Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons and hold them harmless from and against (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) The Stockholders, severally (but not jointly) in proportion to their respective ownership of Company Capital Stock, shall indemnify the DSKX Indemnified Persons and hold them harmless the Acquiror Indemnified Parties from and against any and all Damages in respect of (i) all Taxes of the Radiancy Group Company and its Subsidiaries (A) for any taxable period ending on or before the Closing Date, and (B) for the Pre-Closing Tax portion of any Straddle Period (other than Taxes attributable to extraordinary transactions undertaken as defined below) ending on the Closing Date at the direction of DSKX(determined as provided in Section 6.2(d), ); (ii) all Taxes attributable to any inclusion under Section 951 of Radiancy Group the Code by Acquiror or any its Affiliates thereof (other than at the Radiancy Group), including any liability for Taxes allocable to or end of the taxable year of a Subsidiary of the Company that includes the Closing Date arising out of the Business any income accrued by such Subsidiary on or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due prior to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement)Closing Date; and (iii) all Taxes that are imposed on any member of a consolidated, combined, unitary or similar group of which any of the responsibility Company or its Subsidiaries is or was a member on or prior to the Closing Date, by reason of the liability of any of the Company or its Subsidiaries pursuant to Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); and (iv) all Taxes required to be paid by the Stockholders pursuant to Section 5.6(b); provided6.7 hereof. (b) The Parties agree that any and all indemnification obligations hereunder of the Stockholders made pursuant to Section 6.1(a) shall be satisfied first from the available amount of the Indemnity Escrow Fund then on deposit with the Escrow Agent. If and only if the Indemnity Escrow Fund is exhausted or is otherwise unavailable, howeverthen the Stockholders, that severally (but not jointly) in the case proportion to their respective ownership of clauses (i)Company Capital Stock, (ii) and (iii) above, PHMD shall be liable only to the extent Acquiror Indemnified Parties for all indemnification obligations pursuant to Section 6.1(a). (c) Any refunds of Taxes with respect to the Company or its Subsidiaries that such Taxes are in excess paid or credited to the Acquiror, the Company, or any of its Subsidiaries or Affiliates and that relate to taxable periods ending on or prior to the amount, if any, taken into account as a liability in determining Closing Date or the Working Capital portion of any Straddle Period ending on the Closing Date shall be for the account of the Stockholders other than (i) with respect to amounts that were shown as finally determined under this Agreement an asset on the Closing Balance Sheet and by reducing (ii) refunds attributable to the carryback of losses or other Tax attributes of the Company or any of its Subsidiaries from any period beginning after the Closing Date or the post-Closing portion of any Straddle Period. The Acquiror shall pay over to the Stockholder Representative any such refund or the amount of any indemnity payment by the amount such credit, net of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons expense incurred in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied the receipt thereof or otherwise resolved. Any amounts paid entitlement thereto within fifteen (15) days after receipt or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreemententitlement thereto.

Tax Indemnification. PHMD (A) Seller shall be liable for, shall pay, and shall defend, indemnify the DSKX Indemnified Persons and hold them Purchaser and its Affiliates (and their respective officers, directors, employees, agents and representatives) harmless from and against (i) any and all Taxes of due from the Radiancy Group Company for the Pre-Closing Tax Period any taxable period (other than Taxes attributable to extraordinary transactions undertaken or portion thereof) ending on or before the Closing Date at the direction of DSKX)Date, (ii) together with all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)Expenses related thereto; provided, however, that in Seller shall not be liable for such Expenses or to indemnify Purchaser or its Affiliates on account thereof to the case extent Section 6.2(E) expressly states that an action by Purchaser shall be at its Expense. Seller shall be entitled to all refunds of clauses Taxes payable with respect to the Company for taxable periods (i), or portions thereof) ending on or before the Closing Date. (iiB) and (iii) above, PHMD Purchaser shall be liable only to the extent that such Taxes are in excess of the amountfor, if anyshall pay, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to shall defend, indemnify and hold Seller and its Affiliates (and its officers, directors, employees, agents and representatives) harmless Surviving Corporation from and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty against any and all Taxes due from the Company for any taxable period (60or portion thereof) days following beginning after the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiverClosing Date, mitigation or extension of the subject statute of limitations)together with all Expenses related thereto; provided, however, that Purchaser shall not be liable for such Expenses to the extent Section 6.2(E) expressly states that any action by Seller shall be at its Expense. Purchaser shall be entitled to all refunds of Taxes payable with respect to the Company for such taxable periods (or portions thereof). (C) The Indemnified Party shall notify the Indemnifying Party promptly of the commencement of any claim, action, suit or proceeding or other proposed charge or adjustment by any taxing authority concerning Taxes or other Damages for which the Indemnifying Party is liable pursuant to Section 6.2(A) or 6.2(B) hereof ("Tax Claim"). (D) The Indemnified Party shall furnish the Indemnifying Party in a timely manner with copies of all correspondence (including, without limitation, notices, requests, explanations, determinations, schedules, charts and lists) received from any taxing authority in connection with any Tax Claim for which the Indemnified Party is seeking indemnification hereunder. (E) At its option (following reasonable notice and consultation with the Indemnified Party), the Indemnifying Party may, at its Expense, contest any Tax Claim in any legally permissible manner until such time as any payment for Taxes or such other Damages with respect to such Tax Claim is due or, upon the Indemnifying Party's payment of such Taxes and other Damages, may xxx for a refund thereof where permitted by applicable law. Except as provided in the last sentence of this subsection, the Indemnifying Party shall control all actions, suits and proceedings taken in connection with any such contest or refund suit, and may pursue or forego any and all administrative appeals, actions, suits and proceedings and conferences with the taxing authority in respect to such Tax Claim. Notwithstanding the foregoing, if notice such contest or refund suit has or would reasonably be expected to have a material adverse effect on the Indemnified Party or on the liability of a claim shall have been timely given the Indemnified Party for Taxes, if the Indemnified Party is Purchaser or an Affiliate thereof, with respect to PHMD under Section 6.2 any period (or Section 7.1(bportion thereof) ending after the Closing Date, and, if the Indemnified Party is Seller, with respect to any period (or portion thereof) ending on or prior to the Closing Date, then the Indemnified Party may, at its Expense, participate in any such survival termination datecontest or refund suit and no party shall compromise or settle such contest or refund suit without the consent of the other parties, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim which consent shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall not be without duplication with amounts otherwise payable under this Agreementunreasonably withheld.

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons and hold them harmless from and against (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group)Company, including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) Company due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) From and after the Closing, Seller shall indemnify the DSKX Indemnified Persons and hold them harmless Purchaser Indemnitees from and against (i) all liability for Taxes of the Radiancy Group Company for the Pre-Closing Tax Period, (ii) all liability of the Company for Taxes of another entity that was a member of an affiliated, combined, consolidated or unitary group of which the Company was a member on or before the Closing Date as a result of Treasury Regulation § 1.1502-6 or any similar provision of state, provincial, local or foreign Law, and (iii) all liability for reasonable legal fees and expenses attributable to any item in clause (i) or (ii) above. Notwithstanding the foregoing, Seller shall not indemnify or hold harmless any Purchaser Indemnitee from any liability for Taxes to the extent attributable to a breach by Purchaser of Section 9.01(b) or of any other obligation under this Agreement. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (b) In the case of any Straddle Period, the amount of any Taxes based on or measured by income, sales, use, receipts, or other similar items of the Company for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken or Post-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date at Date, and the direction amount of DSKX), (ii) all any other Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability Company for Taxes allocable a Straddle Period which relate to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the Radiancy Group or any Affiliates thereof (other than numerator of which is the Radiancy Group) due to the conveyance by PHMD and its Affiliates number of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that days in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital taxable period ending on the Closing Date as finally determined under this Agreement and by reducing the amount denominator of any indemnity payment by which is the amount number of days in the Straddle Period (x) any tax benefit with the remaining Taxes for such period allocable to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Post-Closing Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitationsPeriod); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD shall (a) After the Closing Date, Seller will indemnify the DSKX Indemnified Persons and hold them harmless Purchaser from and against any and all claims, actions, causes of action, liabilities, losses, damages, and reasonable out-of-pocket expenses and costs resulting from, arising out of or relating to (i) all Pre-Closing Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), Company; (ii) all any Taxes of Radiancy Group the Company measured by income or receipts (including, without limitation, any Tax liability that arises solely by reason of the Company being severally liable for any Tax of any current or former Affiliate of the Company pursuant to Treasury Regulation "1.1502-6 or any Affiliates thereof (analogous state or local Tax provision) and all other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this AgreementCompany except those described in Section 8.03(b); and (iii) all Taxes that are the responsibility of Company pursuant to described in Section 5.6(b); provided8.01 in each case (except for income, however, that in the case of clauses (igaming and property taxes), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess net of the amount, if any, taken into account as a liability in determining the Working Capital any reserve therefor on the Closing Date as finally determined under this Agreement and by reducing Final Statement. Notwithstanding the amount of any indemnity payment by foregoing, the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 Seller shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to not indemnify and hold harmless the DSKX Indemnified Persons in Purchaser from any liability for Taxes for periods following the Closing Date or for Pre-Closing Taxes which are attributable to a breach by the Purchaser of its obligations under Section 8.02(c) of this Agreement. The provisions of this Section 8.03(a) shall not be subject to the limitations or procedures of Article X. (b) Purchaser will be responsible for and Purchaser will indemnify and hold Seller harmless against any all liabilities with respect to Taxes for any Taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such claim Straddle Period beginning after the Closing Date. Notwithstanding the foregoing, the Purchaser (and the Company) shall survive beyond such date until such claim not indemnify and hold harmless the Seller from any liability for indemnification has been satisfied Pre-Closing Taxes or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable which is attributable to a breach by the Seller of its obligations under this Agreement.. The provisions of this Section 8.03(b) shall not be subject to the limitations or procedures of Article X.

