownership Proportion, against and to the PacifiCorp Indemnified Parties from and against extent of any Change in Tax Law Losses suffered liability of the Acquired Companies arising (i) because of any 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 PacifiCorp Indemnified Parties. Acquired Companies, or (ciii) If Developer fails relating to cause all property any persons engaged (including all PTC Facilitiesdirectly 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 the Project to be placed in service within the meaning of Section 45 accordance with such SNIH Stockholder’s SNIH Ownership Proportion, for any Taxes of the Code no later than Acquired Companies that are the end responsibility 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties SNIH Stockholders pursuant to this Section 21.111.1 within fifteen (15) Business Days after notification to Stockholder’s Representation payment of such Taxes by Buyer or the Acquired Companies. Notwithstanding anything to the Contrary herein, no SNIH Stockholder will have any obligation hereunder this Section 11.1 in excess of such SNIH Stockholder’s Overall Proportion Indemnification Ceiling.

Tax Indemnification. (a) Developer shall defendThe Shareholders shall, jointly and severally, indemnify Buyer and its Affiliates and hold them harmless the PacifiCorp Indemnified Parties from and against any: without duplication, any loss, claim, liability, expense, or other damage attributable to (i) income all Taxes (or franchise Taxes the non-payment thereof) of DeveloperTarget for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), Contractor or Subcontractors or any of their respective Affiliates; (ii) Preall Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-Closing Taxes; 6 or any analogous or similar Law, and (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) all Taxes imposed on PacifiCorp, Target as a transferee or successorsuccessor or by contract, by contract or pursuant to any Law, which Taxes relate to reason of an event or transaction involving Target occurring prior to the close of business on the day immediately preceding or before the Closing Date. (b) Developer . Buyer shall defend, indemnify the Shareholders and hold harmless them without duplication, any loss, claim, liability, expense, or other damage attributable to all Taxes (or the PacifiCorp Indemnified Parties non-payment thereof) of Target for all taxable periods ending after the Closing Date and the portion after the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Post-Closing Tax Period"). Buyer shall also indemnify the Shareholders from and against any Change loss, claim, liability expense, or other damage attributable to all Taxes (or the nonpayment thereof) resulting from any transaction involving Target taking place after the Closing Date that is outside the Ordinary Course of Business. The contest mechanism described in Tax Law Losses suffered by the PacifiCorp Indemnified PartiesSection 10.3 hereof shall also be applicable to contests for Taxes under this Section 11. (c) If Developer fails to cause all property (including all PTC Facilities) in 1. The Shareholders shall reimburse Buyer for any Taxes of Target which are the Project to be placed in service within the meaning of Section 45 responsibility 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Shareholders pursuant to this Section 21.111.1 within ten (10) Business Days after payment of such Taxes by Buyer or Target. Buyer shall reimburse Shareholder for any Taxes of Target which are the responsibility of Buyer pursuant to this Section 11.1 within ten (10) Business Days after payment of such Taxes by the Shareholders.

Tax Indemnification. (a) Developer Members shall defend, jointly and severally indemnify Company and Buyer and hold them harmless the PacifiCorp Indemnified Parties from and against anyagainst: (i) all income Taxes and other Taxes (or franchise Taxes the non- payment thereof) of Developer, Contractor Company for all taxable periods ending on or Subcontractors or before the Closing Date and the portion through the end of the Closing Date for any of their respective Affiliatestaxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); (ii) Preany and all income Taxes and other Taxes of any member of an affiliated, consolidated, combined, or unitary group of which Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iii) Transfer any and all income and other Taxes for which Developer is responsible pursuant to Section 21.2; of any Person (ivother than Company) 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, Company as a transferee or successor, by contract or pursuant to any Lawlaw, rule or regulation, which Taxes relate to an event or transaction occurring prior before the Closing. If Taxes were reserved for as liabilities that reduced the Merger Consideration as Liabilities under Appendix I (Modified Net Working Capital), then for purposes of the indemnification under above clauses (i), (ii) and (iii), the Members shall be credited with the applicable reduction in Merger Consideration resulting therefrom to the close extent that would result in a duplication in payment by Members. For example purposes only, if there were a liability for Taxes of business on $10,000, which reduced the day immediately preceding Merger Consideration under Appendix I; then Members shall be credited with paying that through the Closing Date. reduction in Merger Consideration. The foregoing indemnification obligation includes without limitation Members indemnifying Buyer against and to the extent of any liability of Company arising (bx) Developer shall defendbecause of Company’s misclassification of employees as Form 1099 ‘independent contractors,’ (y) failing to withhold or pay any Taxes relating to employees by Company, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against or (z) relating to any Change in Tax Law Losses suffered persons engaged (directly or indirectly) by the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) in the 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 Company as Form 1099 ‘independent contractors’ but for which construction began, regardless of whether such failure is caused W-2 filings and Tax treatment 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 Company for classification as an ‘employee’ and hold harmless the PacifiCorp Indemnified Parties from applicable Tax payments and against any and losses suffered withholdings by the PacifiCorp Indemnified Parties Company as a result thereof. (d) PacifiCorp may set off against employer was, or is subsequently determined to be, required by law. Members shall reimburse Buyer for any Taxes of Company that are the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties responsibility of Members pursuant to this Section 21.19.5(a) within fifteen (15) Business Days after payment of such Taxes by Buyer or Company.

Tax Indemnification. (a) Developer The Company and the Sellers shall defendindemnify the Company, indemnify the Subsidiaries, and Buyers, and hold them harmless the PacifiCorp Indemnified Parties from and against any: against, without duplication, any loss, claim, liability, expense, or other damage attributable to (i) income all Taxes (or franchise the non-payment thereof) of each of the Company and the Subsidiaries for all Taxable Periods ending on or before the Auburn Closing Date ("PRE-CLOSING TAX PERIODS") and the portion of Taxes for all Taxable Periods that include (but does not end on) the Auburn Closing Date ("PRE-CLOSING STRADDLE PERIODS") to the extent such Taxes are allocable to the portion of such period occurring on or before the Auburn Closing Date and except for such Taxes arising from transactions by the Company, Subsidiaries and Buyer outside the ordinary course of business after the Auburn Closing on the Auburn Closing Date, (ii) any and all Taxes imposed on the Buyer (or Buyer Affiliate) pursuant to Code Section 951 (or any analogous or similar state or local law or regulation) with respect to the Subsidiaries and allocable to Pre-Closing Straddle Periods, (iii) all Taxes of Developerany member of an affiliated, Contractor consolidated, combined or Subcontractors unitary group of which the Company or any of their respective Affiliates; the Subsidiaries (iior any predecessor of any of the foregoing) Pre-is or was a member on or prior to the Auburn Closing Taxes; (iii) Transfer Taxes for which Developer is responsible Date, including pursuant to Treasury Regulation Section 21.2; 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iv) any and all Taxes attributable to a breach by Developer of its representations, warranties or covenants pursuant to Section 4.8 any person (other than the Company and Section 4.14; and (vthe Subsidiaries) Taxes imposed on PacifiCorp, the Company or any of the Subsidiaries as a transferee or successor, by contract or pursuant to any Lawlaw, rule, or regulation, which Taxes relate to an event or transaction occurring prior to before the close of business on the day immediately preceding the Closing DateAuburn Closing. (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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer From and after the Closing, the Principal Seller shall defendindemnify Purchaser, indemnify its affiliates (including the Company) and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) against and hold them harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise all liability for Taxes of Developer, Contractor or Subcontractors the Company or any affiliated group of their respective Affiliates; which the Company has ever been a member for the Pre-Closing Tax Period, (ii) all liability (as a result of Treasury Regulation § 1.1502-6(a) or otherwise) for Taxes of the Principal Seller or any other corporation which is or has been affiliated with the Principal Seller (other than the Company) [REDACTED], and (iii) all liability for reasonable legal fees and expenses for any item attributable to any item in clause (i) or (ii) above. (b) 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 Company for the Pre-Closing Taxes; (iii) Transfer Tax Period shall equal the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which Developer is responsible pursuant to Section 21.2the 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 (ivii) any the Taxes attributable to a breach by Developer of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and the Company (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Lawother than property Taxes), which Taxes relate to an event or transaction occurring prior to shall be calculated as provided for in subparagraph (i) above for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the day immediately preceding the Closing Date. (bc) Developer The indemnity obligation under Section 7.01(a) in respect of Taxes for a Straddle Period shall defend, indemnify and hold harmless initially be effected by its payment to the PacifiCorp Indemnified Parties from and against Company of the excess of (i) such Taxes for the Pre-Closing Tax Period over (ii) the amount of such Taxes paid by any Change in Tax Law Losses suffered Seller or any of its affiliates (other than the Company) at any time plus the amount of such Taxes paid by the PacifiCorp Indemnified Parties. (c) If Developer fails Company on or prior to cause all property (including all PTC Facilities) in the Project Closing Date. Such excess initially shall be paid to be placed in service within the meaning of Section 45 of the Code Company no later than 30 days following the end filing of the fourth calendar year Tax Return with respect to the final liability for such Taxes is required to be filed or, if later, is actually filed. If the amount of such Taxes paid by any Seller or any of its affiliates (other than the Company) at any time plus the amount of such Taxes paid by the Company on or prior to the Closing Date exceeds the amount payable pursuant to the preceding sentence, the Company shall pay to the Principal Seller the amount of such excess within 30 days after the date on Tax Return with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 7.01(c) with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which construction began, regardless shall include the execution of whether such failure is caused by Form 870-AD 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofsuccessor form) with respect to Straddle Period Taxes. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant Any indemnity payment to be made under this Section 21.17.01 (other than an indemnity payment described in Section 7.01(c)) shall be paid within 10 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including as estimated Tax payments).

Tax Indemnification. Section 8.5.1 From and after the Effective Time, the Participating Holders, severally, and not jointly, each in accordance with its respective Percentage Share, shall indemnify Parent and Parent’s affiliates and hold them harmless from and against (without duplication) any Damages attributable to any and all Taxes (or the non-payment thereof) of the Company or any Company Subsidiary for the Pre-Closing Tax Period except to the extent such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the Final Adjustment Amount. If the total amount of all Damages under this Section 8.5.1 does not exceed $100,000, then the Participating Holders shall have no obligation with respect to any such Damages. With respect to any taxable period that includes but does not end on the Closing Date, in the case of any Taxes that are imposed on a periodic basis, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall (a) Developer shall defendin the case of any Taxes other than Taxes based upon or related to income or receipts, indemnify and hold harmless be deemed to be the PacifiCorp Indemnified Parties from and against any: amount of such Tax for the entire period multiplied by a fraction (i) income or franchise Taxes the numerator of Developer, Contractor or Subcontractors or any which is the number of their respective Affiliates; days in the period ending on the Closing Date and (ii) Pre-Closing Taxes; (iii) Transfer Taxes for the denominator of which Developer is responsible pursuant to Section 21.2; (iv) any Taxes attributable to a breach by Developer the number of its representationsdays in the entire period, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (vb) Taxes imposed on PacifiCorpin the case of any Tax based upon or related to income or receipts, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior be deemed equal to the close of business amount which would be payable if the relevant period ended on the day immediately preceding the Closing Date. Section 8.5.2 From and after the Effective Time, the Parent Indemnifying Party shall indemnify the Participating Holders and their affiliates and hold them harmless from and against (without duplication) any Damages attributable to any and all Taxes (or the non-payment thereof) of Parent or any Parent Subsidiary for the Pre-Closing Tax Period except to the extent such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflecting timing differences between book and Tax income) shown on the face of the most recent balance sheet (rather than in any notes thereto) in the Parent Financial Statements and adjusted for the passage of time through the Closing Date in accordance with past custom and practice of Parent and the Parent Subsidiaries in filing their Tax Returns. If the total amount of all Indemnification Claims under this Section 8.5.2 does not exceed $100,000, then the Parent Indemnifying Party shall have no obligation with respect to any such Indemnification Claim. With respect to any taxable period that includes but does not end on the Closing Date, in the case of any Taxes that are imposed on a periodic basis, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire period multiplied by a fraction (i) the numerator of which is the number of days in the period ending on the Closing Date and (ii) the denominator of which is the number of days in the entire period, and (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 Project case of any Tax based upon or related to income or receipts, be placed in service within deemed equal to the meaning of Section 45 of amount which would be payable if the Code no later than relevant period ended on 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofClosing Date. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer From and after the Closing Date, the Elan Tax Indemnitors shall defendpay or cause to be paid, and jointly and severally shall indemnify each Alkermes Tax Indemnitee and protect, save and hold each Alkermes Tax Indemnitee harmless the PacifiCorp Indemnified Parties from and against any: the following Taxes: (i) income any Tax imposed upon or franchise Taxes of Developer, Contractor or Subcontractors relating to Elan or any of their respective Affiliates; (ii) Pre-Closing Taxes; (iii) Transfer Taxes the Continuing Affiliates for any period, including any such Tax for which Developer is responsible pursuant to any of the Alkermes Tax Indemnitees (or any Subsidiary thereof) may be liable (w) under Section 21.2; 1.1502-6 of the Treasury Regulations (ivor any similar provision of any Similar Law), (x) 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 transferee or successor, (y) by contract or pursuant (z) otherwise, on a secondary or joint and several basis; (ii) any Tax imposed upon any of New Alkermes, the New Alkermes Group Entities or the Business Assets with respect to any LawPre-Closing Period, including any interest, penalties, additions to tax or other additional amounts imposed with respect thereto, other than (w) any such Taxes that are accounted for in the Closing Modified Working Capital (x) Taxes imposed solely and directly as a result of the merger of Alkermes and Merger Sub, which Taxes relate to an event or are not associated with a transaction occurring prior to the close Closing Date of business any of New Alkermes or its direct and indirect Subsidiaries, and for the avoidance of doubt, any Tax arising as a result of the ceasing of any of New Alkermes or its direct and indirect Subsidiaries on the day immediately preceding prior to the Closing DateDate to be a member of any group (including any consolidated group, affiliated group, or otherwise) for any Tax purpose is not excluded from indemnification by this Section 7.2(a)(ii)(x), (y) Taxes imposed on Alkermes or Interco in connection with Step 12A of Schedule 1 and (z) Taxes imposed as a result of the borrowing by Merger Sub and the payment of $500 million to New Alkermes in Step 12B/C of Schedule 1; (iii) any Covered Losses or Taxes incurred or sustained by any Alkermes Tax Indemnitee arising out of a breach of representations contained in Section 7.1; and (iv) any Taxes (including Transfer Taxes) imposed in connection with the transactions described in Schedule 1 other than (x) Taxes imposed solely and directly as a result of the merger of Alkermes and Merger Sub, which Taxes are not associated with a prior transaction prior to the Closing Date of any of New Alkermes or its direct and indirect Subsidiaries, and for the avoidance of doubt, any Tax arising as a result of the ceasing of any of New Alkermes or its direct and indirect Subsidiaries on prior to the Closing Date to be a member of any group (including any consolidated group, affiliated group, or otherwise) for any Tax purpose is not excluded from indemnification by this Section 7.2(a)(iv)(x), (y) Taxes imposed on Alkermes or Interco in connection with Step 12A of Schedule 1 and (z) Taxes imposed as a result of the borrowing by Merger Sub and the payment of $500 million to New Alkermes in Step 12B/C of Schedule 1. (b) Developer Except as otherwise provided in Section 7.5, payment in full of any amount due to the Alkermes Tax Indemnitees under this Section 7.2 shall defend, indemnify and hold harmless be made to the PacifiCorp Indemnified Parties from and against any Change affected Alkermes Tax Indemnitee in Tax Law Losses suffered by immediately available funds at least two (2) Business Days before the PacifiCorp Indemnified Partiesdate payment of the Taxes to which such payment relates is due. (c) If Developer fails The Alkermes Tax Indemnitees shall not be entitled to cause all property (including all PTC Facilities) in the Project assert any indemnification pursuant to be placed in service within the meaning of this Section 45 of the Code no later than 7.2 after the end of the fourth calendar year after applicable survival period as specified in Section 7.12; provided, that, if on or prior to the last date on which construction beganof such survival period, regardless Alkermes shall have provided Elan with written notice 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 a claim for indemnification under this AgreementSection 7.2, then Developer the Alkermes Tax Indemnitees shall defend, indemnify and hold harmless continue to have the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties right to be indemnified with respect to such indemnification claim until such claim has been satisfied or otherwise resolved as a result thereofprovided in this Article VII. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer From and after the Closing, the Shareholder shall defendindemnify, indemnify save and hold harmless the PacifiCorp Indemnified Parties Buyer Indemnitees from and against anyagainst: (i) income or franchise all liability for Taxes of Developer, Contractor or Subcontractors or any of their respective Affiliatesthe Company and its Subsidiaries for all Pre-Closing Tax Periods; (ii) Pre-Closing Taxesall Taxes of the Company and its Subsidiaries resulting from the Section 338(h)(10) Election, including all such Taxes of the Company and its Subsidiaries under Massachusetts General Laws chapter 63, section 32D; (iii) all Transfer Taxes for which Developer is responsible pursuant to Section 21.2Taxes; and (iv) without duplication of Section 10.2, any Taxes attributable and all Losses arising out of, resulting from or incident to a any breach by Developer the Shareholder or the Company of any representation or covenant contained in Sections 3.8, 7.1 or this 7.2. (b) In the case of any Straddle Period: (i) real, personal and intangible property Taxes and any other Taxes levied on a per diem basis (“Per Diem Taxes”) of the Company and its representationsSubsidiaries for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, warranties or covenants pursuant to Section 4.8 the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period (including the Closing Date) and Section 4.14the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of the Company and its Subsidiaries (vother than Per Diem Taxes) Taxes imposed on PacifiCorp, for any Pre-Closing Tax Period shall be computed as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to if such Tax Period ended as of the close of business on the day immediately preceding the Closing Date. (bc) Developer The Shareholder’s indemnity obligations in respect of Taxes for a Pre-Closing Tax Period, as determined pursuant to Section 7.2(a), shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered initially be effected by the PacifiCorp Indemnified PartiesShareholder’s payment to Buyer of the excess of (i) any such Taxes for a Pre-Closing Tax Period (as indicated by written notice from Buyer to the Shareholder) over (ii) (A) the amount of such Taxes with respect to the Company and its Subsidiaries paid by the Shareholder at any time plus (B) the amount of such Taxes paid or reserved for by the Company and its Subsidiaries on or prior to the Closing Date. Such excess shall be paid to Buyer in accordance with Section 10.7 within ten (10) days after written demand therefor is made by Buyer (but not earlier than five (5) days before the date on which the Taxes for the relevant Tax Period are required to be paid to the relevant Tax authority). In the case of a Tax that is contested in accordance with the provisions of Section 7.2(d), payment of the Tax to the appropriate Tax authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Tax authority or court unless payment of the Tax is required as a condition to such contest. (cd) If Developer fails a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to cause a Buyer Indemnitee pursuant to this Section 7.2, the Buyer Indemnitee shall promptly and in any event no more than twenty (20) days following the Buyer Indemnitee’s receipt of such claim, give written notice to the Shareholder of such claim; provided, however, the failure of the Buyer Indemnitee to give such notices shall only relieve the Shareholder from his indemnification obligations hereunder to the extent he is actually prejudiced by such failure. With respect to any Tax Claim relating to a Tax Period ending on or prior to the Closing Date, the Shareholder shall, upon his written confirmation of his obligation to indemnify the Buyer Indemnitees in full with respect to such Tax Claim, control all property proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) at his own expense; provided, however, that if the resolution of any portion of a Tax Claim would increase the Taxes of the Company and its Subsidiaries for a Tax Period after the Closing Date, the Shareholder shall give written notice to the Buyer, and the Buyer shall be entitled to control the proceedings taken in connection with such portion of such Tax Claim. The Buyer shall control at its own expense all PTC Facilities) proceedings taken in connection with any Tax Claim relating to Taxes of the Project Company and its Subsidiaries for a Straddle Period and in connection with any Tax Claim relating to Taxes of the Company and its Subsidiaries for a Tax Period beginning after the Closing Date. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Claim for a Tax Period ending on or prior to the Closing Date which it is entitled to control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding without prejudice. No Tax Claim for which the Shareholder is obligated to indemnify the Buyer Indemnitees and in which the Buyer is entitled to control all proceedings may be settled without the written consent of the Shareholder, such consent not to be placed unreasonably withheld or delayed. The Buyer, the Shareholder, the Company and its Subsidiaries and each of their respective Affiliates shall reasonably cooperate with each other in service contesting any Tax Claim in accordance with Section 7.1(b). The parties shall satisfy their indemnity obligations pursuant to this Section 7.2(d) within 10 days after a final determination (within the meaning of Section 45 1313(a) of the Code no later than the end or analogous provisions of state, local or foreign Tax law) of the fourth calendar year after the date on which construction began, regardless of whether such failure relevant Tax 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofmade. (de) PacifiCorp may set off against The Buyer covenants that it will not and will not cause or permit the Contract Price and any Progress Payments any amounts due PacifiCorp Company or any Affiliate of the Buyer to (i) take any action on or after the Closing Date other PacifiCorp Indemnified Parties pursuant than in the ordinary course of business, which would result in any tax liability to this Section 21.1the Shareholders, or (ii) make any election or deemed election on or after the Closing Date or amend any Tax Return of the Company on or after the Closing Date for the period prior to the Closing Date.

Tax Indemnification. (a) Developer shall Subsequent to the Closing, the Shareholders shall, jointly and severally, indemnify, defend, indemnify save and hold harmless the PacifiCorp Indemnified Parties from Parent, the Acquiror, and against any: the Target (i) income or franchise Taxes of Developer, Contractor or Subcontractors or any and each of their respective Affiliates; , successors and assigns) harmless from and against (i) any and all Taxes of the Target with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), except to the extent that such Taxes are reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Unaudited Closing Balance Sheet and (ii) Prethe unpaid Taxes of any Person (other than the Target) under Treasury Regulations Section 1.1502-Closing Taxes; 6 (iii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) or any Taxes attributable to a breach by Developer similar provision of its representationsstate, warranties local or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorpforeign law), as a transferee or successor, by contract contract, or pursuant otherwise, and (iii) any and all Damages incurred in connection with, arising out of, resulting from, or incident to any Lawof the Taxes described in the foregoing clauses (i) and (ii); provided, which however, that this Section 10.3 shall be the exclusive remedy for indemnification for any of the Taxes relate to an event or transaction occurring prior described in this Section 10.3, and provided, however, that indemnification for any of the Taxes described in this Section 10.3 shall not be subject to the close Threshold. For purposes of business the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the day immediately preceding Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (aA) Developer shall defendIn addition to any of the other indemnification obligations arising under this Agreement, indemnify Seller hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Agreement, to indemnify, defend and hold the Seller Indemnitees harmless the PacifiCorp Indemnified Parties from and against any: any Losses that any of the Seller Indemnitees shall incur or suffer, regardless of any Knowledge of Buyer of such Loss or Losses at the time of the Closing, resulting from or relating to (1) any and all liability for Taxes (i) income of the Companies related to any taxable period ending on or franchise prior to the Closing 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 of Developer, Contractor or Subcontractors or any of their respective Affiliates; have not been accrued for on the Final Closing Balance Sheet and (ii) attributable to Pre-Closing Taxes; Tax Periods which result from the Elections contemplated by Section 8.8 of this Agreement, and (iii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv2) any enforcement of this indemnity. Notwithstanding the foregoing, Seller shall not indemnify any Seller Indemnitee from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including any of the Companies), (other than any such action expressly required by applicable law or by this Agreement) (a "Buyer Tax Act") or attributable to a breach by Developer Buyer of its representationsobligations under this Agreement (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, warranties or covenants pursuant personal and intangible property Taxes ("property Taxes") of the Companies for the Pre-Closing Tax Period shall be equal to Section 4.8 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 Section 4.14the denominator of which is the number of days in the Straddle Period; and and (vii) the Taxes imposed on PacifiCorp, of the Companies (other than property Taxes) for the Pre-Closing Tax Period shall be computed as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to if such taxable period ended as of the close of business on the day immediately preceding the Closing Date. (bB) Developer shall defendBuyer hereby agrees upon the terms and conditions and in accordance with the procedures set forth in this Agreement to indemnify, indemnify defend and hold the Buyer Indemnitees harmless the PacifiCorp Indemnified Parties from and against any Change 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 taxable period began before the Closing Date, in which case Buyer's indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Law Losses suffered Period) and (ii) attributable to a Buyer Tax Act or to a breach by the PacifiCorp Indemnified PartiesBuyer of its obligations under this Agreement (including but not limited to Buyer's covenants under Article 8 of this Agreement), and (2) any enforcement of this indemnity. (cC) If Developer a claim with respect to Taxes shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to Section 13.8(A) or 13.8(B), the party receiving such claim shall promptly notify the other party in writing of such claim (a "Tax Claim"). If the indemnified party receives notification of a Tax Claim and fails to cause all property (including all PTC Facilities) 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 Project to be placed in service within the meaning of Section 45 indemnifying party of the Code no later than the end nature of the fourth calendar year after Tax Claim, in each case taking into account the date on which construction beganfacts and circumstances with respect to such Tax Claim, regardless the indemnifying party shall not be liable to the indemnified party, any of whether such failure its affiliates or any of their respective officers, directors, agents or employees to the extent that indemnifying party's position 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 losses suffered by the PacifiCorp Indemnified Parties 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 (dincluding selection of counsel) PacifiCorp and, without limiting the foregoing, may set off against in its 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 Contract Price Tax claimed and sue for a refund where applicable law permits such refund suits or con▇▇▇t the Tax Claim in any Progress Payments permissible manner. Seller, the Companies, and each of their respective affiliates shall cooperate with Buyer in contesting any amounts due PacifiCorp Tax Claim, which cooperation shall include the retention until the applicable statute of limitations has expired and (upon Buyer's request) the provision to Buyer of records and information which are reasonably relevant to such Tax Claim, and making their employees available on a mutually convenient basis to provide additional reasonably relevant information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The Buyer, the Companies and each of their respective affiliates shall cooperate with Seller on the same basis as provided for in the preceding sentence. In no case shall Buyer, the Companies, or any other PacifiCorp Indemnified Parties pursuant of their respective officers, directors, agents or employees settle or otherwise compromise any Tax Claim relating to this Section 21.1a 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. (a) Developer shall defendSeller agrees to indemnify, indemnify defend and hold harmless harmless, Purchaser, any Affiliate of Purchaser and their officers, directors, employees, stockholders, representatives and agents, including after the PacifiCorp Indemnified Parties Closing Date, the Company, and the Subsidiaries (collectively "PURCHASER INDEMNITEES") from and against any: any Adverse Consequences the Purchaser Indemnitees may suffer resulting from, arising out of, or relating to any liability of Seller, the Company, MPC, and the Subsidiaries (ix) income or franchise for any Taxes of Developerthe Seller, Contractor or Subcontractors or the Company, MPC and any member of their respective Affiliates; the MPC Affiliated Group (iiother than the Subsidiaries) Pre-Closing Taxes; (iii) Transfer Taxes and for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes attributable of the Subsidiaries, with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a breach by Developer manner consistent with SECTION 8.01(b)) to the portion of its representationssuch period beginning before and ending on the Closing Date), warranties or covenants pursuant to Section 4.8 and Section 4.14; and (vy) for the unpaid Taxes imposed on PacifiCorpof any Person under Treas. Reg. Section 1.1502-6. (b) Purchaser agrees to indemnify Seller, as a transferee and their officers, directors, employees, stockholders, representatives and agents (the "SELLER INDEMNITEES"), from and against any Adverse Consequences Seller Indemnitees may suffer resulting from, arising out of, or successorrelating to, by contract or pursuant any liability of Seller for any Taxes of Purchaser, the Company and the Subsidiaries with respect to any Law, which Taxes relate to an event Tax year or transaction occurring prior portion thereof after the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the close extent allocable (determined in a manner consistent with SECTION 8.01(b)), to the portion of business on the day immediately preceding such period ending after 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 obligations of Seller and Purchaser under this SECTION 10.01 shall survive until the Project to be placed in service within the meaning of Section 45 expiration of the Code no later than the end applicable statute 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereoflimitations. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer shall defendEach of the Seller Entities, jointly and severally, hereby agrees to indemnify and hold the Purchaser Indemnified Parties harmless from and against any and all 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 the BPP Excluded Assets (A) for any taxable period ending on or before the Closing Date, and (B) for the portion of any Straddle Period ending on the Closing Date (determined as provided below); (ii) 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 or was a member on or prior to the Closing Date, by reason of the Liability of BPP pursuant to Treas. Reg. Sec. 1.1502-6 (or any analogous provision of state, local or foreign Tax Law); (iv) payments under any Tax allocation, sharing or similar agreement (whether oral or written) to which Seller or any 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 7.20; and (vi) the portion of all Taxes relating to the transactions contemplated by this Agreement to occur on or prior to the Closing for which the Seller Entities are liable pursuant to Section 11.5. (b) 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 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 PacifiCorp Purchaser Indemnified Parties from and against any: (i) income all ad valorem taxes and any and all other general or franchise Taxes of Developerspecific taxes, Contractor assessments or Subcontractors 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 their respective Affiliates; (ii) Pre-Closing Taxes; (iii) Transfer Taxes for which Developer is responsible the real property leased or subleased pursuant to Section 21.2; either the Leaf River Mill Lease or the Leaf River Pollution Control Facilities Lease or any portion thereof, and any fine, penalty, interest or cost that may be added thereto (ivcollectively, the “Bond Property Ad Valorem Taxes”) any Taxes attributable to a breach by Developer of its representations, warranties or covenants pursuant to Section 4.8 due and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant payable with respect to any Law, which Taxes relate to an event or transaction occurring period prior to the 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. Except to the extent treated as a liability in the calculation of Closing Working Capital, the Company Equityholders shall, severally and not jointly (in accordance with their Allocation Percentages), indemnify the Company, its Subsidiaries, Parent, and each Parent Indemnitee and hold them harmless from and against (a) Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any: (i) income any Loss attributable to any breach of or franchise Taxes of Developer, Contractor inaccuracy in any representation or Subcontractors or any of their respective Affiliateswarranty made in Section 3.22; (iib) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Taxes (and any Losses attributable thereto) of the Company, its Subsidiaries or relating to the business of the Company or its Subsidiaries for all Pre-Closing TaxesTax Periods; (iiid) Transfer all Taxes for (and any Losses attributable thereto) of any member of an affiliated, consolidated, combined or unitary group of which Developer the Company or Subsidiary (or any predecessor of the Company or Subsidiary) is responsible pursuant or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 21.2; (iv) 1.1502-6 or any Taxes attributable to a breach by Developer comparable provisions of its representationsforeign, warranties state or covenants pursuant to Section 4.8 and Section 4.14local Law; and (v) any and all Taxes of any person imposed on PacifiCorp, as a the Company or Subsidiary arising under the principles of transferee or successorsuccessor liability or by contract, by contract or pursuant to any Law, which Taxes relate relating to an event or transaction occurring prior to the close of business on the day immediately preceding before the Closing Date. ; (be) Developer shall defend, indemnify and hold harmless Taxes imposed on the PacifiCorp Indemnified Parties from and against Company with respect to any Change in Tax Law Losses suffered by Subsidiary of the PacifiCorp Indemnified Parties. Company that is a “controlled foreign corporation” (c) If Developer fails to cause all property (including all PTC Facilities) in the Project to be placed in service within the meaning of Section 45 957(a) of the Code no later than Code) having “subpart F income” (within the meaning of Section 952(a) of the Code) or generating income that is “global intangible low-taxed income” (within the meaning of Section 951A of the Code), in each case with respect to a Pre-Closing Tax Period as if the Closing Date were the end of the fourth calendar year after the date on which construction began, regardless taxable year; and (f) Taxes imposed by application of whether such failure is caused by or the result of Force Majeure, but not if such failure is solely the result Section 965 of the acts or omissions Code (including any Taxes deferred by an election under Section 965(h) of PacifiCorp in breach of this Agreement, then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereof. Code (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties similar provision Law). In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection therewith, the Company Equityholders shall, severally and not jointly (in accordance with their Allocation Percentages), reimburse Parent for any Taxes of the Company or Subsidiary that are the responsibility of the Company Equityholders pursuant to this Section 21.16.03 within ten Business Days after payment of such Taxes by Parent or the Company or Subsidiary.