Tax Indemnification. PHMD (a) Seller shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them Buyer and its Affiliates (including after the Closing, the Transferred Subsidiaries) harmless from and against any liability for, without duplication, (i) all Taxes imposed on or with respect to any Transferred Subsidiary, the Devices & Services Business or any of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Purchased Assets for any Pre-Closing Tax Period and including all the portion of any Straddle Period ending on the Closing Date (as determined pursuant to Section 8.3(c)) (ii) Taxes incurred by imposed on or with respect to any Transferred Subsidiary as a result of the Radiancy Group membership of such Transferred Subsidiary in an affiliated, consolidated, combined, unitary, or similar group with respect to any Affiliates thereof affiliation in existence at any time prior to the Closing (other than the Radiancy Groupwith respect to another Transferred Subsidiary); (iii) due Taxes imposed on any Transferred Subsidiary as transferee or successor, by Contract or otherwise as a result of a relationship or contractual arrangement entered into or in existence prior to the conveyance by PHMD and Closing, except to the extent that the liability for such Taxes is to another Transferred Subsidiary or to the Buyer or its Affiliates Affiliates; (iv) Taxes imposed with respect to any Excluded Assets; (v) Seller’s share of any Transfer Taxes; (vi) Taxes (other than Transfer Taxes) imposed with respect to the Internal Restructuring (or any deviations therefrom); (vii) Taxes (other than Transfer Taxes) arising as a result of the sale of any of the Transferred Subsidiaries, the Devices & Services Business or any of the Purchased Assets under pursuant to this Agreement); and (iiiviii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that any Losses incurred in the case of connection with items specified in clauses (i) through (vii) of this Section 8.3(a), . The obligations of Seller pursuant to this Section 8.3(a) shall survive until the later of (i) the expiration of the applicable statute of limitations (giving effect to any valid extensions) plus 30 days and (ii) and (iii) abovethe final resolution of any applicable Tax Claim. Notwithstanding the foregoing, PHMD no indemnification shall be liable only required pursuant to this Section 8.3(a) with respect to (i) a Tax to the extent that such Taxes are in excess of the amount, if any, Tax was taken into account as a in calculating Net Working Capital, and (ii), when taken into account, such Tax reduced the Purchase Price pursuant to Section 2.10(h). (b) Buyer shall indemnify, defend and hold Seller and its Affiliates harmless, from and against, without duplication, (i) any liability in determining imposed by any Taxing Authority against Seller or any of its Affiliates for Taxes of any Transferred Subsidiary, the Working Capital on Devices & Services Business or any Purchased Asset with respect to any Post-Closing Tax Period and the portion of any Straddle Period beginning after the Closing Date (as finally determined under this Agreement and by reducing the amount pursuant to Section 8.3(c)); (ii) Buyer’s share of any indemnity payment by the amount of Transfer Taxes; (xiii) any tax benefit refunds or credits due pursuant to the DSKX Indemnified Persons that is attributable to the loss Section 8.7; and (yiv) any offsetting Losses incurred in connection with the items specified in clauses (i) and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under (ii) of this Section 7.2 8.3(b). The obligations of Buyer pursuant to this Section 8.3(b) shall survive until sixty the later of (60i) days following the expiration of the applicable statute of limitations applicable to the underlying Tax (giving effect to any waivervalid extensions) plus 30 days and (ii) the final resolution of any applicable Tax Claim. (c) Where it is necessary for purposes of this Agreement to apportion between Seller and Buyer the Taxes of a Transferred Subsidiary for a Straddle Period, mitigation or extension such liability shall be apportioned between the period deemed to end at the close of the subject statute Closing Date and the period deemed to begin at the beginning of limitations); providedthe day following the Closing Date on the basis of an interim closing of the books, however, except that if notice of Taxes (such as real or personal property Taxes) imposed on a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 periodic basis shall be without duplication with amounts otherwise payable under this Agreementallocated on a daily basis.

Tax Indemnification. PHMD (i) Buyer shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them harmless Seller and its Affiliates, at any time after the Closing, from and against (i) all any liability for Taxes of the Radiancy Group Company for any taxable period ending after the Effective Time 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. (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 of the Company (including any joint or several liability imposed under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Tax law as a result of the inclusion of the Company in any consolidated, combined or unitary Tax Return), except as provided in Section 5.8(c)(vii) hereof, for the Pre-Closing Tax Period (other than including the portion of any Straddle Period ending on the Closing Date). (iii) In determining the responsibility of Seller and Buyer for Taxes attributable to extraordinary transactions undertaken any Straddle Period, Taxes based upon or related to gross or net income or receipts shall be apportioned on the Closing Date at basis of an interim closing of the direction books as of DSKX)the Effective Time, and all other Taxes shall be prorated on a daily basis. (iiiv) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability If a claim for Taxes allocable shall be made by any taxing authority in writing, which, if successful, might result in an indemnity payment pursuant to or arising out this Section 5.8, the party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other party (the "Tax Indemnifying Party") in writing of such claim (a "Tax Claim") within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the Business or ownership nature of the Business Assets for any Pre-Closing Tax Period Claim, and including provide copies of all Taxes incurred correspondence and documents received by it from the Radiancy Group or any Affiliates thereof (other than relevant taxing authority. Failure to give prompt notice of a Tax Claim hereunder shall affect the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets Tax Indemnifying Party's obligation under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only 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 are in excess of the amountCompany for a Straddle Period), Seller shall control all proceedings taken solely in connection with such Tax Claim, provided that Seller acknowledges in writing its liability to indemnify Buyer hereunder with respect to such Tax Claim. Without limiting the foregoing, Seller may in its reasonable discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect to any Tax Claim for which Seller may have an Indemnification obligation hereunder, and may, in its reasonable discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim. Neither Buyer nor Seller shall under any circumstances settle or otherwise compromise any Tax Claim without first obtaining the other parties prior written consent, which consent shall not be unreasonably 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 anyinvolving a material liability for Taxes and (B) Buyer shall have the right, taken into account as 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. In the event that an audit or proceeding involving a liability Tax Claim contested by Seller also involves a potential adjustment for which Buyer would be liable, Buyer shall have the right, at its expense, to control the audit or proceeding with respect to the latter potential adjustment. With respect to any issue arising in determining connection with a Tax claim for which both of the Working Capital on Seller and Buyer could be liable, or which recurs for any period ending after the Closing Date as finally determined under this Agreement (whether or not the subject of audit at such time), each party may participate in the audit or proceeding and the audit or proceeding shall be controlled by reducing that party which would bear the amount burden of the greater portion of the sum of the Tax Claim and any corresponding adjustments that may reasonably be anticipated in future Tax periods. The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled hereunder by Buyer and Seller. (vi) With respect to any Tax Claim not described in Section 5.8(e)(v) hereof which might result in an indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiverSeller pursuant hereto, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 all proceedings shall be without duplication conducted in accordance with amounts otherwise payable under this Agreementprovisions that are parallel to those in Section 5.8(e)(v) hereof.

Tax Indemnification. PHMD (a) From and after the Closing, Seller shall indemnify the DSKX Indemnified Persons Purchaser Indemnitees against and hold them harmless from and against (i) all any Taxes suffered or incurred by any such indemnified party to the extent arising from (A) the breach of any Tax-related representation or warranty of Seller contained in Section 4.03 of this Agreement, or (B) the breach of any Tax-related covenant or other agreement of Seller contained in Section 5.02 or 8.05; and (ii) any Excluded Tax Liability; provided, however, that, in each case, Seller is not required to satisfy any claim under this Section 10.03(a) to the extent that (A) the Tax arises as a result of a change in any Tax law, including any increase in the rates of Tax, announced after the date of this Agreement, (B) the liability for Tax is disclosed on Section 4.03 of the Radiancy Group for Seller Disclosure Schedule or (C) the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken arises as a result of any action taken by Purchaser or any of its Affiliates outside the ordinary course on the Closing Date at after the direction Closing. (b) From and after the Closing, Purchaser shall indemnify Seller against and hold Seller harmless from (i) any Transfer Tax liability of DSKXPurchaser imposed pursuant to Section 8.06(a), ; (ii) all Taxes of Radiancy Group any Losses suffered or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due Seller to the conveyance by PHMD and its Affiliates extent arising from the breach of the Business Assets under this Agreement)any covenant or other agreement of Purchaser contained in Section 8.06; and (iii) all any Taxes relating to the Acquired Assets that are the responsibility of Company pursuant Assumed Liabilities. (c) Any indemnity payment to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD be made hereunder shall be liable only paid within ten (10) 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 extent that such date on which the relevant Taxes (including any estimated Tax payments) are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit required to be paid to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementrelevant Taxing authority.

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons (a) Seller will indemnify, defend and hold them Acquiror and its Affiliates harmless from and against all Excluded Taxes; provided, however, that Seller shall not be required to indemnify Acquiror for any Excluded Taxes resulting from or arising in connection with any breach by Acquiror or any of its Affiliates (including, after the Closing, the Wimbledon Entities) of any covenant in this Agreement. Subject to Section 9.08(f), Seller’s obligation to indemnify, defend or hold harmless Acquiror or any of its Affiliates (including the Wimbledon Entities) from any Excluded Taxes pursuant to this Section 9.04(a) will terminate effective 60 days following the expiration of the applicable statute of limitations (including extensions). (b) Acquiror will indemnify, defend and hold Seller and its Affiliates harmless from and against all (i) all Taxes imposed on or with respect to the Wimbledon Entities, the other Wimbledon Assets or the Snacks Business for any Post-Closing Tax Period, other than any Taxes that Seller must indemnify Acquiror and its Affiliates for under Section 9.04(a), (ii) Transfer Taxes for which Acquiror is responsible pursuant to Section 9.07, (iii) Taxes resulting from or arising in connection with any breach by Acquiror or any of its Affiliates (including, after the Closing, the Wimbledon Entities) of any covenant in this Agreement, and (iv) costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i) through (iii). Subject to Section 9.08(f), Acquiror’s obligation to indemnify, defend or hold harmless Seller or any of its Affiliates from Taxes pursuant to this Section 9.04(b) will terminate effective 60 days following the expiration of the applicable statute of limitations (including extensions). (c) In the case of any Straddle Period: (i) Property Taxes and similar periodic Taxes imposed on or with respect to the Wimbledon Entities, the other Wimbledon Assets and the Snacks Business that are not based on income or receipts (e.g., annual franchise Taxes imposed based on authorized shares) allocable to the Pre-Closing Tax Period will be computed based upon the ratio of (A) the number of days in the portion of such Straddle Period that ends on the Closing Date to (B) the total number of days in such Straddle Period; and (ii) Taxes of the Radiancy Group Wimbledon Entities for the Pre-Closing Tax Period (Period, other than Taxes attributable to extraordinary transactions undertaken described in Section 9.04(c)(i), will be computed as if such Tax period ended as of the close of business on the Closing Date at and, in the direction case of DSKX), (ii) all any Taxes of Radiancy Group the Wimbledon Entities attributable to the ownership of any equity interest in any partnership or any Affiliates thereof (other than “flowthrough” entity, as if the Radiancy Group), including any liability for Taxes allocable to Tax period of such partnership or arising out other “flowthrough” entity ended as of the Business close of business on the Closing Date; provided that exemptions, allowances or ownership deductions that are calculated on an annual basis shall be allocated between the portion of the Business Assets for any Pre-Straddle Period ending on the Closing Tax Date and the portion of the Straddle Period and including all Taxes incurred by ending after the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due Closing Date in proportion to the conveyance number of days in each such period. (d) Any indemnity payment required to be made pursuant to this Section 9.04 will be made within 30 days after the Indemnitee 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 applicable Taxing Authority. (e) If a claim or other Tax Proceeding is made or initiated by PHMD and its Affiliates of the Business Assets under this Agreement); and any Taxing Authority (iiia “Tax Claim”) all Taxes that are the responsibility of Company which, if successful, could result in an indemnity payment pursuant to Section 5.6(b9.04, the Party receiving notice of such Tax Claim will promptly notify the other Party in writing of such claim (and provide copies of any documents received from the Taxing Authority in respect of such claim) no later than ten Business Days after such Tax Claim is made; provided that failure to provide such notice will not relieve such other Party of its indemnification obligations except to the extent that such other Party is materially prejudiced by such failure. With respect to any Tax Claim relating to a Tax period ending on or before the Closing Date or otherwise relating to, or affecting, a Consolidated Tax Return, Seller will control, at its own expense, all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel), and, without limiting the foregoing, may, 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 applicable Liability for Taxes and xxx for a refund or contest the Tax Claim; provided, however that with respect to any Tax Claim relating to a separate Tax Return that could reasonably be expected to have an adverse effect on Acquiror or any of its Affiliates (including, after the Closing, the Wimbledon Entities) that is material, Seller will not settle any such Tax Claim without the prior written consent of Acquiror, which consent will not be unreasonably withheld, conditioned or delayed. (f) The Preparing Party will control all Tax Claims with respect to Straddle Period Tax Returns of the Wimbledon Entities required to be prepared by such Preparing Party pursuant to Section 9.01(a); provided, however, that in such Preparing Party will not settle, compromise or abandon any such Tax Claim without the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess prior written consent of the amountReviewing Party, if anywhich consent will not be unreasonably withheld, taken into account as conditioned or delayed. For the avoidance of doubt, Acquiror will control all Tax Claims with respect to Taxes of or with respect to a liability in determining Wimbledon Entity, the Working Capital on other Wimbledon Assets or the Snack Business for any Tax Period beginning after the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementDate.

Tax Indemnification. PHMD (a) Except for Taxes specifically reserved for on the Closing Surplus Statement (it being understood that the aggregate amount of such reserves for Taxes on the Closing Surplus Statement shall reduce, to the extent of such reserves, the indemnification obligations of the Seller hereunder) and that are taken into account in determining the final Purchase Price, the Seller, shall indemnify the DSKX Indemnified Persons and hold them harmless from and against Buyer for the amount of all Damages attributable to (iA) all Taxes Liabilities of the Radiancy Group Company: (v) for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken Taxable Periods (or portions thereof) ending on or before the Closing Date at the direction of DSKX), Date; (iiw) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to Taxable Periods (or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Groupportions thereof) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on beginning after the Closing Date as finally determined under this Agreement and by reducing the amount that arise out of any indemnity payment by the amount of (x) any tax benefit a Tax Contest for a Taxable Period beginning prior to the DSKX Indemnified Persons that is Closing Date and are attributable to the a decrease in income or a gain, or an increase in deduction, loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of credit for a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) Taxable Period ending on or prior to such survival termination datethe Closing Date; and (x) arising from breach of representations or warranties set forth in Section 3.19 and covenants in Section 5.8 hereof, PHMDand (B) the Seller’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for pay Transfer Taxes as determined pursuant to Section 5.9. The Seller’s indemnification has been satisfied or otherwise resolved. Any amounts paid or payable obligations under this Section 7.2 shall be without duplication with amounts otherwise 5.10 are referred to herein as the “Tax Indemnity”. (b) For purposes of this Section 5.10 and the calculation of any indemnity payable or amount recoverable under this Agreement, any interest, penalties or additions to Tax accruing before or after the Closing Date with respect to a Liability for Taxes for which the Buyer is entitled to recover from the Seller shall be deemed to be attributable to a Tax period with respect to which the Sellers is required to indemnify the Buyer.

Tax Indemnification. PHMD (a) Subject to the provisions contained in this Section 10, Seller shall indemnify the DSKX Indemnified Persons and hold them harmless from and against (i) all Taxes pay Purchaser an amount equal to any Indemnifiable Tax of any of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable Companies in each case related to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Effective Date Tax Period and including all Taxes incurred by the Radiancy Group or Period, net of any Affiliates thereof (other than the Radiancy Group) due Tax Saving related to the conveyance by PHMD and its Affiliates of Indemnifiable Tax (the Business Assets under this Agreement“Tax Loss”); and . (iiib) all Taxes that are Seller shall not be liable for any Tax Loss to the responsibility of Company extent Purchaser has breached any Tax Covenant pursuant to Section 5.6(b10.2 and such breach has increased the relevant Tax Loss (without prejudice to any other rights of Seller under this Agreement arising from the breach); provided, however, that in the case of clauses . (i), (iic) and (iii) above, PHMD Seller shall only be liable only for any Tax Losses to the extent that the aggregate amount of such Tax Losses exceeds the aggregate amount of any accrued liabilities and any provisions for Taxes which are shown in excess the Effective Date Financial Statements and which have reduced the Purchase Price. (d) Seller shall not be responsible for any Tax liabilities attributable to periods ending on or before the Effective Date if and to the extent (i) they are resulting from any change in the accounting and taxation principles or practices of the amount, if any, taken into account as a liability in determining the Working Capital on Target (including methods of submitting Tax Returns) introduced after the Closing Date as finally determined under this Agreement or (ii) they are caused by any transaction, action, omission, declaration or any other means after the Closing Date, in each case unless any such above action was required by law, administrative guidelines, accounting rules or a Taxing Authority. Seller shall also not be responsible for any Tax liabilities attributable to periods ending on or before the Effective Date if and to the extent such Tax liabilities result from an amendment of Tax Returns relating to Pre-Effective Date Tax Periods after Closing, unless such amendment was required by reducing the amount of any indemnity payment law, or was made pursuant to an instruction by the amount of (xSeller in accordance with Section 10.2(b) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementbelow.

Tax Indemnification. PHMD (1) Subject to the provisions of Section 8.3, Sellers shall indemnify the DSKX Indemnified Persons (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold them each Purchaser Indemnitee harmless from and against (iA) all liability for Taxes of the Radiancy Group Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Pre-Closing Tax Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period (other than Taxes attributable to extraordinary transactions undertaken ending on the Closing Date at or as a result of the direction of DSKX)transactions contemplated hereby, (iiB) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of Radiancy Group the Company or any Affiliates thereof other person (other than the Radiancy Group)Company) which is or has ever been affiliated with the Company, including or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes allocable attributable to a Purchaser Tax Act, or arising out any increase in Taxes or loss of Tax benefits in any tax period that begins after the Business Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Business Assets Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for any Pre-Closing Taxes attributable to a Purchaser Tax Period and including all Taxes incurred by Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the Radiancy Group or any Affiliates thereof (other indemnified party makes written demand upon the indemnifying party, but in no case earlier than the Radiancy Group) due five business days prior to the conveyance by PHMD and its Affiliates of date on which the Business Assets under this Agreement); and (iii) all relevant Taxes that are the responsibility of Company pursuant required to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only paid to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of relevant taxing authority (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying including estimated Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitationspayments); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD 2.1 VERICHIP’S TAX INDEMNIFICATION FOR THE PRE-DECONSOLIDATION DATE PERIOD: VeriChip shall indemnify the DSKX Indemnified Persons be liable for, indemnify, and hold them Applied Digital harmless from and against for all Taxes (i) all Taxes of the Radiancy Group imposed on or incurred by VeriChip for the Pre-Closing Tax Deconsolidation Date Period and (other than ii) equitably apportioned to VeriChip by Applied Digital for all tax periods beginning before and ending after the Deconsolidation Date. Except as provided in Section 2.2(c), VeriChip, in turn, shall be entitled to receive all refunds of Taxes attributable to extraordinary transactions undertaken the Pre-Deconsolidation Date Period, if any, that are imposed or incurred by VeriChip or equitably apportioned to VeriChip from either the applicable tax authorities or Applied Digital (in the event such refund(s) have been made directly to Applied Digital). 2.2 VERICHIP’S 2006 TAX LIABILITY AND PAYMENT (a) VeriChip’s liability for Taxes for the portion of the Pre-Deconsolidation Date Period attributable to the tax year in which the Deconsolidation Date occurs shall be based on Applied Digital’s preparation of the Closing Date at Consolidated Return for such taxable year and VeriChip’s review thereof. Any discrepancies between Applied Digital’s return position and VeriChip’s subsequent review shall be resolved by consultation by each Party’s respective tax officers and Applied Digital’s ultimate determination shall be controlling as long as such determination does not have a material adverse effect on VeriChip’s financial condition or results of operations. (b) The Parties agree that, in determining VeriChip’s allocable share of the direction of DSKX), (i) Unitary and (ii) Consolidated Tax Liabilities for the tax year in which the Deconsolidation Date occurs, they shall follow a reasonable method agreed to by both Parties. (c) VeriChip shall pay Applied Digital its allocable share of the estimated Unitary and Consolidated Tax Liabilities for that portion of the tax year in which the Deconsolidation Date occurs that precedes the Deconsolidation Date within 45 days from the Deconsolidation Date. A “true-up” payment, should one be necessary, shall be made by VeriChip to Applied Digital or Applied Digital to VeriChip within 15 days after Applied Digital’s subsequent determination of VeriChip’s liability based on taxable income and tax credits reported as part of Applied Digital’s Unitary and Consolidated Returns and VeriChip’s separate state Tax returns for the taxable year in which the Deconsolidation Date occurs. If there is a refund of Taxes attributable to VeriChip for that portion of the tax year in which the Deconsolidation Date occurs that precedes the Deconsolidation Date, VeriChip shall retain such refund, or, if such refund is received by Applied Digital, Applied Digital shall pay the amount of such refund to VeriChip within 45 days of its receipt of such refund. (d) Applied Digital shall be liable for, indemnify, and hold VeriChip harmless for all Taxes attributable to the event of Radiancy Deconsolidation, including all taxes with respect to any deferred intercompany transactions within the meaning of Treasury Regulation § 1.1502-13. (e) In connection with any Pre-Deconsolidation Date Period, neither Party to the Agreement will be required to compensate the other Party for any net operating losses incurred by that other Party that reduce the consolidated tax liability of the Consolidated Group or any Affiliates thereof (the taxable income of other than the Radiancy Group), including any liability for Taxes allocable to or arising out members of the Business or ownership of the Business Assets Consolidated Group. The same results shall apply for any Pre-Closing Tax Deconsolidation Date Period and including all Taxes incurred net operating losses that reduce the consolidated tax liability of the Consolidated Group or the taxable income of the other members of the Consolidated Group in connection with the use of such net operating loss as a result of an audit by the Radiancy Group Internal Revenue Service, or by any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any state or local tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementauthority.