Tax Indemnification. (a) Developer From and after the Closing Date, Sellers shall defendpay or cause to be paid, and jointly and severally shall indemnify each Buyer Tax Indemnitee and protect, save and hold each Buyer Tax Indemnitee harmless the PacifiCorp Indemnified Parties from and against any: any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by: (i) income any Tax imposed upon or franchise Taxes relating to any Temple-Inland Party for any period (whether before or after the Closing Date), including any such Tax for which a Westvaco Party or a Purchased Subsidiary may be liable (w) under Section 1.1502-6 of Developer, Contractor or Subcontractors the Treasury regulations (or any similar provision of their respective Affiliates; state, local or foreign law), (iix) 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 transferee or successor, (y) by contract or (z) otherwise, to the extent such Tax is not reflected in the reserve for income Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Final Closing Working Capital; (ii) any Tax (other than those Taxes described in Section 9.11(a)(i)) imposed upon or relating to any Purchased Subsidiary, the Business or any Business Asset for (x) any Pre-Closing Period and (y) any actions or transactions undertaken by Temple- Inland Parent or Seller not in the ordinary course of business occurring on the Closing Date after the Closing; and (iii) any Tax (other than the Taxes described in Section 9.11(a)(i) and (a)(ii)) resulting from a breach of any representation contained in Section 5.24 provided that Buyer makes a written claim for indemnification against any of the Sellers pursuant to any Law, which Taxes relate to an event or transaction occurring prior to Section 15.1 within the close of business on the day immediately preceding the Closing Datesurvival period contained in Section 9.2. (b) Developer From and after the Closing Date, Buyer shall defendpay or cause to be paid, and jointly and severally shall indemnify each Seller Tax Indemnitee and protect, save and hold each Seller Tax Indemnitee harmless the PacifiCorp Indemnified Parties from and against Adverse Consequences relating to, except as provided in Section 9.11(a), any Change in Tax Law Losses suffered by imposed upon or relating to the PacifiCorp Indemnified PartiesPurchased Subsidiaries for any Post-Closing Period. (c) If Developer fails Buyer agrees to cause all property (including all PTC Facilities) indemnify Sellers for any Adverse Consequences the Sellers shall suffer resulting from any additional Tax imposed upon Sellers resulting from any actions or transactions undertaken by Buyer or any of the Purchased Subsidiaries not in the Project to be placed in service within ordinary course of business occurring on the meaning of Section 45 Closing Date after Buyer's purchase of the Code no later than the end stock 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofPurchased Subsidiaries. (d) PacifiCorp may set off against the Contract Price and Payment in full of any Progress Payments any amounts amount due PacifiCorp from Sellers or any other PacifiCorp Indemnified Parties pursuant to Buyer under this Section 21.19.11 shall be made by such Person to the affected Tax Indemnitee in immediately available funds at least two Business Days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen days after written demand is made for such payment.

Tax Indemnification. (a) Developer shall defendThe Sellers hereby agree, jointly and severally, to indemnify and hold harmless Purchaser and its Affiliates (including the PacifiCorp Indemnified Parties Companies and Company Subsidiaries after the Closing) from and against anyany Tax, loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with: (i) income any Taxes imposed on the Companies and /or the Company Subsidiaries with respect to any Pre-Closing Tax Period or franchise portion of any Straddle Period ending on and including the Closing Date, including, for the avoidance of doubt, any such Taxes of Developerresulting from the North America Business Transfer Transaction, Contractor or Subcontractors the Hong Kong Business Transfer Transaction, the Restructuring, the matters referred to in Section 5.15 or any of their respective Affiliatesother action taken on or prior to the Closing Date in order to facilitate, or otherwise prepare any Company or Company Subsidiary for transfer pursuant to, the transactions contemplated by this Agreement; (ii) Pre-Closing Taxesany Taxes imposed on the Sellers that are collected or required to be collected by means of withholding against the Purchase Price; (iii) Transfer any Taxes for which Developer is responsible pursuant of another Person imposed on any Company and/or Company Subsidiary as a result of being or having been a member of an Affiliated Group, as a transferee or successor, by contract, by operation of Law or otherwise during or with respect to Section 21.2any period or portion of such period ending on or before the Closing Date; (iv) any Taxes attributable to a breach obligation under any Tax allocation, indemnification or sharing agreement, including the Tax Sharing Agreement, dated January 1, 2003 by Developer and among Yellow Corporation and certain of its representationssubsidiaries as set forth on Section 3.13 of the Disclosure Schedules and the Tax Indemnification and Allocation Agreement, warranties or covenants pursuant to Section 4.8 dated September 30, 2002, by and Section 4.14between Yellow Corporation and SCS Transportation, Inc.; and (v) Taxes imposed on PacifiCorp, the Companies and/or the Company Subsidiaries as a transferee result of any inaccuracy or successorbreach 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, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior and notwithstanding anything in this Agreement to the close of business on contrary, including the day immediately preceding foregoing, the Closing Date. (b) Developer shall defendSellers hereby agree, jointly and severally, to indemnify and hold harmless Purchaser and its Affiliates (including the PacifiCorp Indemnified Parties Companies and Company Subsidiaries after the Closing) from and against any Change Tax, loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, incurred in Tax Law Losses suffered by contesting or otherwise in connection with any Taxes of the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) in Sellers for any taxable period or portion thereof, including, for the Project avoidance of doubt, any such Taxes collected or required to be placed in service within the meaning collected by means 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off withholding against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to Purchase Price. Any amount described in this Section 21.15.10 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. (a) Developer Except as otherwise provided herein, SALD and the Entity Sellers (but for the Entity Sellers, only with respect to the Taxes attributable to the Transferred Subsidiaries of which such Entity Sellers were the Sellers) shall defend, indemnify be jointly and hold harmless severally liable to the PacifiCorp Purchaser Indemnified Parties from and against any: shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to any liability of the Licensee or Transferred Subsidiaries for the following Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Licensees or Transferred Subsidiaries, but excluding any unpaid Taxes treated as a current liability for purposes of computing the Working Capital Surplus or Shortfall, as the case may be) for any taxable year or period that ends on or before the Closing Date and, with respect to any 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) income Taxes imposed on the Licensees or franchise Taxes of DeveloperTransferred Subsidiaries or for which the Licensees or Transferred Subsidiaries may otherwise be liable pursuant to federal, Contractor state, local or Subcontractors or any of their respective Affiliatesnon-U.S. law; (ii) PreTaxes (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-Closing Taxes6 (or any similar provision of state, local or non-U.S. law); (iii) Transfer Taxes for which Developer is responsible triggered by Section 178 to 180 of the TCGA (or -45- any similar provision of federal, state, local or non-U.K. law) arising out of any Transferred Subsidiary or Licensee ceasing to be a member of an affiliated group; and (iv) Taxes required to be paid or reimbursed by SALD or any Entity Seller under Section 5.6(a) (to the extent such 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 21.2; (iv5.6(b)) any Taxes that results in additional Tax attributable to a breach any Pre-Closing Period. In addition, the amount of any liability for Taxes required to be indemnified by Developer SALD and the Entity Sellers under this Section 8.4 shall be reduced by the amount of any actual reduction in Taxes that Purchaser or any of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, Affiliates actually realizes in a Post-Closing Period solely as a transferee result of the payment or successor, by contract or pursuant accrual of the Tax with respect of which SALD and the Entity Sellers are required to any Lawmake the indemnity payment, which Taxes relate to an event or transaction occurring prior to reduction in Taxes, if any, shall be determined after taking into account the close tax effect of business on the day immediately preceding the Closing Dateindemnity payment. (b) Developer Purchaser shall defendbe 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, indemnify with respect to any taxable year or period beginning before and hold harmless ending after the PacifiCorp Indemnified Parties from and against Closing Date, the portion of such taxable year beginning after the Closing Date (the "Post-Closing Period"). Purchaser shall be entitled to any Change in Tax Law Losses suffered refund of Taxes of the Transferred Subsidiaries received by the PacifiCorp Indemnified PartiesSALD or any Entity Seller for such Post-Closing Periods. (c) If Developer fails 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 cause all property (including all PTC Facilities) in the 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 from SALD or the result of Force Majeure, but not if such failure is solely Entity Sellers or to or from the result of the acts or omissions of PacifiCorp in breach of Purchaser Indemnified Parties pursuant to this Agreement, then Developer whether under this Section 8.4 or otherwise, shall defend, indemnify and hold harmless be treated by the PacifiCorp Purchaser Indemnified Parties from and against any and losses suffered by SALD or the PacifiCorp Indemnified Parties Entity Sellers as a result thereofPurchase Price adjustments for all purposes. (d) PacifiCorp may set off against Any refunds or credits of Taxes received by the Contract Price 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 Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant event within no more than 10 Business Days) upon receipt by it to this Section 21.1SALD.

Tax Indemnification. 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 them harmless from and against any Damages resulting from or arising out of (a) Developer shall defend, indemnify all Taxes (or the non- payment thereof) of the Target for all taxable periods ending on or before the Closing Date and hold harmless the PacifiCorp Indemnified Parties from and against any: portion through the end of the Closing Date for any taxable period that includes (ibut does not end on) income or franchise Taxes of Developer, Contractor or Subcontractors or any of their respective Affiliates; the Closing Date (ii) “Pre-Closing TaxesTax Period”); (iiib) Transfer all Taxes for of any member of an affiliated, consolidated, combined or unitary group of which Developer Target (or any predecessor Target) is responsible or was a member on or prior to the Closing Date, including pursuant to Section 21.2; Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (ivc) any and all Taxes attributable to a breach by Developer of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and any Person (vother than the Target) Taxes imposed on PacifiCorp, the Target as a transferee or successor, by contract or pursuant to any Lawapplicable law, which Taxes relate to result from an event or transaction occurring before the Closing, except, in each case, to the extent of Taxes reflected as a liability on the Balance Sheet and except to the extent of any Taxes attributable to the breach by Acquiror (or any of its Affiliates) of Section 6.6. Target Stockholders shall reimburse Acquiror for any Taxes that are the responsibility of Target Stockholders within fifteen (15) Business Days after payment of such Taxes by Acquiror or the Target. The tax indemnification provided under this Section 8.10 shall survive until the date that is sixty (60) calendar days following the expiration of the applicable statute of limitations (and thereafter until resolved if a claim in respect thereto has been made prior to such date) with respect to such matters. For the close avoidance of business doubt Target shall not indemnify Acquiror for any Taxes of Target arising in any taxable period (or portion thereof) that begins on the day immediately preceding or after 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp Date or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1Taxes of Acquiror or any of its Affiliates.

Tax Indemnification. (a) Developer Subject to Section 11.2, from and after the Closing Date, Sellers shall defendjointly and severally (for purposes of this Article 11 only, indemnify the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless Buyer and the PacifiCorp Indemnified Parties from Acquired Companies and against anyreimburse Buyer and the Acquired Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date: (i) income all Taxes imposed on the Acquired Companies or franchise Taxes Buyer as a result of Developer, Contractor the operations of the Acquired Companies with respect to any taxable year or Subcontractors period ending on or any of their respective Affiliatesbefore the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Acquired Companies or Buyer as a result of the operations of the Acquired Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing TaxesPeriods”); (iii) Transfer Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Acquired Companies file or have filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for which Developer is responsible pursuant to Section 21.2a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of Buyer Indemnitees payable as a result of any Taxes attributable to a inaccuracy in or breach by Developer of its representationsany representation or warranty made in Section 3.16 of this Agreement or any breach of any covenant contained in this Article 11, warranties or covenants pursuant to Section 4.8 and Section 4.14without duplication; and (v) any Taxes imposed on PacifiCorp, as a transferee or successor, other payments required to be made after the Closing Date by contract or pursuant the Acquired Companies to any LawPerson under any Tax sharing, which Taxes relate to an event indemnity or transaction occurring allocation agreement or other arrangement in effect prior to the close of business on the day immediately preceding the Closing, whether or not written, with respect to a Pre-Closing DatePeriod. (b) Developer For purposes of this Section 11.1(b), in order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties 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 Acquired Companies. The parties shall defendcooperate in making an election under Section 1377(a)(2) of the Code. In any case where applicable law does not permit the Acquired Companies to treat the Closing Date as the last day of the taxable year or period, indemnify 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 hold harmless (ii) in the PacifiCorp Indemnified Parties from case of Taxes not described in subparagraph (i) above that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Interim Period ending on the Closing Date and against any Change the denominator of which is the number of calendar days in Tax Law Losses suffered by the PacifiCorp Indemnified Partiesentire relevant period. (c) If Developer fails All matters relating in any manner to cause all property (including all PTC Facilities) in the Project to Tax indemnification obligations and payments shall 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 governed exclusively 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofArticle 11. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Sellers shall defendjointly and severally indemnify Buyer Indemnified Parties, indemnify defend and hold harmless the PacifiCorp Buyer Indemnified Parties harmless from and against any: against, and pay and reimburse Buyer Indemnified Parties for all Losses resulting from or attributable to (i) income any and all Taxes (or franchise the nonpayment thereof) of the Company (including pursuant to Code § 6225 or analogous provision of U.S. state, local or non-U.S. Law) for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date of any Taxable period that includes (but does not end on) the Closing Date (each such Taxable period or portion thereof, a “Pre-Closing Tax Period”) whether or not such Taxes are due and payable as of Developerthe Closing Date, Contractor or Subcontractors or any of their respective Affiliates; (ii) Pre-any and all Taxes of any member of an Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Taxes; Date, including pursuant to Treasury Regulation § 1.15026 (or any analogous or similar state, local or foreign Law), (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; (iv) of 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 Person imposed on PacifiCorp, the Company as a transferee or successor, by contract Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior before the Closing, (iv) any and all Taxes required to be paid by Sellers pursuant to Section 8.5, (v) any and all Taxes required to be deducted and withheld from payments to or for the benefit of Sellers under this Agreement or the Escrow Agreement, to the extent such 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 written request for payment thereof. (b) In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, gains, gross margin, employment, sales or use for such Straddle Period that relates to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Taxable period of any partnership or other passthrough entity shall be deemed to terminate at such time), and the amount of other Taxes for such Straddle Period which relates to the PreClosing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Taxable period beginning on the first day immediately preceding of the Taxable period and ending on the Closing Date. Date and the denominator of which is the number of days in the Taxable period (b) Developer shall defendexcluding from the numerator and the denominator, indemnify in the case of real and hold harmless personal property Taxes all days on which the PacifiCorp Indemnified Parties from and against any Change in property that is the subject of such Tax Law Losses suffered was not owned by the PacifiCorp Indemnified PartiesCompany). (c) If Developer fails to cause all property (including all PTC Facilities) in the 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (ai) Developer The Seller shall defendindemnify, indemnify defend 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 transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the 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 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 Buyer from and against any and losses all 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 PacifiCorp Indemnified Parties as 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 result thereof"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 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. (dii) PacifiCorp may set off Buyer shall indemnify, defend and hold harmless the Seller from and against any and all Losses asserted against, resulting to, imposed on, sustained, incurred or suffered by, or asserted against the Contract Price Seller, directly or indirectly, by reason of or resulting from (i) any and all Taxes imposed upon any Progress Payments 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 due PacifiCorp 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, or attributable to, or resulting from any inaccuracy in or breach or nonperformance of any of the representations or warranties of any of the Insurance Agencies or Seller in Section 4.15 or any other PacifiCorp Indemnified Parties pursuant to covenant or agreement of any of the Buyer, Seller Entities or Seller contained in this Section 21.13.05, no effect shall be given to any exception in such representations and warranties or any such covenant or agreement relating to materiality or Material Adverse Effect.

Tax Indemnification. (a) Developer Seller shall defend, indemnify the Purchaser Indemnitees against and hold them harmless the PacifiCorp Indemnified Parties from and against any: any Losses attributable to Income Taxes (i) income or franchise Taxes of Developer, Contractor or Subcontractors imposed on Seller or any other member of their respective Affiliates; an Affiliated Group, other than the Company or any Subsidiary, for any Tax period, (ii) imposed on the Company or any Subsidiary under Treasury Regulation 1.1502-6 (or any similar provision of state, local, foreign or other law) by reason of the Company or any Subsidiaries being included in any affiliated group at any time on or before the Closing Date, (iii) imposed on or payable by the Company or any Subsidiary with respect to any Tax period or portion thereof that ends on or before the Closing Date or (iv) for any Straddle Period but only for that portion of the Straddle Period relating to the Pre-Closing Taxes; (iii) Transfer Taxes for which Developer is responsible pursuant to Tax Period as computed in accordance with Section 21.2; (iv) 9.01(d). Payment by Seller of any Taxes attributable amount due to a breach Purchaser Indemnitee under this Section 9.01(a) (other than payments the timing of which is provided for under Section 5.07(b)) shall be made within twenty days following written notice by Developer the Indemnified Party that payment of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior such amounts to the close appropriate Tax Authority is due by the Indemnified Party; provided, that Seller shall not be required to make any payment earlier than two business days before it is due to the appropriate Taxing Authority. In the case of business on a Tax that is contested in accordance with the day immediately preceding provisions of Section 9.03(c), payment of the Closing DateTax to the appropriate Tax Authority will not be considered to be due earlier than the date that a final determination to such effect is made by such Taxing Authority or a court or liability for such Tax is otherwise conclusively settled or compromised. (b) Developer Seller shall defend, indemnify the Purchaser Indemnitees against and hold them harmless from any Losses attributable to withholding or employment Taxes with respect to wages (including resulting from the PacifiCorp Indemnified Parties from and against erroneous classification of an employee as an independent contractor) for any Change Tax period or portion thereof that ends on or before the Closing Date, provided that this paragraph (b) shall only apply to the extent that such Taxes exceed in Tax Law the aggregate $100,000 after which Seller shall be liable for all Losses suffered by the PacifiCorp Indemnified Partiesin excess of such amount. (c) If Developer fails Purchaser shall indemnify the Seller Indemnitees against and hold them harmless from any Losses attributable to: (i) all liability for Taxes of the Company and the Subsidiaries for any taxable period ending after the Closing Date (except to cause the extent such taxable period began before the Closing Date, in which case the indemnity under this Section 9.01(c) shall cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period, as computed in accordance with Section 9.01(d)) and (ii) all property liability for Taxes attributable to any action taken after the Closing on the Closing Date outside of the ordinary course of business by Purchaser, any of its affiliates (including all PTC Facilities) in the Project to be placed in service within the meaning Company or any Subsidiary), or any transferee of Section 45 Purchaser or any of the Code no later its affiliates (other than the end of the fourth calendar year after the date on which construction began, regardless of whether such failure is caused expressly required by applicable law 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 by this Agreement, then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereof). (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (ai) Developer Buyer shall defendindemnify, indemnify defend and hold harmless Seller and its affiliates; at any time after the PacifiCorp Indemnified Parties Closing, from and against any(A) any liability for Taxes of the Company and its Subsidiaries for any taxable period ending after the Closing Date except for Straddle Periods, in which case Buyer's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period; (B) all costs and expenses (including reasonable attorneys and accountants fees) attributable to any contest or dispute involving the foregoing; and (C) Taxes arising out of any action taken by the Company or any of its Subsidiaries on the Closing Date after the Closing, other than actions contemplated by this Agreement or actions taken in the ordinary course of business. (ii) Seller shall indemnify, defend and hold harmless Buyer and its affiliates, at any time after the Closing, from and against any liability for Taxes, regardless of whether any such liability or potential liability has been disclosed to Buyer, of the Company and its Subsidiaries (including, without limitation, liability for Taxes of any person other than any of the Company and its Subsidiaries: (i) income or franchise Taxes of Developer, Contractor or Subcontractors under Reg. ss.1. 1502-6 (or any similar provision of their respective Affiliates; Law), (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 transferee or successor, (iii) by contract Contract, or pursuant (iv) otherwise) except as provided in Section 5.8(c)(vii) hereof, for the Pre-Closing Period, including any Straddle Period. (iii) In determining the responsibility of Seller and Buyer for Taxes attributable to any LawStraddle Period, which Taxes relate based upon or related to an event gross or transaction occurring prior to the close of business net income or receipts shall be apportioned on the day immediately preceding basis of an interim closing of the Company's books as of the Closing Date, and all other Taxes shall be prorated on a daily basis. (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. (civ) If Developer fails to cause all property (including all PTC Facilities) a claim for Taxes shall be made by any taxing authority in the Project to be placed writing, which, if successful, might result 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties an indemnity payment pursuant to this Section 21.15.8, the party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other party (the "Tax Indemnifying Party") in writing of such claim (a "Tax Claim") within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to contest such Tax Claim, and. in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant taxing authority. Failure to give prompt notice of a Tax Claim hereunder shall affect the Tax Indemnifying Party's obligation under this Section to the extent that the Tax Indemnifying Party is prejudiced by such failure to give prompt notice. (v) With respect to any Tax Claim which might result in an indemnity payment to Buyer pursuant to this Section 5.8(e) (including, without limitation, Taxes of the Company for a Straddle Period), Seller shall control all proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in its sole discretion and at its sole- expense 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 ▇▇▇ a refund where applicable law permits such refund suits or contest such Tax Claim. Buyer shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent. Notwithstanding anything in the foregoing to the contrary, Seller shall not settle any Tax Claim in a manner which would adversely affect the Company and its Subsidiaries after the Closing Date without the prior written consent of the Buyer, which consent shall not unreasonably be withheld. In connection with any proceeding taken in connection with such Tax Claim, (A) Seller shall keep Buyer informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes and (B) Buyer shall have the right, at its sole expense, to participate in any such proceedings. Buyer shall cooperate with Seller in contesting such Tax Claim (without charge to Seller), which cooperation shall include, without limitation, the retention and the provision to Seller of records and information which are reasonably relevant to such Tax Claim, and making employees available to Seller to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, provided that no charges shall be incurred by Seller for the services of such employees. (vi) With respect to any Tax Claim not described in Section 5.8(e)(v) hereof which might result in an indemnity payment to Seller pursuant hereto, Buyer shall control all proceedings in accordance with provisions that are parallel to those in Section 5.8(e) hereof.