Tax Indemnification. PHMD shall (a) Except to the extent provided in Section 2.04, effective at and after the Closing, Seller hereby agrees to indemnify the DSKX Buyer Indemnified Persons Parties and, effective at the Closing, without duplication, the Company and its successors and assignees against and agree to hold each of them harmless from and against any Damages suffered, incurred or paid as a result of, in connection with or arising out of (iA) all any Taxes of the Radiancy Group for the Company with respect to any Pre-Closing Tax Period (other than Taxes attributable or arising out of any transaction effected prior to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Closing, (iiB) all Taxes of Radiancy Group or any Seller, the Asset Selling Entities and their Affiliates thereof (other than the Radiancy Group)Company) for any Tax period, including any liability for (C) Taxes allocable imposed with respect to or arising out of the Business or ownership of the Zhuhai Business Assets for with respect to any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due imposed with respect to the conveyance Other Business Assets with respect to any Tax period or portion thereof ending on or before the date of the Asset Transfer, and (D) Taxes relating to or arising out of the settlement or other resolution of intercompany accounts and agreements as contemplated by PHMD and its Section 7.02. With respect to any Straddle Period, the portion of such Tax that relates to the Pre-Closing Tax Period shall be determined by applying the principles set forth in Section 5.01(b). (b) Not later than 15 calendar days after receipt by Seller, the Asset Selling Entities or their Affiliates of written notice from Buyer stating that any amount indemnifiable under Section 5.03(a) has been incurred and the amount thereof and of the indemnity payment requested, Seller or the Asset Selling Entities shall discharge their obligation to indemnify under Section 5.03(a) by paying to Buyer such amount in immediately available funds. Notwithstanding the foregoing, if Buyer provides written notice of any Taxes indemnifiable under Section 5.03(a) at least 15 calendar days prior to the date on which the relevant Taxes are required to be paid, within that 15-day period Seller or the Asset Selling Entity, as applicable, shall discharge its obligation to indemnify under Section 5.03(a) against such Taxes by making payments to the relevant Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Taxes. The payment by Buyer or its Affiliate of any such Taxes shall not relieve Seller of its obligation under this Section 5.03. (c) Seller shall provide Buyer with prompt notice of any audit, examination, or other Proceeding (A) with respect to Taxes of the Company or (B) that reasonably may be expected to give rise to a Lien on the Zhuhai Business Assets under or Other Business Assets ((A) and (B) each a “Tax Proceeding”). Buyer shall provide Seller with prompt notice of any Tax Proceeding for which Seller is or may be partially or fully liable to Buyer pursuant to this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in failure to timely provide such notice shall not affect the case of clauses (i)Buyer’s right to indemnity under this agreement, (ii) and (iii) above, PHMD shall be liable only except to the extent that Seller is materially prejudiced by such Taxes are in excess of the amountdelay. (d) Buyer shall control any Tax Proceeding, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice (A) Buyer shall not settle or compromise the portion of a claim any such Tax Proceeding that relates to an indemnified Tax without Seller’s consent (which consent shall have been timely given not be unreasonably withheld, conditioned or delayed), and (B) Buyer shall keep Seller reasonably informed of material developments relating to PHMD under Section 6.2 or Section 7.1(b) any such portion of such Tax Proceeding, including providing copies of correspondence from the applicable Taxing Authority and permitting Seller the opportunity to comment on or prior submissions to such survival termination dateTaxing Authority. (e) Notwithstanding anything in Article 6 to the contrary, PHMD’s obligation to indemnify the procedures set forth in this Section 5.03, and hold harmless not the DSKX Indemnified Persons procedures set forth in Section 6.03, shall govern any Proceeding in respect of such claim shall survive beyond such date until such claim for which indemnification has been satisfied may be sought under Section 5.03(a), Section 6.02(a) to the extent relating to a breach of the representations in Section 3.24 (Tax Matters), or in relation to a breach of a covenant of Seller in this Article 5, except to the extent otherwise resolved. elected by Buyer. (f) Any amounts paid or payable under payments made to any party pursuant to this Section 7.2 5.03 or Article 6 shall constitute an adjustment of the purchase price for Tax purposes and shall be without duplication with amounts otherwise payable under this Agreementtreated as such by the parties on their Tax Returns to the extent permitted by law.

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons (a) Parent and Seller shall, jointly and severally, indemnify, defend and hold them harmless from the Purchaser Indemnified Parties against, and against shall reimburse the Purchaser Indemnified Parties for, any and all Losses arising out of, based upon or relating or attributable to (without duplication): (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken imposed on the MGM Acquired Entities under Treasury Regulation Section 1.1502-6 (and corresponding provisions of state, local or foreign Law) as a result of being a member of any federal, state, local or foreign consolidated, unitary, combined or similar group for any taxable period ending on or before, or that includes, the Closing Date at the direction of DSKX), Date; (ii) all Taxes of Radiancy Group imposed on the MGM Acquired Entities relating or any Affiliates thereof attributable to taxable periods ending on or before the Closing Date (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any “Pre-Closing Tax Periods”) and, with respect to any period that includes but does not end on the Closing Date (in each case, a “Straddle Period”), the portion of such Straddle Period deemed to end on and including all Taxes incurred by include the Radiancy Group or any Affiliates thereof Closing Date (other than in the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company manner determined pursuant to Section 5.6(b8.1(b)); provided, however, that in the case of clauses (i), (ii) Parent and (iii) above, PHMD Seller shall be liable only to the extent that such Taxes are in excess of the amount, if any, reserved for such Taxes on the financial statements of the MGM Acquired Entities and taken into account as a liability in determining the Working Capital Final Purchase Price; (iii) all Taxes relating or attributable to the transactions contemplated pursuant to this Agreement, including the Distributions and the Elections; (iv) any breach of or inaccuracy in any representation or warranty contained in Section 3.7 of this Agreement; and (v) the breach by the MGM Parties or the failure by any such entity to perform (or cause to have performed) any of the covenants made by them under this Agreement relating to Taxes. (b) For purposes of this Section 8.1, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date as finally determined under this Agreement and by reducing shall be: (i) in the case of Taxes that are imposed on a periodic basis, the amount of any indemnity payment 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 (i) the amount of (x) any tax benefit to that would be payable if the DSKX Indemnified Persons that is attributable to taxable year or period ended on the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration Closing Date based on an interim closing of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementbooks.

Tax Indemnification. PHMD (a) From and after the Closing, the Seller shall indemnify the DSKX Indemnified Persons and hold them the Purchaser Indemnified Parties harmless from all Pre-Closing Taxes and against any reasonable out-of-pocket legal and accounting fees and reasonable out-of-pocket expenses incurred in connection therewith. (b) Notwithstanding anything in this Agreement to the contrary: (i) all the Purchaser Indemnified Parties shall not have any right to indemnification under this Section 7.10 with respect to, or based on, Taxes to the extent such Taxes (A) are due to the unavailability of the Radiancy Group for the Preany net operating losses, credits or other Tax attributes in any Post-Closing Tax Period Period, (other than Taxes attributable to extraordinary B) result from transactions undertaken or actions taken by the Purchaser Indemnified Parties on the Closing Date at after the direction Closing which are outside of DSKXthe Ordinary Course of Business to the extent such transactions or actions are not contemplated by this Agreement, or (C) are accrued or otherwise reflected in the calculation of the Post-Closing Adjustment in accordance with Section 1.10 (and, for the avoidance of doubt, the Seller shall have no obligation under this Agreement to pay any Taxes described in this clause (C), ); and (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out indemnification obligation of the Business or ownership Seller under this Section 7.10 shall be subject to the provisions of Section 2.06(f)(iv). (c) If the Seller makes any payment to a Purchaser Indemnified Party pursuant to the provisions of this Section 7.10, the Seller shall be subrogated to all rights of the Business Assets for Purchaser Indemnified Party in respect of any Pre-Closing Tax Period and including all Losses or Taxes incurred indemnified by the Radiancy Group Seller provided that such subrogation could not reasonably be expected to have an adverse effect on the operations, affairs, customer or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates supplier relationships or prospects of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)MCC Business; provided, however, that the Seller’s right to subrogation with respect to insurance carriers shall not be subject to the proviso in the case immediately preceding sentence; provided, further, that the Seller’s right to subrogation shall at all times be limited by the terms of clauses (i), (ii) and (iii) above, PHMD shall be liable only the R&W Policy to the extent that the R&W Policy specifically limits or restricts such Taxes are in excess right. (d) The indemnification rights of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Purchaser Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate Parties under this Section 7.2 7.10 shall survive in full force and effect until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim at which time they shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify terminate and hold harmless the DSKX Indemnified Persons in respect of such claim no claims shall survive beyond such date until such claim be made for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 7.10 thereafter. (e) All indemnification payments under this Agreement shall be without duplication treated as adjustments to the Purchase Price for income Tax purposes to the extent consistent with amounts otherwise payable under this Agreementapplicable Law.