Tax Indemnification. (a) Developer Except as otherwise provided in this SPA Membership Purchase Agreement, W▇▇▇▇ shall defendindemnify SPA Parties, indemnify STRATTEC, and each STRATTEC Indemnitee and hold them harmless the PacifiCorp Indemnified Parties from and against anyany Losses arising out of or resulting from: (i) income any Taxes arising out of or franchise resulting from the breach or inaccuracy of any representation or warranty set forth in Section 2.03 (including any Taxes owed by W▇▇▇▇ as a result of Developer, Contractor or Subcontractors or any of their respective AffiliatesW▇▇▇▇ owning the Sold SPA Membership Interests prior to the Closing Date); (ii) Pre-Closing Taxesany Taxes arising out of or resulting from the breach or violation of, any covenant set forth in this ARTICLE 4 (including any SPA Transfer Taxes for which W▇▇▇▇ is liable); (iii) Transfer any Taxes (as finally determined) for which Developer is responsible any taxable period ending on or before the Closing Date or, in the case of a taxable period beginning on or before the Closing Date and ending after the Closing Date, the portion of such taxable period that includes the Closing Date, that are either (A) allocable to the Sold SPA Membership Interests or (B) required to be paid by STRATTEC (as a result of a “push-out” election), in each case, resulting from a final partnership adjustment imposed on SPA by the IRS pursuant to the partnership audit rules IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067734-12.098505.0013" "" of Section 21.26221 et. seq. of the Code; (iv) any Taxes attributable W▇▇▇▇ may be subject to a breach by Developer in connection with any non-resident capital gains Tax in Mexico, including related to any failure to pay or any underpayment of its representationssuch Tax to any applicable Governmental Authority in Mexico or otherwise and including any amounts related to any such unpaid Tax liabilities, warranties or covenants pursuant to Section 4.8 and Section 4.14any penalties and interest owing in connection therewith; and (v) any Taxes imposed on PacifiCorpdue and owing by W▇▇▇▇ (or its Affiliates) under the Foreign Investment in Real Property Tax Act provisions of the Code that arises in connection with the transactions contemplated hereby which is in excess of any amounts of such Tax withheld by STRATTEC hereunder, as a transferee or successorif any, by contract or pursuant including any amounts related to any Lawsuch unpaid Tax or withholding liabilities and any penalties and interest owing in connection therewith (including, which for the avoidance of doubt, in the case of each of clauses (i) through (v) of this Section 4.02(a), any such Taxes relate to an event arising from any Tax audit or transaction occurring prior to the close of business on the day immediately preceding the Closing Datesimilar proceeding). (b) Developer Except as otherwise provided in this SPA Membership Purchase Agreement, STRATTEC shall defend, indemnify W▇▇▇▇ and each W▇▇▇▇ Indemnitee and hold them harmless the PacifiCorp Indemnified Parties from and against any Change Losses arising out of or resulting from: (i) any Taxes arising out of or resulting from the breach or violation of, any covenant set forth in Tax Law Losses suffered this ARTICLE 4 (including any Transfer Taxes for which STRATTEC is liable); and (ii) any Taxes (as finally determined) for any taxable period ending on or before the Closing Date or, in the case of a taxable period beginning on or before the Closing Date and ending after the Closing Date, the portion of such taxable period that includes the Closing Date, that are either (A) allocable to the portion of the SPA limited liability company membership interests that are not Sold SPA Membership Interests or (B) required to be paid by STRATTEC with respect to such SPA limited liability company membership interests that are not Sold SPA Membership Interests (as a result of a “push-out” election), in each case, resulting from a final partnership adjustment imposed on SPA by the PacifiCorp Indemnified Parties. (c) If Developer fails IRS pursuant to cause all property (including all PTC Facilities) in the Project to be placed in service within the meaning partnership audit rules of Section 45 6221 et. seq. of the Code no later than (including, for the end avoidance of doubt, in the fourth calendar year after the date on which construction began, regardless case of whether such failure is caused by or the result each of Force Majeure, but not if such failure is solely the result of the acts or omissions of PacifiCorp in breach clauses (i) and (ii) of this AgreementSection 4.02(b), then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties any such Taxes arising from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofTax audit or similar proceeding). (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Except as otherwise provided herein, Seller shall defend, indemnify the Company and Purchaser and hold them harmless the PacifiCorp Indemnified Parties from and against any: any loss, claim, liability, expense, or other damage attributable to (i) income all Taxes (or franchise Taxes the non-payment thereof) of Developerthe Company or for which the Company is liable for all taxable periods ending on or before the Closing Date and the portion though the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), Contractor or Subcontractors or including any Corporate Tax Liability Amount in excess of their respective Affiliates; any Corporate Tax Liability Amount set off against the Holdback Amount pursuant to this Agreement, (ii) Preall Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes; 6 or any analogous or similar Law, and (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; of any Person (ivother than the Company) 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, the Company as a transferee or successor, by contract Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior before the Closing; provided however, that in the case of clauses (i), (ii) and (iii) above, Seller shall not be liable to the close of business extent that such Taxes 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 income) on the day immediately preceding Closing Balance Sheet as finalized (rather than in any notes thereto) and taken into account in determining any adjustment to the Closing Date. (b) Developer Purchase Price pursuant to Section 1.4 or Section 1.6. Seller shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against reimburse Purchaser for 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 Project to be placed in service within the meaning of Section 45 Taxes of the Code no later than Company that are the end responsibility 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Seller pursuant to this Section 21.16.11(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 successor thereto, the indemnity obligation under this Section 6.11 shall be interpreted as running from Seller to the Company and, if it cannot be so characterized, it shall be considered to be a Purchase Price adjustment under this Agreement.

Tax Indemnification. (a) Developer Sellers shall defendindemnify each Company, indemnify its Subsidiaries, Buyer, and each Buyer Affiliate and hold them harmless the PacifiCorp Indemnified Parties from and against any: without duplication, any loss, claim, liability, expense, or other damage attributable to (i) income or franchise Taxes a breach of Developer, Contractor or Subcontractors or any of their respective AffiliatesSellers’ representations and warranties contained in Section 4(k) above; (ii) all Taxes (or the non-payment thereof) of each Company and its Subsidiaries for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Taxes; Tax Period”), (iii) Transfer all Taxes for of any member of an affiliated, consolidated, combined or unitary group of which Developer either Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is responsible or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 21.2; 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iv) any and all Taxes attributable to of any person (other than a breach by Developer Company and its Subsidiaries) imposed on either Company or any of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, Subsidiaries as a transferee or successor, by contract or pursuant to any Lawlaw, rule, or regulation, which Taxes relate to an event or transaction occurring prior before the Closing; provided, however, that in the case of clauses (i), (ii), (iii) and (iv) above, Sellers shall be liable only to the close extent that Buyers are required to pay any Taxes that are the responsibility of business Sellers and only in the amount such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the 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 Project to be placed in service within the meaning of Section 45 face of the Code no later Final Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the end Purchase Price Adjustment. Sellers shall reimburse Buyer for any Taxes of either Company or its Subsidiaries which are the fourth calendar year after the date on which construction began, regardless responsibility 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Sellers pursuant to this Section 21.19(a) in the manner set forth in Section 8(e).

Tax Indemnification. (a) Developer The Sellers shall defendindemnify Buyer, indemnify and hold Buyer harmless the PacifiCorp Indemnified Parties from and against any: against, without duplication, any loss, claim, liability, expense, or other damage attributable to (i) income all Taxes (or franchise the non-payment thereof) of the Company for all Taxable Periods ending on or before the Closing Date (“Pre-Closing Tax Periods”) and the portion of all Taxable Periods that includes (but does not end on) the Closing Date (such period a “Straddle Period”) to the extent such Taxes are allocable to the portion of Developer, Contractor such period occurring on or Subcontractors or any of their respective Affiliates; before the Closing Date (ii) all such Taxes listed in this sentence being “Pre-Closing Taxes; ”), (iiiii) Transfer all Taxes for which Developer is responsible pursuant to Section 21.2; of any person (ivother than the Company) 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, the Company as a transferee or successor, successor (by contract or pursuant to otherwise), and (iii) all Transfer Taxes that are the obligation of Seller in accordance with Section 6.6(f). In the case of any LawStraddle Period, which the amount of any Pre-Closing Taxes relate to (i) based on or measured by income, receipts, or payroll of the Company shall be determined based on an event or transaction occurring prior to interim closing of the books as of the close of business on the day immediately preceding Closing Date, and (ii) the amount of other Pre-Closing Taxes of the Company shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period; provided, however, that any Taxes attributable to transactions outside the ordinary course of business effected by Buyer after the Closing on the Closing Date shall be deemed to have occurred after 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer The Seller shall defend, indemnify and hold the Buyer harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise all liability for Taxes of DeveloperSeller, Contractor or Subcontractors any of Seller’s Affiliates, the Company or any of their respective Affiliates; its Subsidiaries with regard to any taxable period ending on or before the Closing Date (ii) the “Pre-Closing Taxes; (iiiPeriod”) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes attributable to a breach by Developer of its representationsand the portion ending at 11:59 p.m., warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorpHouston, as a transferee or successorTexas time, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding prior to the Closing Date of any taxable period that begins before and ends on or after the Closing Date (a “Straddle Period”), and, as to Seller or Seller Affiliates only, for any period before or after Closing; provided, however, that neither the Company nor any of its Affiliates shall constitute a Seller Affiliate after the Closing. (b) With respect to a Straddle Period, the portion of Taxes attributable to the portion of such taxable period beginning before the Closing Date shall be calculated as though the tax year terminated as of 11:59 p.m., Houston, Texas time, on the day immediately prior to the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, wages, profits or similar items, such Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the end of the day immediately prior to the Closing Date and the denominator of which shall be the number of days in the taxable period. (c) The Buyer shall indemnify and hold the Seller harmless from and against any and all Taxes of, or pertaining or attributable to, the Company or any of its Subsidiaries with respect to any taxable period or portion of a Straddle Period that begins at 11:59 p.m., Houston, Texas time, on the day immediately prior to the Closing Date. (bd) Developer The indemnities provided in this Section 10.1 shall defend, indemnify and hold harmless survive the PacifiCorp Indemnified Parties from and against Closing for a period of 60 days following the applicable statutes of limitation plus 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 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 extensions 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 losses suffered by the PacifiCorp Indemnified Parties as a result waivers thereof. (de) PacifiCorp may The Tax indemnification rights, obligations, and procedures set off against forth in this Article X shall in no way be limited or modified by the Contract Price and any Progress Payments indemnification provisions of Article IX. (f) The Parties agree that the indemnification provisions set forth in this Article X shall not apply to any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1the extent such amounts are accounted for in the Final Adjustment Statement.

Tax Indemnification. Except to the extent of any Losses attributable to (i) Taxes which were included in the calculation of Closing Working Capital, Closing Indebtedness, or included in the calculation or otherwise as an adjustment to the Purchase Price in Section 2.05, (ii) the 111(4)(e) Tax Liability, or (iii) the Buyer Requested Pre-Closing Reorganization, Sellers shall, severally and not jointly, and in equal proportions, indemnify the Buyer Indemnitees and hold them harmless from and against any Loss attributable, without duplication, to (a) Developer shall defend, indemnify and hold harmless any breach of or inaccuracy in any representation or warranty made in Section 3.25; (b) the PacifiCorp Indemnified Parties from and against any: Schedule 6.03 Matter; (ic) income or franchise any other Taxes of Developer, Contractor the Target Companies or Subcontractors or any relating to the business of their respective Affiliates; (ii) the Target Companies for a Pre-Closing Taxes; Tax Period (iiiwith the portion of any Straddle Period treated as a Pre-Closing Tax Period determined in accordance with Section 6.04) Transfer excluding, in each case, (x) Taxes for which Developer is responsible pursuant related to Section 21.2; or arising out of the Schedule 6.03 Matter, and (ivy) any Taxes attributable to transactions occurring on the Closing Date and after the Closing that are outside the ordinary course of business; (d) any other Taxes of any Seller or any member of an affiliated, consolidated, combined, or unitary group of which any Target Company (or any predecessor of any Target Company) is or was a breach member on or prior to the Closing Date by Developer reason of its representationsa liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of state, warranties local, or covenants pursuant to Section 4.8 and Section 4.14non-U.S. Law; and (ve) the Vendor Pre-Closing Reorganization (collectively, “Indemnified Taxes”). Sellers shall indemnify Buyers for any Indemnified Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior in accordance with Section 6.08 within ten (10) Business Days after written notice to the close Sellers of business on payment of such Indemnified Taxes by Buyers or any Target Company in accordance with 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 Project to be placed in service within the meaning provisions of Section 45 of 6.05 hereof. Such written notice shall contain factual information describing the Code no later than Loss and the end of the fourth calendar year after the date on which construction beganpayment thereof, regardless of whether such failure is caused by and shall include any notice, invoice, 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 other document received from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp Governmental Authority or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1Person in respect of such Loss and payment thereof.