Tax Indemnification. PHMD shall (a) Except to the extent attributable to a Purchaser Tax Act, Seller will be responsible for, and will indemnify the DSKX Indemnified Persons and hold them harmless from Purchaser and against its Affiliates for, without duplication, all Taxes and Damages relating to (i) all any Taxes of imposed on the Radiancy Group for the Pre-Closing Tax Period (other than Taxes Entities that are attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and including all include the Closing Date; (ii) any breach of any representation or warranty contained in Section ‎5.10, or of any covenant contained in Section ‎7.2(b)(S) or this Article ‎11; (iii) Seller’s share of any Transfer Taxes incurred by the Radiancy Group or any Affiliates thereof pursuant to Section 11.11; (other than the Radiancy Groupiv) due to the conveyance by PHMD Taxes of Purchaser and its Affiliates that would not have arisen had Purchaser acquired the Company Shares directly (instead of through the acquisition of the Business Assets under this Agreement)Company Parent Interests);(v) the Uruguay Subsidiary or the Uruguay Divestiture; and (iiivi) all Taxes any impuesto al valor agregado (“VAT”) liability that are arises as a result of the responsibility netting of Company Intercompany Obligations under Section 3.5 and is not offset or credited against VAT favorable balances attributable to such netting. (b) Notwithstanding anything to the contrary in this Agreement, the Parties agree and acknowledge that, for any amounts finally determined to be payable by Seller under this Article ‎11, such amounts will be paid solely from funds then available in the Escrow Account only to the extent Purchaser elects at any time, by written notice to Seller, to have such amounts paid from the Escrow Account and Seller will be obligated to pay any such amounts not so paid from the Escrow Account. (c) Any payment made pursuant to this Section 5.6(b‎11.4 will be treated as an adjustment to the price for which the Company Parent Interests are purchased by the Purchaser for all Tax purposes unless otherwise required by applicable Law. (d) Seller will not have any liability to indemnify Purchaser in respect of any Tax under this Article 11 to the extent that (i) such Tax is reduced or eliminated through the utilization of net operating losses of one or more of the Entities attributable to a Pre-Closing Period (including the pre-Closing portion of a Straddle Period) (such net operating losses, the “Pre-Closing NOLs”); (ii) such Tax is offset or credited against VAT favorable balances of one or more of the Entities attributable to a Pre-Closing Period (including the pre-Closing portion of a Straddle Period) (such balances, the “Pre-Closing VAT Favorable Balances”); provided, however, that any reduction in the case of clauses (i), Seller’s indemnification obligation pursuant to this clause (ii) and (iii) above, PHMD shall be liable only to will not exceed the extent that such Taxes are in excess net Pre-Closing VAT Favorable Balances of the amount, if anyEntities, taken into account as a liability in determining the Working Capital on whole. After the Closing Date as finally determined Date, Purchaser will use and will cause its Affiliates to use commercially reasonable efforts to utilize first any Pre-Closing NOLs or Pre-Closing VAT Favorable Balances to reduce Taxes otherwise indemnifiable under this Agreement Article 11 before utilizing any other available tax attributes and by reducing the amount of benefits, including other net operating losses and any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations)deductions; provided, however, that if notice for the avoidance of doubt, a claim shall have been timely given to PHMD under Section 6.2 restructuring of the Entities, Purchaser or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim its Mexican Affiliates will not be commercially reasonable for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementpurpose.

Tax Indemnification. PHMD shall indemnify the DSKX Purchaser Indemnified Persons and hold them harmless from and against (ia) all Taxes of the Radiancy Group a Foreign Subsidiary for the Pre-Closing Tax Period (other than Taxes attributable to any extraordinary transactions undertaken on the Closing Date at the direction of DSKXPurchaser), (iib) all Taxes of Radiancy Group Seller Companies or any Affiliates thereof (other than the Radiancy Groupa Foreign Subsidiary), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Transferred Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group Seller Companies or any Affiliates thereof (other than the Radiancy Groupa Foreign Subsidiary) due to the conveyance by PHMD and its Affiliates of the Business Transferred Assets under this Agreement); and (iiic) all Taxes that are the responsibility of Company Sellers pursuant to Section 5.6(b5.2(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation Purchaser and each Surviving Corporation Purchaser Affiliate under this Section 7.2 8.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 7.2 or Section 7.1(b8.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Purchaser Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 8.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) Seller shall indemnify the DSKX Indemnified Persons be responsible for and shall indemnify, defend and hold them Buyer and its Affiliates harmless from and against (i) all Taxes of the Radiancy Group liability for the Pre-Closing Tax Period (Taxes, other than Taxes attributable Income Taxes, with respect to extraordinary transactions undertaken the Conveyed Assets or the Business for any taxable period that ends on or before the Closing Transfer Date at the direction of DSKX)including, without limitation, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Income Taxes allocable with respect to the Conveyed Assets or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by taxable period, or portion thereof, that ends on or before the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and Transfer Date, (iii) all Taxes that are the responsibility liability for any breach of Company pursuant Seller's representations and warranties contained in Section 3.16, and (iv) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to Section 5.6(b); provided, however, that any item described in the case of clauses (i), (ii) and or (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice Seller's responsibility and indemnity obligation for Taxes pursuant to this Section 7.5(a) shall be reduced by refunds of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior Taxes with respect to such survival termination date, PHMD’s periods received after the Closing Date by Buyer or any of its Affiliates and not previously remitted to Seller. Seller's obligation to indemnify and indemnify, defend or hold harmless Buyer or any of its Affiliates from any liability shall terminate effective with the DSKX Indemnified Persons expiration of the applicable statute of limitations (including extensions) in respect of such claim liability. (b) Buyer shall survive beyond be responsible for and shall indemnify, defend and hold Seller and its Affiliates harmless from and against (i) all liability for Taxes with respect to the Conveyed Assets or Business, except to the extent Seller is otherwise required to indemnify Buyer for such date until Tax pursuant to Section 7.5(a), and (ii) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (i). Purchaser's obligation to indemnify, defend or hold harmless Seller or any of its Affiliates from any liability shall terminate effective with the expiration of the applicable statute of limitations (including extensions) in respect of such claim for indemnification has been satisfied or otherwise resolved. liability. (c) Any amounts paid or payable under indemnity payment required to be made pursuant to this Section 7.2 7.5 shall be without duplication paid within thirty (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 are required to be paid to the relevant Governmental Authority together with amounts otherwise payable under this Agreementthe submission of evidence reasonably establishing the right to receive the payment.

Tax Indemnification. PHMD (a) Purchaser shall be responsible for and pay, and indemnify the DSKX Indemnified Persons and hold them Seller harmless from from, any and against (i) all Taxes Tax liabilities of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable Seller with respect to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of and the Business Assets due to any taxing authority for any Pre-Closing Tax Period and including all Taxes incurred by (as well as amounts relating to the Radiancy Group or Pre-Closing Tax Period described in Section 8.02(c) but excluding any Affiliates thereof (amounts indemnified under Section 8.01), other than the Radiancy GroupTax liabilities (i) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company Retained Liabilities pursuant to Section 5.6(b)2.02(b) or (ii) that arise directly or indirectly as a result of a carry-back of Tax losses from a Post-Closing Tax Period to a Pre-Closing Tax Period due to a disallowance of such Tax losses or otherwise; provided, however, that this clause (ii) of this Section 8.02(a) does not limit Purchaser's obligation to pay Seller for the use of Seller's items of loss or credit that arise in a Straddle Period and are attributable to the case Post-Closing Tax Period (pursuant to Section 8.02(c)), for which Purchaser has agreed to indemnify Seller for under this Section 8.02(a). (b) Seller shall be responsible for and pay, and indemnify and hold Purchaser harmless from, any and all Tax liabilities that are Retained Liabilities pursuant to Section 2.02(b) (including, for the avoidance of clauses doubt, Tax liabilities of Seller for any Post-Closing Tax Period). (c) Purchaser and Seller agree that any allocation of income or deductions required to determine any Taxes attributable to any Straddle Period shall be made by means of a closing of the books and records of Seller at the Closing; (i) the amount of Taxes that would be payable for any Pre-Closing Tax Period, assuming the Seller's taxable period, in fact, ended at the Closing (other than Tax liabilities that are or would be Retained Liabilities pursuant to Section 2.02(b)) will be treated as a Tax liability of Seller which Purchaser shall be responsible for and pay, and indemnify and hold Seller harmless from pursuant to Section 8.02(a), (ii) the amount of taxes that would be payable for any Post-Closing Tax Period, assuming Seller's taxable period, in fact, ended at the Closing, will be treated as a Tax liability of Seller which Seller shall be responsible for and pay, and indemnify and hold Purchaser harmless from pursuant to Section 8.02(b), (iii) the amounts of taxes under (i) and (ii) will be determined without taking into account any net aggregate loss that would be treated as arising from the Pre-Closing Period or the Post-Closing Period assuming the books and records are closed at the Closing as described above, PHMD . (d) Payment of any amount due under this Section 8.02 shall be liable only made within 30 days following written notice by the other party that payment of such amounts to the extent appropriate taxing authority is due. In the case of a Tax that is contested in accordance with the provisions of Section 8.03, payment of Tax to the appropriate taxing authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (e) If the receipt or accrual of any indemnity payments pursuant to this Agreement (including for the avoidance of doubt, payments pursuant to Section 8.01) results in taxable income to the indemnified party, such payment shall be increased by the indemnifying party so that, after the payment of any Taxes are in excess with respect to the receipt or accrual of the amountpayment, if anythe indemnified party shall have realized the same net amount it would have realized had the payment not resulted in taxable income. Purchaser and Seller shall timely and properly claim all deductions, taken into account credits or other Tax benefits that result from any such payment or in respect of an Assumed Liability or Retained Liability, unless otherwise required by applicable Law. To the extent an Assumed Liability or Retained Liability, as applicable, gives rise to a liability in determining deduction, credit or other Tax benefit to the Working Capital on the Closing Date as finally determined under this Agreement and by reducing indemnified party, the amount of any indemnity payment made by the indemnifying party to the indemnified party under this Agreement shall be decreased by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to reduction in Taxes actually realized by the loss and (y) any offsetting and recoverable indemnified party as a result of such deduction, credit or other Tax benefit. If a reduction in Taxes of the indemnified party occurs in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days a taxable period following the expiration of period in which the statute of limitations applicable to indemnification payment is made, the underlying Tax (giving effect to any waiver, mitigation or extension of indemnified party shall promptly repay the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless indemnifying party the DSKX Indemnified Persons in respect amount of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementreduction when actually realized.