Tax Indemnification. (ai) Developer Sellers shall defendindemnify Purchaser and its Affiliates (including the Companies and the Subsidiaries) and hold them harmless from all liability for (1) Excluded Taxes and (2) any breach of a representation set forth in Section 4.11, except in each case (A) in respect of Taxes described on Schedule 10.6(a)(i) or (B) to the extent Taxes have been taken into account in calculating the adjustments set forth in Section 2.1(ii) through (iv) and the adjustments to the Initial Purchase Price set forth in Section 2.2. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless Purchaser and its Affiliates (including the PacifiCorp Indemnified Parties Companies and Subsidiaries) from any liability for (A) Taxes attributable to any action taken on or after the Closing Date by Purchaser, any of its Affiliates (including the Companies and against any: (ithe Subsidiaries) income or franchise Taxes any transferee of Developer, Contractor or Subcontractors Purchaser or any of their respective Affiliates; its Affiliates (ii) Pre-Closing Taxes; (iii) Transfer Taxes for which Developer is responsible other than any such action expressly required by applicable Law or by this Agreement or pursuant to Section 21.2; a legally binding commitment entered into by Sellers, the Companies or the Subsidiaries made before the Closing) (iva “Purchaser Tax Act”) any or (B) Taxes attributable to a breach by Developer Purchaser of its representationsobligations under this Agreement or (C) the increase in costs and expenses (including, warranties or covenants pursuant to without limitation, Taxes) described in Section 4.8 and Section 4.14; 10.6(a)(ii)(6) and (v7). (ii) Purchaser shall, and shall cause the Companies and Subsidiaries to, indemnify Sellers and their Affiliates and hold them harmless from (1) all liability for Taxes imposed of the Companies and the Subsidiaries for any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case Purchaser’s indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period), (2) all liability for the Taxes described on PacifiCorpSchedule 10.6(a)(i), (3) any liability for Taxes that have been taken into account in calculating the adjustments set forth in Section 2.1(ii) through (iv) and the adjustments to the Initial Purchase Price set forth in Section 2.2, (4) except as provided in Section 10.6(a)(ii)(6) and (7), liability for 50% of the amount of Transfer Taxes arising from the transactions contemplated by this Agreement, (5) all liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement, (6) the increase in costs and expenses (including, without limitation, Taxes) incurred by any Seller, Company, Subsidiary or any of their respective Affiliates over the amount that would have been incurred by any of them had the sale of German Holdco as described in Section 1.2 of this Agreement and the application of the proceeds as described therein not occurred, but Financiere Pollux SA were instead sold owning German Holdco, for the aggregate amount of proceeds attributable to German Holdco and Financiere Pollux SA and (7) the increase in costs and expenses (including, without limitation, Taxes) incurred by any Seller, Company, Subsidiary or any of their respective Affiliates as a transferee result of any Purchaser Restructuring Transaction over the costs and expenses (including, without limitation, Taxes) that would have been incurred had such Purchaser Restructuring Transaction not been undertaken. (iii) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (1) real, personal and intangible property Taxes (“Property Taxes”) of the Companies and the Subsidiaries 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 (2) the Taxes (other than Property Taxes) of the Companies or successor, by contract or pursuant the Subsidiaries allocable to any Law, which Taxes relate to an event or transaction occurring prior to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the day immediately preceding the Closing Date. , provided that exemptions, allowances or deductions that are calculated on an annual basis (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 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 Majeureincluding, but not if such failure is solely limited to, depreciation and amortization deductions) shall be allocated between the result period ending on the Closing Date and the period after the Closing Date in proportion to the number of the acts or omissions of PacifiCorp days in breach of this Agreement, then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereofeach period. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer shall defendSeller will indemnify, defend and hold the Buyer Group harmless from and against all Liability for Taxes with respect to the Business and the Company for any taxable period that ends on or before the date hereof and the portion of any Straddle Period ending on the date hereof. (b) Buyer will indemnify, defend and hold the Seller Group harmless from and against, except to the extent Seller is otherwise required to indemnify Buyer for such Tax pursuant to Section 13.6(a), all Liability for Taxes of the Company for any taxable period ending after the date hereof, including the portion of any Straddle Period following the date hereof. (c) The obligations of each party to indemnify, defend and hold harmless the PacifiCorp other party and other Persons, pursuant to Sections 13.6(a) and 13.6(b), will terminate upon the expiration of all applicable statutes of limitations (giving effect to any extensions thereof), PROVIDED, HOWEVER, that such obligations to indemnify, defend and hold harmless will not terminate with respect to any individual item as to which an Indemnified Parties from and against any: Party shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party. (d) In the case of any Straddle Period, (i) the periodic Taxes of the Company and the Business that are not based on income or franchise Taxes receipts (E.G., property Taxes) for the portion of Developerany Straddle Period ending on the date hereof will be computed based on the ratio of the number of days in such portion of the Straddle Period and the number of days in the entire taxable period, Contractor or Subcontractors or any of their respective Affiliates; and (ii) Pre-Closing Taxes; Taxes of the Company for the portion of any Straddle Period ending on the date hereof (iiiother than the Taxes described in Section 13.6(d)(i)) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes attributable to a breach by Developer shall be computed as if such taxable period ended as of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding date hereof, and, in the Closing Datecase of any Income Taxes of the Company attributable to the ownership by the Company of any equity interest in any partnership or other "flowthrough" entity (other than the Company), as if a taxable period of such partnership or other "flowthrough" entity ended as of the close of business on the date hereof. (be) 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 Project Any indemnity payment required to be placed made pursuant to this Section 13.6 will be paid within 30 days after the Indemnified Party makes written demand upon the Indemnifying Party, but in service within the meaning of Section 45 of the Code no later case earlier than the end of the fourth calendar year after five business days prior to the date on which construction began, regardless of whether the relevant Taxes are required to be paid (or would be required to be paid if no such failure is caused by or Taxes are due) to 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofrelevant taxing authority (including estimated Tax payments). (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer CTI shall defendindemnify Buyer, indemnify the Company and its Subsidiaries and hold them harmless the PacifiCorp Indemnified Parties from and against any: (iA) income all Taxes (or franchise the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (each such taxable period, a “Pre-Closing Tax Period”), (B) any and all Taxes of Developerany member of an affiliated, Contractor consolidated, combined, or Subcontractors unitary group of which the Company or any Subsidiaries (or any of their respective Affiliates; (iipredecessors) Pre-is or was a member on or prior to the Closing Taxes; (iii) Transfer Taxes for which Developer is responsible Date, including pursuant to Treasury Regulation Section 21.2; 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (ivC) any and all Taxes attributable to a breach by Developer of any Person (other than the Company and its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (vSubsidiaries) Taxes imposed on PacifiCorp, the Company and its Subsidiaries as a transferee or successor, by contract or pursuant to any Lawlaw, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing, except in each case, to the extent such Taxes were taken into account in the final determination of Final Closing CTI Borne Expenses. Except as otherwise provided in 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 (a “Straddle Period”), the amount of any Taxes 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 day immediately preceding Closing Date, and the amount of other Taxes of the 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 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. (b) Developer shall defend, indemnify Date and hold harmless the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered by denominator of which is the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) number of days in the 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofStraddle Period. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer shall defend, Each Seller will indemnify and hold harmless the PacifiCorp Indemnified Parties Aircastle, each Purchaser and each Transferred Entity from and against any: (i) income 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 franchise relating to any Taxes of Developer, Contractor or Subcontractors or any each of their respective Affiliates; the Transferred Entities relating to (ii) Pre-Closing Taxes; (iii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (ivx) any Taxes periods ending on or before the Transfer Date of the Transferred Entity and (y) 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 indemnity provided in the foregoing sentence shall include, without limitation, any Tax liability arising by Developer reason of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) a Transferred Entity being severally liable for any Taxes imposed on PacifiCorpof another person by contract, as a transferee or successor, otherwise and any Tax liability incurred in connection with the transactions contemplated by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding the Closing Datethis Agreement. (b) Developer shall defend, Each Purchaser will indemnify and hold harmless the PacifiCorp Indemnified Parties from GAIF 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 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 each Seller from and against any and losses suffered 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 (x) 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 breach or inaccuracy of any representation, warranty or covenant of GAIF or any Seller contained herein or in another Operative Agreement. Except in respect of Reserved Obligations and as otherwise expressly provided in any Operative Agreement, the indemnity provided in the foregoing sentence shall include, without limitation, any Tax liability arising by the PacifiCorp Indemnified Parties reason of a Transferred Entity being severally liable for any Taxes of another Person by contract, as a result thereof. (d) PacifiCorp may set off against the Contract Price transferee or otherwise and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to Tax liability incurred in connection with the transactions contemplated by this Section 21.1Agreement.

Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 7.01) and hold them harmless from and against (a) Developer shall defendany loss, indemnify damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’ fees and hold harmless the PacifiCorp Indemnified Parties from and against any: cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach of or inaccuracy in any representation or warranty made by such Seller in Section 3.15, but not to exceed the amount of the Purchase Price actually received by such Seller (ithe “Seller’s Purchase Price”); (b) income any Loss attributable to any breach or franchise violation of, or failure fully to perform, any covenant, agreement, undertaking, or obligation of such Seller in ARTICLE VI but not to exceed the amount of the Seller’s Purchase Price; (c) all Taxes of Developer, Contractor the Company or Subcontractors or any relating to the business of their respective Affiliates; (ii) the Company for all Pre-Closing TaxesTax Periods (as defined below); (iiid) Transfer all Taxes for of any member of an affiliated, consolidated, combined, or unitary group of which Developer a Company (or any predecessor of a Company) is responsible pursuant or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 21.2; (iv) 1.1502-6 or any Taxes attributable to a breach by Developer comparable provisions of its representationsforeign, warranties state, or covenants pursuant to Section 4.8 and Section 4.14local Law; and (ve) any and all Taxes of any Person imposed on PacifiCorp, as a the Company arising under the principles of transferee or successorsuccessor liability or by contract, by contract or pursuant to any Law, which Taxes relate relating to an event or transaction occurring prior before the Closing Date, in each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 6.02 within ten (10) business days after payment of such Taxes by Buyer or the close Company. The term “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of business such taxable period ending on the day immediately preceding and including 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 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer shall defendNotwithstanding any other provision of this Agreement or any Ancillary Agreement, each of the Sellers will jointly and severally 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 (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 levied or imposed upon, or in connection with, the Fastener Business Assets or the Fastener Business with respect to any taxable period or portion thereof ending on or 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 Table of Contents 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 PacifiCorp Indemnified Parties from Parent and against any: its subsidiaries other than the Transferred Fastener Subsidiaries and their respective directors, officers, employees, agents and representatives (i) income including, without limitation, any predecessor or franchise Taxes of Developer, Contractor or Subcontractors or successor to any of their respective Affiliates; (iithe foregoing) 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 transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the 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 and all Indemnifiable Losses relating to, resulting from or arising out of (i) Taxes described in Tax Law Losses suffered by Section 8.5(a)(i) and (ii) to the PacifiCorp Indemnified Partiesextent such Taxes are taken into account in preparing the Closing Date Balance Sheet, (ii) Taxes for which Buyer is responsible for in Section 5.9, and (iii) Taxes described in the last sentence of Section 8.2. (c) If Developer fails The Sellers agree to cause indemnify the Buyer against and hold it harmless from all property (including all PTC Facilities) in the Project to be placed in service within the meaning of Section 45 income Taxes, expenses or other losses arising out of the Code no later than the end failure 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 Sellers to perform any of the acts or omissions of PacifiCorp in breach of agreements it is required to perform under this AgreementArticle VIII, then Developer shall defend, and the Buyer agrees to indemnify the Sellers and hold them harmless from all Taxes, expenses or other losses arising out of the PacifiCorp Indemnified Parties from and against any and losses suffered failure by the PacifiCorp Indemnified Parties as a result thereofBuyer to perform any of the agreements it is required to perform under this Article VIII. (d) PacifiCorp may set off against Any indemnification obligation of the Contract Price and any Progress Payments any amounts due PacifiCorp Buyer or any other PacifiCorp Indemnified Parties the Sellers pursuant to this Section 21.18.5 shall be net of any Tax Benefit realized by the indemnified party or its Affiliates and increased by the relevant After Tax Amount. For purposes of this Agreement, “After Tax Amount” means any additional amount necessary to reflect the Tax consequences of the receipt 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) Developer From and after Closing, Seller shall defendpay or cause to be paid, indemnify shall be liable for, and shall indemnify, defend and hold Buyer and its Affiliates (including, after the Closing Date, the Companies and their Subsidiaries) harmless from and against, without duplication (i) any and all Excluded Taxes (other than Taxes arising from or in connection with any action taken or transaction undertaken by Buyer or any of its Affiliates (including the PacifiCorp Companies and their Subsidiaries) on the Closing Date but after the Closing, that is outside of the 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 Section 1.6, and (ii) all third-party out-of-pocket costs and expenses, including reasonable legal, accounting, appraisal, consulting or similar fees, actually incurred relating to the foregoing (including such costs occurred in contesting the assessment of such Taxes). For avoidance of doubt, except for rights to be reimbursed or indemnified for Taxes based on a breach of an Indemnified Parties Tax Representations, Buyer and its Affiliates (including, after the Closing Date, the Companies and their Subsidiaries) shall not be entitled to 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. (b) From and after Closing, Buyer shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold Seller and its Affiliates harmless from and against any: (i) income or franchise any and all Taxes of Developer, Contractor or Subcontractors or any of the Companies and their respective AffiliatesSubsidiaries that are not Excluded Taxes; (ii) Pre-Taxes arising from or in connection with any action taken by Buyer or any of its Affiliates (including any transaction undertaken by the Companies and their Subsidiaries) on the Closing TaxesDate but after the Closing that is outside of the 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 Developer Buyer 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 4.147.8; and (v) Taxes imposed on PacifiCorpall third-party out-of-pocket costs and expenses, as a transferee including reasonable legal, accounting, appraisal, consulting or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior similar fees actually incurred relating to the 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 Partiesforegoing. (c) If Developer fails Payment in full of any amount due under this Section 7.1 shall be made to cause all property (including all PTC Facilities) in the Project to be placed in service within the meaning of Section 45 of the Code indemnified party by Wire Transfer no later than the end later of (i) ten (10) days after the fourth calendar year after indemnified party makes written demand on the indemnifying party and (ii) five (5) days prior to the date on which construction began, regardless of whether such failure the underlying amount 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 losses suffered required to be paid by the PacifiCorp Indemnified Parties as a result thereofindemnified party. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer 12.4.1 Parent shall defend, indemnify Holdings and its Affiliates and hold them harmless the PacifiCorp Indemnified Parties from and against any: (i) income or franchise any Taxes of DeveloperSellers and its Affiliates (other than Taxes described in Section 12.4.2), Contractor or Subcontractors or any of their respective Affiliates; (ii) any liability for Taxes of the Transferred Subsidiaries or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing Date and for the Pre-Closing Taxes; Period, (iii) Transfer any liability for Taxes for which Developer is responsible result from (A) the deemed sale of assets pursuant to the Elections or any election under Section 21.2; 338(g) of the Code, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws, (iv) any liability for Taxes attributable to a breach by Developer imposed upon any of its representations, warranties or covenants the Transferred Subsidiaries pursuant to Treasury Regulation Section 4.8 and Section 4.14; and 1.1502-6 (vor similar provision under any state, local or foreign Tax law) Taxes imposed on PacifiCorp, as a transferee or successorresult of being a member of an affiliated group, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the 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 Project to be placed in service within the meaning of Section 45 1504 of the Code no later than (or similar provision under any state, local or foreign Tax law), prior to the end Closing, and any liability for Taxes imposed on any of the fourth calendar year after Transferred Subsidiaries as a transferee or successor (where such Transferred Subsidiary became a transferee or successor before the date on which construction beganClosing) or by contract (where such contract was entered into prior to the Closing), regardless of whether such failure is caused by or the result of Force Majeure, but not if such failure is solely the result and (v) any Loss attributable to any breach of the acts or omissions of PacifiCorp representations and warranties contained in breach of this Agreement, then Developer Section 7.8. 12.4.2 Holdings shall defend, indemnify Parent and its affiliates and hold them harmless the PacifiCorp Indemnified Parties from and against (i) any liability for Taxes of the Transferred Subsidiaries or otherwise relating to the Assets or Business for any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case Holdings’ indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period), and losses suffered by (ii) any liability for sales and use Taxes, value added Taxes, and real and personal property Taxes attributable to Pre-Closing Periods to the PacifiCorp Indemnified Parties extent that each is accrued on the Closing Balance Sheet and included as a result thereofCurrent Liability in the computation of Closing Net Working Capital. 12.4.3 In the case of any Straddle Period, the liability for Taxes for the Pre-Closing Period shall be determined on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing Date, except that (di) PacifiCorp may set off against all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Contract Price pre-Closing period on a per diem basis and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this (ii) real and personal property Taxes shall be apportioned between Parent and Holdings in accordance with the principles under Section 21.1164(d) of the Code.

Tax Indemnification. (a) Developer The Seller shall defendindemnify the Buyer, indemnify its Affiliates and the Buyer Subsidiaries and hold them harmless the PacifiCorp Indemnified Parties from and against anyagainst: (i) income any liability for taxes (including without limitation any obligation to contribute to the payment of a tax determined on a consolidated, combined, or franchise Taxes unitary basis with respect to a group of Developer, Contractor corporations that includes or Subcontractors included the Company or any of their respective Affiliatesits Subsidiaries) of the Company and the Subsidiaries for all taxable periods ending on or before the Closing Date (the "Pre-Closing Tax Period") and for the portion of any taxes (including without limitation any obligation to contribute to the payment of a tax determined on a consolidated, combined, or unitary basis with respect to a group of corporations that includes or included the Company or any of its Subsidiaries) of the Company and the Subsidiaries for any Straddle Period (as defined in Section 7.1(c)) that is allocated (pursuant to Section 7.1(c)) to the Pre-Closing Tax Period (such liabilities collectively, "Pre-Closing Tax Liabilities"); (ii) Pre-Closing any liability for Conveyance Taxes; and (iii) Transfer Taxes all taxes arising out of a breach or inaccuracy of any representation or warranty contained in Section 3.15. Notwithstanding the foregoing, the Seller shall not indemnify or hold harmless the Buyer, its Affiliates or the Buyer Subsidiaries from or against any liability for which Developer is responsible pursuant to Section 21.2; (iv) any Taxes taxes attributable to a breach by Developer the Buyer of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close of business on the day immediately preceding the Closing Dateobligations under this Agreement. (b) Developer The Buyer shall defendindemnify the Seller, indemnify its Affiliates and the Seller Subsidiaries and hold them harmless the PacifiCorp Indemnified Parties from and against any Change liability for taxes of the Company and the Subsidiaries for any taxable period ending after the Closing Date (except with respect to a Straddle Period, in which case the Buyer's indemnity will cover only taxes that are not Pre-Closing Tax Law Losses suffered Liabilities). Notwithstanding the foregoing, the Buyer shall not indemnify or hold harmless the Seller, its Affiliates or the Seller Subsidiaries from or against any liability for taxes attributable to a breach by the PacifiCorp Indemnified PartiesSeller of its obligations under this Agreement. (c) If Developer fails In the case of any taxable period that includes but does not end on the Closing Date (a "Straddle Period"), taxes of the Company and the Subsidiaries for the Straddle Period (i) shall be computed as if the Company and the Subsidiaries had not been included in a consolidated, combined or unitary tax return with the Seller or any other corporation, but rather, as if the Company and the Subsidiaries had filed a consolidated, combined or unitary tax return as a separate affiliated group to cause all property the extent that filing in such manner would have been allowed by the applicable taxing authority if the Seller had not owned any of the stock of the Company, or, to the extent that filing in such manner would not have been allowed by the applicable taxing authority, on an entity-by-entity basis, and otherwise consistent with past practice, and (including all PTC Facilitiesii) shall be allocated to the Pre-Closing Tax Period using an interim-closing-of-the-books method assuming that such taxable period ended at the close of the Closing Date, except that (X) exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation) shall be apportioned on a per-diem basis and (Y) real property, personal property, intangibles and other similar taxes shall be allocated in accordance with the Project to be placed in service within the meaning principles of Section 45 164(d) 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofCode. (d) PacifiCorp may set off against Notwithstanding anything in this Agreement to the Contract Price and any Progress Payments any amounts due PacifiCorp contrary, the Seller shall have no liability under this Agreement in respect of taxes of the Company or any of the Subsidiaries which are attributable to any action of the Buyer or any of its Affiliates (including, without limitation, the Company or any of the Subsidiaries) that occurs after the Closing (whether on the Closing Date or otherwise) other PacifiCorp Indemnified Parties pursuant than (i) any such action to the extent required by law, (ii) any such action that occurs after the Closing Date to the extent permitted by law provided that the Buyer shall have obtained the prior written consent of the Seller, which consent shall not be unreasonably withheld or (iii) any such action expressly contemplated by this Section 21.1Agreement.

Tax Indemnification. (aSubject to the limitations provided in Section 8.4 hereof, pursuant to Section 8.2(d) Developer hereof, the Sellers shall defend, indemnify the Buyer Indemnified Parties after the Closing and hold harmless the PacifiCorp Buyer Indemnified Parties harmless from and against any: against, without duplication, all Losses resulting from or attributable to (i) income any and all Taxes (or franchise the nonpayment thereof) of the Company and Serv Food for all Pre-Closing Tax Periods, including, for the avoidance of doubt, Taxes of Developerattributable to the matters set forth on Company Disclosure Schedule 4.7, Contractor or Subcontractors or any of their respective Affiliates; (ii) Pre-Closing Taxes; any and all Taxes of the Equity Sellers and RE Sellers, (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; (iv) of 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 Person imposed on PacifiCorp, the Company as a transferee or successor, by contract or agreement, or pursuant to any LawLaw or otherwise, which Taxes relate to an event or transaction occurring prior at or before the Closing, (that is not a Buyer Closing Date Transaction), (iv) any Taxes for which the Company is liable pursuant to the close Treasury Regulation Section 1.1502-6 or any similar provision of business on the day immediately preceding the Closing Date. (b) Developer shall defendstate, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any Change in Tax local or non-U.S. Law Losses suffered by the PacifiCorp Indemnified Parties. (c) If Developer fails to cause all property (including all PTC Facilities) in the 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. of having been a member of an affiliated, consolidated, combined or unitary group before the Closing, (dv) PacifiCorp may set off against any Transfer Taxes for which the Contract Price Sellers are responsible pursuant to Section 6.17(e), (vi) any Taxes attributable to the Pre-Signing Restructuring, and (vii) any Progress Payments any amounts due PacifiCorp and all employment, payroll and withholding Taxes imposed on the Buyer or any other PacifiCorp Indemnified Parties 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 21.16.17(a) and Section 8.2(d) shall survive until 60 days after the expiration of the applicable statute of limitations for the underlying Tax matter (provided, that such survival shall not exceed the period allowed pursuant to 10 Del. Code § 8106(c)).

Tax Indemnification. (a) Developer Except as otherwise provided herein, Seller shall defend, indemnify the Company and Purchaser and hold them harmless the PacifiCorp Indemnified Parties from and against any: any loss, claim, liability, expense, or other damage attributable to (i) income all Taxes (or franchise Taxes the non-payment thereof) of Developerthe Company or for which the Company is liable for all taxable periods ending on or before the Closing Date and the portion though the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), Contractor or Subcontractors or including any Corporate Tax Liability Amount in excess of their respective Affiliates; any Corporate Tax Liability Amount set off against the Holdback Amount pursuant to this Agreement, (ii) Preall Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes; 6 or any analogous or similar Law, and (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; of any Person (ivother than the Company) 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, the Company as a transferee or successor, by contract Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior before the Closing; provided however, that in the case of clauses (i), (ii) and (iii) above, Seller shall not be liable to the close of business extent that such 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 income) on the day immediately preceding Closing Balance Sheet as finalized (rather than in any notes thereto) and taken into account in determining any adjustment to the Closing Date. (b) Developer Purchase Price pursuant to Section 1.4 or Section 1.6. Seller shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against reimburse Purchaser for 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 Project to be placed in service within the meaning of Section 45 Taxes of the Code no later than Company that are the end responsibility 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Seller pursuant to this Section 21.16.11(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 successor thereto, the indemnity obligation under this Section 6.11 shall be interpreted as running from Seller to the Company and, if it cannot be so characterized, it shall be considered to be a Purchase Price adjustment under this Agreement.

Tax Indemnification. Except to the extent included as a liability in determining the Closing Working Capital, the Company Securityholders shall be liable for and covenant to pay, and pursuant to Article VIII shall reimburse each Parent Indemnitee from the Escrow Account, the amount of any and all Losses incurred by such Parent Indemnitee (aexcept to the extent that Taxes which are being claimed as Losses were paid prior to the Closing Date) Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against anyas a result of: (i) income or franchise all Taxes of Developer, Contractor or Subcontractors or the Company and each Subsidiary for any Pre-Closing Tax Period (net of their respective Affiliatesany Tax refunds); (ii) Preall Taxes that the Company or any Subsidiary is liable for (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, local, or non-U.S. Laws) solely as a result of being a member of (or leaving) an affiliated, consolidated, combined, or unitary Tax group on or before the Closing TaxesDate; (iii) Transfer all Taxes of any other Person that the Company or any of the Subsidiaries is liable for which Developer as a result of transferee liability, successor liability, or a contractual obligation, in each case, that is responsible pursuant attributable to Section 21.2any Pre-Closing Tax Period; (iv) any all Taxes attributable to resulting from a breach by Developer of its representations, warranties a representation or covenants pursuant to warranty contained in Section 4.8 and 3.9 or a covenant contained in this Section 4.145.10; and (v) any Transfer Taxes imposed on PacifiCorp, as a transferee or successor, by contract or for which the Company Securityholders are responsible pursuant to Section 5.10(i); provided, however, that the Company Securityholders shall not be liable for and shall have no responsibility to indemnify any Law, which Parent Indemnitee for any amount under this Section 5.10(a) with respect to any Taxes relate to an event of the Company or transaction occurring prior Subsidiary for any Pre-Closing Tax Period to the 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 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 extent 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 losses suffered by the PacifiCorp Indemnified Parties Taxes arose as a result thereofof an action, election, activity or failure of Parent, Newco, the Surviving Corporation, any Subsidiary, or an Affiliate of the foregoing that is outside the ordinary course of business and not contemplated by this Agreement on the Closing Date or in a Post-Closing Tax Period (including the portion of a Straddle Period beginning after the Closing Date as determined under Section 5.10(b)(ii)). (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. Except to the extent treated as a liability in the calculation of Closing Working Capital, Seller shall indemnify the Company, Buyer, and each Affiliate and Representative of Buyer and hold them harmless from and against (a) Developer shall defendany Losses attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.16; (b) any Losses attributable to any breach or violation of, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any: or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VII; (ic) income or franchise all Taxes of Developerthe Company, Contractor any of its Subsidiaries or Subcontractors relating to the Business of the Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of their respective Affiliates; its Subsidiaries (iior any predecessors of the Company ) Preare or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-Closing Taxes; (iii) Transfer Taxes for which Developer is responsible pursuant to Section 21.2; (iv) 6 or any Taxes attributable to a breach by Developer comparable provisions of its representationsforeign, warranties state or covenants pursuant to Section 4.8 and Section 4.14local Law; and (ve) any and all Taxes of any person imposed on PacifiCorp, as a the Company arising under the principles of transferee or successorsuccessor liability or by contract, by contract or pursuant to any Law, which Taxes relate relating to an event or transaction occurring prior to the close of business on the day immediately preceding before the Closing Date. (b) Developer shall defend; provided, 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) however, that in the Project case of clauses (i), (ii), and (iii) above, Seller shall be liable only to be placed in service within the meaning of Section 45 extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Code no later Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the end adjustments to Purchase Price set forth in Section 2.3. Seller shall reimburse Buyer for any Taxes of the fourth calendar year after Company that are the date on which construction began, regardless responsibility 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereof. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties Seller pursuant to this Section 21.17.3 within fifteen (15) business days after payment of such Taxes by Buyer or the Company. 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 and its Subsidiaries that are the responsibility of Seller pursuant to this ARTICLE VII.