Tax Indemnification. PHMD 12.5.1.1 Subject to the provisions of Section 12.5.7, Seller shall indemnify the DSKX Indemnified Persons Purchaser and its Affiliates (including TCH and each Subsidiary) and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from all liabilities for Excluded Taxes. Notwithstanding the foregoing, Seller shall not indemnify and against hold harmless Purchaser and its Affiliates (including TCH and each Subsidiary) or any of their respective officers, directors, employees or agents, from any liability for Taxes attributable to any action taken after the Closing by Purchaser, any of its Affiliates (including TCH and each Subsidiary after the Closing) or any transferee of Purchaser or any of its Affiliates (other than any action expressly required by applicable Law or contemplated by this Agreement) (a "Purchaser Tax Act") or attributable to a breach by Purchaser of its obligations under this Agreement. 12.5.1.2 Subject to the provisions of Section 12.5.7, Purchaser shall, and shall cause TCH and each Subsidiary to, indemnify Seller and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) all liability for Taxes of TCH and each Subsidiary for any Straddle Period ending after the Radiancy Group Closing Date for that portion of any such Taxes that are not for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only except to the extent that such Taxes are Excluded Taxes), (ii) all liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement; and (iii) all liability for Taxes attributable to a Purchaser Tax Act resulting in excess the termination or elimination of a deduction, tax abatement or tax credit lawfully claimed by Seller, TCH or a Subsidiary prior to the Closing Date. 12.5.1.3 In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): 12.5.1.3.1 real, personal and intangible property Taxes ("Property Taxes") of TCH and each Subsidiary allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and 12.5.1.3.2 the Taxes (other than Property Taxes) of TCH and each Subsidiary allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the amount, if any, taken into account as a liability in determining the Working Capital Effective Time on the Closing Date as finally determined under Date, applying all exemptions, allowances or deductions (including, but not limited to, depreciation and amortization deductions) applicable to such Pre-Closing Tax Period. 12.5.1.4 For the avoidance of doubt, the obligations in this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit Section 12.5.1 shall not be subject to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes Cap in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement12.2.

Tax Indemnification. PHMD (a) Seller shall indemnify the DSKX Indemnified Persons Purchaser and its Affiliates and hold them harmless from and against all liability for (i) all Excluded Taxes of (except to the Radiancy Group for the Pre-Closing Tax Period (other than extent such Excluded Taxes attributable to extraordinary transactions undertaken on the are reflected as a liability in Final Closing Date at the direction of DSKXWorking Capital), (ii) all Transfer Taxes of Radiancy Group and VAT required to be borne by Seller pursuant to Section 14.9, (iii) Taxes arising from or in connection with any breach by Seller or any of its Affiliates thereof of any covenant contained in this Agreement (but only to the extent appropriate to reflect the relative fault of Seller, on the one hand, and Purchaser, on the other than the Radiancy Group)hand) and (iv) all costs and expenses, including reasonable legal fees and expenses, attributable to any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof item in clauses (other than the Radiancy Groupi) due to the conveyance by PHMD through (iii). (b) Purchaser shall indemnify Seller and its Affiliates of the Business Assets under this Agreement); and hold them harmless from all liability for (iiii) any and all Taxes imposed on or payable with respect to the Acquired Companies or the Business, other than Excluded Taxes (except to the extent that such Excluded Taxes are the responsibility of Company pursuant to Section 5.6(b); provided, however, that reflected as a liability in the case of clauses (iFinal Closing Date Working Capital), (ii) Transfer Taxes and VAT required to be borne by Purchaser pursuant to Section 14.9, (iii) above, PHMD shall be liable Taxes arising from or in connection with any breach by Purchaser or any of its Affiliates of any covenant contained in this Agreement (but only to the extent that such Taxes are in excess appropriate to reflect the relative fault of the amountPurchaser, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement one hand, and by reducing Seller, on the other hand), (iv) an amount equal to the product of (A) 28% and (B) Incremental Subpart F Income, and (v) all costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i) through (iv). (c) Any indemnity payment to be made pursuant to Section 14.1 shall be paid no later than the later of (i) ten days after the indemnified party makes written demand upon the indemnifying party and (ii) five days prior to the date on which the underlying amount is required to be paid by the amount of indemnified party (xprovided, that, where no payment is required to be made by the indemnified party, the indemnity payment shall be made at the time specified in clause (i)). (d) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes The indemnification provisions in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 14.1 shall survive the Closing until sixty (60) 90 days following after the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) The Seller shall indemnify the DSKX Indemnified Persons indemnify, defend, and hold them harmless the Purchaser Indemnified Parties (including the Company and the Subsidiaries) from and against (i) any and all Taxes of the Radiancy Group for the Pre-Closing Tax Period imposed on any member (other than the Company or the Subsidiaries) of any affiliated, consolidated, unitary or other combined group with which the Company or the Subsidiaries files or has filed a Tax Return on a consolidated, unitary or other combined basis during the Relevant Period, except to the extent such Taxes are attributable to extraordinary transactions undertaken on the Closing Date at activities or properties of the direction of DSKX)Company or the Subsidiaries, (ii) all any Taxes in the nature of Radiancy Group or penalties and interest imposed on the Purchaser Indemnified Parties (including the Company and the Subsidiaries) to the extent attributable to any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out breach of the Business representations contained in Section 3.09 or ownership covenants in Section 6.01 of the Business Assets for any Pre-Closing Tax Period this Agreement, and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due attributable to the conveyance by PHMD and its Affiliates of Relevant Period for the Business Assets under this Agreement); entity on which such Taxes are imposed, that are not Excluded Taxes and (iii) all any loss, damage, liability or expense (including reasonable fees for attorneys and other outside consultants) incurred in contesting or otherwise in connection with any Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that described in the case of clauses clause (i), (ii) or (iii) of this Section 6.03(a). (b) The Purchaser shall indemnify the Seller Indemnified Parties against (i) any and all Taxes attributable to the activities or property of the Company or the Subsidiaries for which any Seller Indemnified Party becomes liable by reason of Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law); (ii) any Taxes in the nature of penalties and interest imposed on the Seller Indemnified Parties to the extent attributable to any breach of the covenants contained in Section 6.01 of this Agreement; and (iii) aboveany loss, PHMD shall damage, liability or expense (including reasonable fees for attorneys and other outside consultants) incurred in contesting or otherwise in connection with any Taxes described in clause (i) or (ii) of this Section 6.03(b). (c) The amounts payable or to be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate paid under this Section 7.2 6.03 (the "Tax Indemnity Payments") shall survive until sixty (60) days following be limited in aggregate amount, without duplication, to the expiration Aladdin Original Purchase Price with respect to Tax Indemnity Payments arising out of the statute business of limitations applicable or otherwise related to Aladdin or to the underlying Tax (giving effect Chicago Original Purchase Price with respect to any waiver, mitigation or extension Tax Indemnity Payments arising from any source other than Aladdin. (d) All Tax Indemnity Payments shall be paid in immediately available funds within five (5) Business Days after the later of (i) receipt of a written request from the party entitled to such Tax Indemnity Payment; and (ii) the day of payment of the amount that is the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given the Tax Indemnity Payment by the party entitled to PHMD under Section 6.2 or Section 7.1(b) on or prior to receive such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementTax Indemnity Payment.

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons (a) Seller shall, subject to Section 8.2, indemnify, defend and hold them harmless from the Purchaser Indemnified Parties against, and against shall reimburse the Purchaser Indemnified Parties for, any and all Losses arising out of, based upon or relating or attributable to (without duplication): (i) all non-income Taxes of Parent and Seller, and all Taxes imposed on the Radiancy Group for Company relating or attributable to any taxable period ending on or before the Closing Date (the “Pre-Closing Tax Period (other than Taxes attributable Period”) and, with respect to extraordinary transactions undertaken any period that includes but does not end on the Closing Date at the direction of DSKX(in each case, a “Straddle Period”), the portion of such Straddle Period deemed to end on and include the Closing Date (in the manner determined pursuant to Section 9.1(b); (ii) except as otherwise specifically set forth in Section 6.21 of this Agreement, all Taxes of Radiancy Group relating or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due attributable to the conveyance by PHMD and its Affiliates of the Business Assets under transactions contemplated pursuant to this Agreement); and ; (iii) the breach of any representation or warranty with respect to Tax matters by Seller or PRMA and the breach by Seller or PRMA or the failure by any such entity to perform (or cause to have performed) any of the covenants made by them under this Agreement relating to Taxes; (iv) any Liability for Taxes of PRMA, including without limitation, (A) any Taxes that relate to, or otherwise arise out of, the Convenience Store with respect to all periods through (and including) the Closing Date, and (B) any Taxes of PRMA for any period that is not related to the Convenience Store; and (v) all Taxes and similar ad valorem obligations levied with respect to the assets of the Convenience Store for a taxable period that are includes (but does not end on) the responsibility Closing Date to the extent attributable to the period prior to the Closing based on the number of Company pursuant to Section 5.6(b)days of such taxable period included in the period through and including the Closing Date; provided, however, that in the case connection with any or all of clauses (i), ) through (ii) and (iiiv) above, PHMD Seller shall be liable only to the extent that such Taxes are in excess of the amount, if any, amount taken into account as a liability in determining arriving at the Working Capital Final Purchase Price. (b) For purposes of this Section 9.1, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date as finally determined under this Agreement and by reducing shall be: (i) in the case of Taxes that are imposed on a periodic basis, the amount of any indemnity payment 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 (i) the amount of (x) any tax benefit to that would be payable if the DSKX Indemnified Persons that is attributable to taxable year or period ended on the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration Closing Date based on an interim closing of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementbooks.

Tax Indemnification. PHMD (a) The Sellers shall be liable for, and shall severally, and not jointly, indemnify the DSKX Indemnified Persons and hold them Purchaser and the Acquired Companies harmless from and against against, (i) all Taxes imposed on the Acquired Companies, on any of their Subsidiaries or with respect to their businesses, for all taxable periods (or portions thereof) ending on or prior to the Closing Date, and (ii) subject to Section 8.4, all Taxes imposed on or with respect to payments made to the Sellers pursuant to this Agreement, except in each case (x) to the extent reflected as a current liability in the Closing Working Capital set forth in the Accepted Adjustment Statement or (y) to the extent such Taxes have been paid by the Sellers, the Acquired Companies, or their Subsidiaries, on or prior to the Closing Date (including through estimated Tax payments). (b) Purchaser and Parent, jointly and severally, shall be liable for, and shall indemnify and hold the Sellers harmless against, all Taxes imposed on the Acquired Companies and their Subsidiaries for all taxable periods (or portions thereof) beginning after the Closing Date. (c) For purposes of Section 8.1 and this Section 8.3, and subject to the first sentence of Section 8.1(a), Taxes for any Tax period of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken Acquired Companies and their Subsidiaries that includes but does not end on the Closing Date at (a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the direction Sellers for the portion of DSKX)the Tax period up to and including the close of business on the Closing Date, and (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than to Purchaser for the Radiancy Group), including any liability for Taxes allocable to or arising out portion of the Business Tax Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or ownership other periodic basis (“Per Diem Taxes”) of the Business Assets Acquired Companies and their Subsidiaries for any Pre-Closing Tax a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than Closing Date and the Radiancy Group) due to number of days during the conveyance by PHMD and its Affiliates of Straddle Period commencing on the Business Assets under this Agreement); day after the Closing Date, and (iiiB) all Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the responsibility of Company pursuant to Section 5.6(b); provided, however, that Acquired Companies and their Subsidiaries for a Straddle Period shall be allocated between the periods described in the case of clauses (i), ) and (ii) and of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause (iiiB) aboveof the preceding sentence, PHMD any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be liable only to the extent that such Taxes are in excess made by means of a closing of the amountbooks and records of the Acquired Companies and their Subsidiaries as of the close of business on the Closing Date, if anyprovided, taken into account that exemptions, allowances, deductions or periodic Taxes (such as a liability in determining property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the Working Capital period ending as of the close of business on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by period after the amount of (x) any tax benefit Closing Date in proportion to the DSKX Indemnified Persons that is attributable to number of days in each such period. Any refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the loss and (y) any offsetting and recoverable Taxes method employed in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (608.3(c) days following taking into account the expiration type of the statute of limitations applicable Tax to which the underlying Tax refund relates. (giving effect d) The Sellers shall be entitled to any waiver, mitigation or extension refund of Taxes of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 Acquired Companies and their Subsidiaries for any taxable period (or Section 7.1(bportion thereof) ending on or prior to the Closing Date, except to the extent any such survival termination datecredit or refund of Taxes is specifically reflected as a current asset in the Closing Working Capital set forth in the Accepted Adjustment Statement, PHMD’s obligation to indemnify net of any Taxes borne by Purchaser or the Acquired Companies and hold harmless the DSKX Indemnified Persons in respect their Subsidiaries as a result of its receipt of such claim credit or refund. (e) For the avoidance of doubt, the rules and procedures of ARTICLE X shall survive beyond such date until such claim for apply to the indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under covenants set forth in this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement8.3.

Tax Indemnification. PHMD shall (a) Notwithstanding 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 parent that arises under Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign, state or local law, and (iv) Taxes for which Sellers are responsible for in Section 5.9, in each case except to the extent any such Taxes are taken into account in preparing the Closing Date Balance Sheet. (b) Notwithstanding any other provision of this Agreement or any Ancillary Agreement, the Buyer will indemnify and hold harmless the Parent and its subsidiaries other than the Transferred Fastener Subsidiaries and their respective directors, officers, employees, agents and representatives (including, without limitation, any predecessor or successor to any of the foregoing) from and against any and all Indemnifiable Losses relating to, resulting from or arising out of (i) Taxes described in Section 8.5(a)(i) and (ii) to the extent 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) The Sellers agree to indemnify the DSKX Indemnified Persons Buyer against and hold it harmless from all income Taxes, expenses or other losses arising out of the failure of the Sellers to perform any of the agreements it is required to perform under this Article VIII, and the Buyer agrees to indemnify the Sellers and hold them harmless from and against (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (Taxes, expenses or other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or losses arising out of the Business or ownership failure by the Buyer to perform any of the Business Assets for agreements it is required to perform under this Article VIII. (d) Any indemnification obligation of the Buyer or the Sellers pursuant to this Section 8.5 shall be net of any Pre-Closing Tax Period and including all Taxes incurred Benefit realized by the Radiancy Group indemnified party or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and 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 Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation receipt or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect accrual of such claim shall survive beyond such date until such claim 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 indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementthe relevant taxable period.

Tax Indemnification. PHMD shall (i) The Stockholders shall, during the Tax Indemnification Period, indemnify the DSKX Indemnified Persons and hold them Purchaser harmless from and against the following: (i1) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable imposed on the Company for any taxable year or period that ends on or before the Closing Date (including Taxes attributable to or arising out the Section 338(h)(10) Election) and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date (as determined pursuant to SECTION 7.4.4); (2) any liability for a breach of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof representations in SECTION 3.3.18 (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreementextent not payable pursuant to subsection (1) hereof); and (iii3) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)Transfer Taxes; provided, however, that in the case Stockholders shall not be liable for and shall not indemnify Purchaser for one-half of clauses Taxes imposed on the Company by New York State or a locality therein that are attributable to the Section 338(h)(10) Election (ias such, the "EXCLUDED TAXES"), ; (ii) Purchaser shall, during the Tax Indemnification Period, indemnify and hold the Stockholders harmless from and against the following: (iii1) above, PHMD shall be liable only to Taxes imposed on the extent Company for any taxable year or period that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on begins after the Closing Date as finally and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date (determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit pursuant to the DSKX Indemnified Persons that is attributable to the loss SECTION 7.4.4); and (y2) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations)Excluded Taxes; provided, however, that if notice Purchaser shall not be liable for and shall not indemnify the Stockholders for Transfer Taxes; (iii) For purposes hereof, the term "TAX INDEMNIFICATION PERIOD" shall mean, with respect to any obligation with respect to Taxes payable by any party pursuant to THIS SECTION 7.4 (including any Tax-Related Payment), the period commencing on the Closing Date and ending on the sixtieth (60th) day (the "TAX INDEMNIFICATION CUT-OFF DATE") following the expiration of the applicable statute of limitations with respect to such obligation for Taxes; provided, however, that the Tax Indemnification Period shall be automatically extended with respect to any and all Taxes for which a claim shall have Tax Indemnification Notice has been timely given to PHMD under Section 6.2 or Section 7.1(b) on or delivered prior to such survival termination datethe Tax Indemnification Cut-Off Date, PHMD’s obligation to indemnify and hold harmless until the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification upon which the Tax-Related Payment, if any, has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication determined and made in accordance with amounts otherwise payable under this Agreementthe provisions of SECTION 7.4.11 hereof.

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons (a) From and hold them harmless from and against (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on after the Closing Date at the direction of DSKX)Date, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group)without duplication, including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation PMSI and each Surviving Corporation Affiliate under this Section 7.2 of Sellers, jointly and severally, shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons Acquiror, any affiliate of the Acquiror (including, without limitation, the Transferred Subsidiaries and their affiliates and, if the Belgian Subsidiaries are acquired by the Acquiror or any of its affiliates, the Belgian Subsidiaries and their affiliates) against all Taxes (including, without limitation, reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection therewith and all Taxes relating to the unwinding of intercompany transactions involving any of the Transferred Subsidiaries or Belgian Subsidiaries), other than any Taxes accrued (to the extent of the accrual) as a liability on the Pro Forma Balance Sheet, imposed on or payable by the Transferred Subsidiaries (or, if the Belgian Subsidiaries are acquired by the Acquiror or any of its affiliates, the Belgian Subsidiaries) (i) with respect to any taxable period or portion thereof that ends on or before the Closing Date including any Taxes allocated to such period under Section 8.7(d) hereof); (ii) by reason of such claim shall survive beyond such date until such claim the Transferred Subsidiaries (or, if the Belgian Subsidiaries are acquired by the Acquiror or any of its affiliates, the Belgian Subsidiaries) being included in any consolidated, affiliated, combined or unitary or other similar group of companies at any time on or before the Closing Date; (iii) any Damages arising out of a breach of representations and warranties contained in Section 3.1(h); or (iv) pursuant to any contract or agreement with any third party for indemnification has been satisfied of Taxes. (b) From and after the Closing Date (or, with respect to the Belgian Subsidiaries if they are acquired by the Acquiror or otherwise resolved. Any amounts paid any of its affiliates, from and after the date on which all right, title and interest in the Belgian Subsidiaries is transferred to the Acquiror or payable any of its affiliates (the "Belgium Closing Date")), without duplication, the Acquiror shall, and shall cause the Transferred Subsidiaries (or the Belgian Subsidiaries, as the case may be) to, indemnify PMSI and the Sellers against all Taxes (including, without limitation, reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection therewith) imposed on the Transferred Subsidiaries (or, if the Belgian Subsidiaries are transferred to the Acquiror or any of its affiliates, on the Belgian Subsidiaries), which Taxes are not subject to indemnification pursuant to Section 8.7(a). (c) Payment by the indemnitor of any amount due under this Section 7.2 8.7 shall be without duplication made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate Tax Authority is due, provided that the indemnitor shall not be required to make any payment earlier than five days before it is due to the appropriate Tax Authority. In the case of a Tax that is contested in accordance with amounts the provisions of Section 8.8, payment of the Tax to the appropriate Tax Authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Taxing Authority or court. Final determination shall have the meaning as set forth in Section 1313(a) of the Code or the comparable provision of the appropriate foreign tax statute, regulation or law. (d) Each of PMSI, the Sellers and the Acquiror shall, to the extent permitted by applicable law and except as otherwise provided herein, elect with the relevant Taxing Authority to close the taxable period of the Transferred Subsidiaries at the end of the day on the Closing Date (and, if the Belgian Subsidiaries are transferred to the Acquiror or any of its affiliates, to close the taxable period of the Belgian Subsidiaries on the Belgian Closing Date). For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a taxable period that begins before the Closing Date and ends after the Closing Date (or that begins before the Belgian Closing Date and ends after the Belgian Closing Date, as the case may be), the portion of such Taxes which is payable for the portion of such taxable period ending on the Closing Date (or the Belgian Closing Date, as the case may be) shall be (i) in the case of any real or personal property Tax or similar Tax, the amount of such Tax for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Tax for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of days in the portion of such taxable period ending on the Closing Date (or the Belgian Closing Date, as the case may be) and the denominator of which is the number of days in the entire taxable period and (ii) in the case of any other Tax, on the basis of the actual activities of the Transferred Subsidiaries (and, if applicable, the Belgian Subsidiaries) determined from their books and records as if the relevant taxable period ended on the Closing Date (or the Belgian Closing Date, as the case may be). Any credit or refund resulting from an overpayment of Taxes shall be prorated based upon the method employed in the immediately preceding sentence. 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 AgreementSection 8.7(d) shall be computed by reference to the level of such items on the Closing Date (or the Belgian Closing Date, as the case may be).