Tax Indemnification. (a) Developer Zinger shall defend, indemnify West and West/Delaware and hold them harmless the PacifiCorp Indemnified Parties from and against any: against, without duplication, any Losses attributable to (i) income all Taxes (or franchise the non-payment thereof) of the Company, the Subsidiary and Medimop USA (including, but not limited to, Taxes related to “Approved Enterprise” approvals) for all taxable periods ending on or before the Initial Closing Date and the portion through the end of Developerthe Initial Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), Contractor or Subcontractors or any of their respective Affiliates; (ii) Preall Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company, the Subsidiary or Medimop USA (or any predecessor of any of the foregoing) is or was a member on or prior to the Initial Closing Date, including pursuant to Treasury Regulation §1.1502-Closing Taxes; 6 or any analogous or similar state, local, or foreign law or regulation, and (iii) Transfer any and all Taxes for which Developer is responsible pursuant to Section 21.2; of any person (ivother than the Company, the Subsidiary or Medimop USA) 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 PacifiCorpthe Company, the Subsidiary or Medimop USA as a transferee or successor, by contract or pursuant to any Lawlaw, rule, or regulation, which Taxes relate to an event or transaction occurring prior before the Initial Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, Zinger shall be liable only to the close extent that such Taxes exceed the amount, if any, of business such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) reflected in the final determination of Net Assets on the day immediately preceding Final Net Assets Statement. Zinger shall reimburse the Closing DateCompany, the Subsidiaries and Medimop USA for any Taxes that are the responsibility of Zinger pursuant to this Section 9.8 within fifteen (15) Business Days after payment of such Taxes by the Company, the Subsidiaries or Medimop USA . (b) Developer shall defendIn order appropriately to apportion any Taxes relating to a period that includes the Initial Closing Date, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered parties hereto will, to the extent permitted by applicable law, elect with the PacifiCorp Indemnified Parties. (c) If Developer fails relevant taxing authority to cause treat for all property (including all PTC Facilities) in purposes the Project to be placed in service within Initial Closing Date as the meaning last day of Section 45 a taxable period of the Code no later than Company, the end Subsidiary or Medimop USA (a “Short Period”). In any case where applicable law does not permit the Company to treat the Initial Closing Date as the last day of a Short Period, then for 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 purposes of this Agreement, then Developer the portion of each Tax that is attributable to the operation of the Company, for the period which would have qualified a s a Short Period if such election had been permitted by applicable law (an “Interim Period”) shall defendbe (i) in the case of a Tax that is a real property, indemnify personal property or ad valorem tax, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and hold harmless the PacifiCorp Indemnified Parties from denominator of which is the total number of days in such period, and against any and losses suffered by (ii) in the PacifiCorp Indemnified Parties as case of other Taxes, the Tax that would be due with respect to the Interim Period if such Interim Period were a result thereofShort Period determined based upon an interim closing of the books. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer NCH shall defendpay, and indemnify the Purchaser, the New Securities Company and hold harmless each Related Company against, but only to the PacifiCorp Indemnified Parties from and against any: extent not reserved for in the Closing Balance Sheets, (i) income or franchise all Taxes of DeveloperNCS and NCL (if and to the extent the Purchaser could have any exposure thereto), Contractor or Subcontractors or any of their respective Affiliates; (ii) Pre-Closing Taxes; all Taxes of all Japanese Related Companies under the Corporation Tax Law (or similar Applicable Law imposing Tax based on income) in respect of all periods prior and up to December 31, 2008, and (iii) Transfer all Taxes for which Developer is responsible are obligations of the New Securities Company or any Group Company pursuant to Section 21.2; the Corporation Tax Law (ivor similar Applicable Law) solely by reason of the New Securities Company or Group Company having been a member of any Taxes attributable to a breach by Developer of its representationsconsolidated, warranties combined or covenants pursuant to Section 4.8 and Section 4.14; and (v) Taxes imposed unitary group on PacifiCorp, as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the close Closing Date (but not, for the avoidance of business doubt, Taxes imposed upon the income or operations of the New Securities Company or any Group Company for any periods beginning on or after January 1, 2009). For the day immediately preceding avoidance of doubt, the Closing DateSeller shall have no indemnification obligations in respect of Taxes of the New Securities Company or any Group Company arising out of or attributable to the period (or portion thereof) beginning after the Closing. (b) Developer shall defend, indemnify NCH will be entitled to any credits and hold harmless refunds (including interest received thereon) under the PacifiCorp Indemnified Parties from and against any Change in Corporation Tax Law Losses suffered by (or similar Applicable Law imposing Tax based on income) (i) relating to NCS in respect of taxable periods (or portions thereof) ending on or before the PacifiCorp Indemnified Parties. Closing and (cii) If Developer fails relating to any Japanese Related Company, in respect of taxable periods (or portions thereof) ending on or before December 31, 2008. The Purchaser shall cause all property (including all PTC Facilities) in the Project such refund 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 paid to NCS 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 losses suffered by the PacifiCorp Indemnified Parties NCH (as a result thereofappropriate) promptly following its receipt. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer Parent shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from Buyer in respect of and against any: (x) Damages resulting from any failure to perform any covenant or agreement of Parent set forth in this ARTICLE VIII, and (y) without duplication, the following Taxes to the extent such Taxes are not accounted for in determining the Final Closing Adjustment Amount: (i) income or franchise any Taxes of Developer, Contractor the Acquired Companies or Subcontractors Business Subsidiaries for any taxable period as a result of the transactions contemplated by this Agreement and for any taxable period ending (or any of their respective Affiliates; deemed to end pursuant to Section 8.2(b)) on or before the Closing Date; (ii) Pre-Closing Taxesany Taxes of Parent, except to the extent allocated to Buyer pursuant to Section 8.1(c); and (iii) Transfer any Taxes for which Developer is responsible any Acquired Company or Business Subsidiary has any liability pursuant to Treasury Regulation 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 PacifiCorp1.1502-6, as a transferee or successor, by contract or pursuant to any Lawcontractual obligation or otherwise, which Taxes relate Tax is related to the operations of any Acquired Company or Business Subsidiary on or prior to the Closing Date or an event or transaction occurring prior to before the close of business on the day immediately preceding the Closing DateClosing. (b) Developer Buyer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from Parent in respect of and against any Change Damages resulting from failure to perform any covenant or agreement of Buyer set forth in Tax Law Losses suffered by the PacifiCorp Indemnified Partiesthis ARTICLE VIII or to pay any Taxes allocated to Buyer pursuant to this ARTICLE VIII. (c) If Developer fails Notwithstanding anything herein to cause all property the contrary, no Buyer Indemnified Party shall be entitled to indemnification pursuant to this Agreement for any Damages resulting from, or relating or attributable to Taxes incurred in any period or portion of a period that begins after the Closing Date (including all PTC Facilities) computed in the Project to be placed case of Straddle Periods, as provided in service within the meaning of Section 45 of the Code no later 8.2) other 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 as a result of the acts or omissions of PacifiCorp in breach of this Agreementthe representations contained in Section 2.9(i), then Developer shall defend, indemnify and hold harmless the PacifiCorp Indemnified Parties from and against any and losses suffered by the PacifiCorp Indemnified Parties as a result thereof(j) or (l). (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.

Tax Indemnification. (a) Developer From and after the Closing, the Stockholders shall defendbe liable for, and shall indemnify the Purchaser, its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Purchaser Tax Indemnities") against and hold them harmless the PacifiCorp Indemnified Parties on an after-Tax basis from and against any: (i) income or franchise all liability for Taxes of Developerthe Stockholders, Contractor the Company and any Subsidiary with respect to any Pre-Closing Tax Periods paid by the Company or Subcontractors or any of their respective Affiliates; the Purchaser after the Closing Date and not accrued on the Closing Balance Sheet, (ii) Pre-Closing Taxes; all liability for Taxes of the Stockholders arising (directly or indirectly) as a result of the transactions contemplated hereby, paid by the Company or any Subsidiary or the Purchaser, (iii) Transfer Taxes for which Developer is responsible pursuant any breach of any representation or warranty contained in Section 4.16 resulting in any loss, claim, fine, penalty, amounts paid in settlement, liabilities, costs or expenses to Section 21.2; the Company or any Subsidiary or the Purchaser, and (iv) all liability for reasonable legal fees and expenses of the Company or any Taxes Subsidiary or the Purchaser 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 transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to item in the close of business on the day immediately preceding the Closing Dateforegoing clauses. (b) Developer The indemnity obligation under this Agreement in respect of Taxes for a Straddle Period shall defend, indemnify and hold harmless initially be effected by payment to the PacifiCorp Indemnified Parties from and against any Change in Tax Law Losses suffered Purchaser by the PacifiCorp Indemnified PartiesStockholders of the excess of (i) such Taxes relating to the Pre-Closing Tax Period over (ii) the amount of such Taxes paid by the Company, the Subsidiaries and the Stockholders or any of their affiliates on or prior to the Closing Date plus the amount of any such Taxes which were accrued and reflected on the Closing Balance Sheet. Such excess initially shall be paid to the Purchaser no later than 10 days prior to the date on which the Tax Return with respect to the final liability for such Taxes is required to be filed. If the aggregate amount of such Taxes paid or accrued by the Company or the Subsidiaries prior to the Closing, and by the Stockholders or any of their affiliates at any time, is exceeded by the amount payable pursuant to the preceding sentence, the Stockholders shall pay to the Purchaser the amount of such excess within 10 days after the Tax Return with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 9.4 with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870AD or successor form, or similar state or local Tax form) with respect to Straddle Period Taxes. (c) If Developer fails Any indemnity payment to cause all property (including all PTC Facilities) be made under this Section 9.4, other than an indemnity payment described in the Project immediately preceding paragraph, shall be paid within 10 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than ten business days prior 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 relevant Taxes are required to be paid to 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 losses suffered by the PacifiCorp Indemnified Parties relevant Taxing Authority (including as a result thereofestimated Tax payments). (d) PacifiCorp may set off against Any refund or credit of Taxes of the Contract Price and any Progress Payments any amounts due PacifiCorp Company or any other PacifiCorp Indemnified Parties Subsidiary for any taxable period ending on or before the Closing Date or any Straddle Period shall be for the account of the Company; provided, however, any such refund or credit will reduce any amount for which the Stockholders are liable pursuant to this Section, to the extend such Taxes were paid prior to the Closing Date or accrued on the Closing Balance Sheet, and are not related to the carryback by the Company of any net operating loss, capital loss or similar items incurred after the Closing Date. Any refund or credit of Taxes of the Company or any Subsidiary for any Post-Closing Tax Period shall be for the account of the Company. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 21.19.4(d) to any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against any other Tax liability; provided, however, that any such amounts shall be net of any Tax cost or benefit to the payor party attributable to the receipt of such refund and/or the payment of such amounts to the payee party. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.4(d)(ii). (e) In the event of any conflict between the provisions of this Section 9.4 and other Sections of this Agreement regarding the indemnification of any loss for Taxes, the provisions of this Section 9.4, and not those other Sections, shall be controlling.

Tax Indemnification. (a) Developer Except to the extent treated as a Current Liability in the calculation of Closing Working Capital, Seller and the Seller Related Parties, jointly and severally, shall defend, indemnify each Buyer Indemnitee and hold them harmless the PacifiCorp Indemnified Parties from and against any: (without duplication) (i) income any Loss attributable to any breach of or franchise Taxes of Developer, Contractor inaccuracy in any representation or Subcontractors or any of their respective Affiliateswarranty made in Section 3.22; (ii) Pre-Closing Taxesany Loss attributable to any breach by Seller or Seller’s violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) Transfer all Taxes of the Company for which Developer is responsible pursuant to Section 21.2all Pre-Closing Tax Periods; (iv) any all Taxes attributable to a breach by Developer of its representations, warranties or covenants pursuant to Section 4.8 and Section 4.14Seller for all taxable periods; and (v) any and all Taxes of any Person imposed on PacifiCorp, as a the Company arising under the principles of transferee or successorsuccessor liability or by contract, by contract or pursuant to any Law, which Taxes relate relating to an event or transaction occurring prior to the close of business on the day immediately preceding before the Closing Date. ; and (bvi) Developer shall defendwith respect to all Straddle Periods, indemnify all Taxes of the Company that are allocable to the Pre-Closing Tax Period. In each of the above cases, together with any out-of-pocket fees and 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 expenses (including all PTC Facilitiesattorneys’ and accountants’ fees) incurred in connection therewith. Notwithstanding anything to the Project contrary herein, (A) the Buyer Indemnitees’ sole remedy for Losses with respect to be placed in service within the meaning breaches of Section 45 any of the Code no later representations and warranties contained in Section 3.22 (other than the end Section 3.22(k), (l), (m) or (o)) shall be limited to Taxes of the fourth calendar year Company for Pre-Closing Tax Periods (together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith); (B) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes resulting from any transactions occurring on the Closing Date after the date on which construction beganClosing outside the ordinary course of business; (C) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes arising out of or attributable to the breach by a Buyer of any of its covenants, regardless of whether agreements, undertakings or obligations in this Agreement regarding Tax matters; and (D) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes to the extent such failure is caused by or Taxes shown due and owing were taken into account as liabilities in computing 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 losses suffered by the PacifiCorp Indemnified Parties as a result thereofClosing Working Capital. (d) PacifiCorp may set off against the Contract Price and any Progress Payments any amounts due PacifiCorp or any other PacifiCorp Indemnified Parties pursuant to this Section 21.1.