Tax Indemnification. PHMD Section 10.5.1 Subsequent to the Closing, the Residual Holders shall jointly and severally indemnify the DSKX Indemnified Persons Parent Covered Parties against, and hold them each of the Parent Covered Parties harmless from and against from: (i) all Liability for Taxes of the Radiancy Group Company for all Pre-Closing Tax Periods, except to the extent such Taxes are included as current liabilities in the determination of the Final Closing Date Net Book Value Amount and (ii) any Indemnified Damages incurred by such Parent Covered Party that arise out of or relate to, whether directly or indirectly, to any breach of any representation or warranty contained in Section 4.10, without regard to any qualification contained therein as to materiality, except to the extent that any such Indemnified Damages are otherwise indemnified pursuant to the foregoing clause (i) or are Taxes included as current liabilities in the determination of the Final Closing Date Net Book Value Amount. For purposes of this Section 10.5, "Taxes" shall include the amount of Taxes that would have been paid but for (A) deductions attributable to the cashing out of Company Options pursuant to Section 2.6.6 on the Closing Date and (B) the application of any credit or net operating loss or capital loss deduction attributable to Post-Closing Tax Periods. In no event shall any Taxes resulting from Parent's or its Affiliates' making any election under Section 338 of the Code or comparable provisions of state, local or foreign tax laws with respect to the Merger (unless consented to by the Shareholders Representative in writing) be treated as Taxes attributable to a Pre-Closing Tax Period. Section 10.5.2 In the case of any Straddle Period: (i) real, personal and intangible property Taxes or other Taxes levied on a per diem basis (collectively, "Per Diem Taxes") of the Company for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on and the Closing Date at denominator of which is the direction total number of DSKX), days in the Straddle Period; and (ii) all other Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group)Company, including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets income, sale, use and payroll Taxes, for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates shall be computed as if such Tax Period ended as of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess end of the amount, if any, taken into account as a liability in determining the Working Capital day on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementDate.

Tax Indemnification. PHMD (a) Following the Closing, Seller shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them the Buyer Indemnified Parties harmless from (i) any and against all Damages with respect to Taxes of the Transferred Subsidiaries for all Pre-Closing Tax Periods (provided that Seller shall not be liable for such Damages with respect to PLN and LLC if, on the date hereof, Buyer has Knowledge of such Damages, and, to the extent Buyer does not have such Knowledge, Seller shall only be liable for one-half of such Damages with respect to PLN and LLC) and (ii) any and all Damages arising out of, resulting from or incident to any breach by Seller of any representation or warranty in Section 5.14 or nonfulfillment of any covenant or obligation of Seller in Article VIII, except to the extent that any such Damages are otherwise indemnified pursuant to the foregoing clause (i). (b) Following the Closing, Buyer shall indemnify, defend and hold the Seller Indemnified Parties harmless from (i) all liability for Taxes of the Radiancy Group Transferred Subsidiaries for all Post-Closing Tax Periods and (ii) any and all Damages arising out of, resulting from or incident to any breach by Buyer of any covenant or obligation of Buyer in Article VIII, except to the extent that any such Damages are otherwise indemnified pursuant to the foregoing clause (i). (c) 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 Transferred Subsidiaries allocable to a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of the Transferred Subsidiaries (other than Per Diem Taxes) for any Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (d) Seller's indemnity obligation in respect of Taxes for a Pre-Closing Tax Period shall be effected by a release from the Indemnification Holdback Escrow Account of an amount equal to the excess of (i) any such Taxes for a Pre-Closing Tax Period (as evidenced by any Tax Return prepared in accordance with Section 8.3(a) or as otherwise indicated in a written notice prepared by Buyer) which Seller is obligated to pay pursuant to Section 12.4(a) over (ii) the amount of such Taxes paid by Seller or any of its Affiliates (other than the Transferred Subsidiaries) at any time plus the amount of such Taxes paid by the Transferred Subsidiaries on or prior to the Closing Date. Seller and Buyer shall cause such excess to be released to Buyer within ten (10) days after written demand is made by Buyer. If the amount of any such Taxes paid by Seller or any of its Affiliates (other than the Transferred Subsidiaries) at any time plus the amount of such Taxes paid by the Transferred Subsidiaries on or prior to the Closing Date exceeds the amount of such Taxes for the Pre-Closing Tax Period (other than Taxes attributable which Seller is obligated to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pay pursuant to Section 5.6(b); provided, however, that in the case of clauses (i12.4(a), (ii) and (iii) above, PHMD Buyer shall be liable only pay to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing Seller the amount of any indemnity payment by such excess within ten (10) days after the amount of (x) any tax benefit Tax Return with respect to the DSKX Indemnified Persons that final liability for such Taxes is attributable required to be filed with the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementrelevant Governmental Authority.

Tax Indemnification. PHMD shall Enron hereby agrees to indemnify the DSKX Indemnified Persons and hold them the PGE Indemnified Parties harmless from and against (i) any and all Taxes of any member of the Radiancy PGE Group that are imposed upon such member of the PGE Group by reason of such member of the PGE Group being severally liable for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all any Taxes of Radiancy any member of the Enron Group which is not a member of the PGE Group pursuant to Treasury Regulation Section 1.1502-6(a) or any Affiliates thereof (other than the Radiancy Group)analogous state, including any liability for Taxes allocable to local or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)foreign law; provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) imposed upon or assessed against any tax benefit to PGE Indemnified Party or the DSKX Indemnified Persons that is attributable to assets or the loss properties thereof and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate assessed before assessment of such Tax is barred under this Section 7.2 shall survive until sixty (60) days following the expiration of the applicable statute of limitations applicable relating to such Tax and provided, further, that the underlying Tax (giving effect indemnity set forth in this Section 3.1(a) shall not affect the obligation of any member of the PGE Group to make payments pursuant to any waiver, mitigation or extension order of the subject statute Bankruptcy Court, the Tax Allocation Agreement or any other agreement between any member of limitations); providedthe Enron Group, howeveron one hand, that if notice and any member of a claim the PGE Group, on the other hand, to allocate liability for Taxes. Enron also shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX PGE Indemnified Persons Parties from and against any Liabilities (other than Taxes assessed on any indemnification payment received by the PGE Indemnified Parties pursuant to this Article III) incurred in respect of such claim shall survive beyond such date until such claim connection with the Taxes for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this which Enron is responsible to indemnify the PGE Indemnified Parties pursuant to Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement3.1(a).

Tax Indemnification. PHMD shall indemnify (a) Subject to Section 12.4(c), after the DSKX Indemnified Persons Closing, Xxxx-Xxxxxx and Xxxxx Fargo, jointly and severally, will indemnify, defend and hold them harmless the Newco Parties from and against (i) any and all Xxxxx Fargo Indemnifiable Taxes of and the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Indemnifiable Losses relating to, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to resulting from or arising out of such Xxxxx Fargo Indemnifiable Taxes and any and all Indemnifiable Losses to the Business extent relating to, resulting from or ownership arising out of any breach by Xxxx-Xxxxxx or Xxxxx Fargo of the Business Assets representations and warranties set forth in Section 4.13(b); provided that neither Xxxx-Xxxxxx nor Xxxxx Fargo shall have any obligation to make any payment to any of the Newco Parties pursuant to this Section 12.4(a) unless and until the aggregate amount of all claims arising pursuant hereto exceeds $250,000 and then only for the amount of such excess. (b) Subject to Section 12.4(c), after the Closing, the Loomis Stockholders Trust will indemnify, defend and hold harmless the Newco Parties from and against any Pre-Closing Tax Period and including all Loomis Excluded Taxes incurred by and the Radiancy Group Indemnifiable Losses relating to, resulting from or arising out of such Loomis Excluded Taxes and any Affiliates thereof (other than the Radiancy Group) due and all Indemnifiable Losses to the conveyance extent relating to, resulting from or arising out of any breach by PHMD and its Affiliates Loomis or Xxxxxx Armored of the Business Assets under this Agreementrepresentations and warranties set forth in Section 5.14(d); and (iii) all Taxes provided that are the responsibility Loomis Stockholders Trust shall have no obligation to make any payment to any of Company the Newco Parties pursuant to this Section 5.6(b)12.4(b) unless and until the aggregate amount of all claims arising pursuant hereto exceeds $250,000 and then only for the amount of such excess. (c) The indemnification obligations set forth in this Section 12.4 shall survive until the earlier of the second anniversary of the Closing Date and the consummation of the initial public offering of Newco Common Stock; provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment claim asserted by the amount of (x) any tax benefit relevant taxing authority prior to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 such time shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation paid or extension of the subject statute of limitations); provided, however, until there is a Final Determination that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect no portion of such claim is owed to such taxing authority. In the event that Xxxx-Xxxxxx or the Loomis Stockholders Trust, as applicable, objects to the calculation of any such indemnification obligations, such party shall, within 30 days of receipt of such claim, submit to Newco a written notice of objection thereto stating in reasonable detail the reason for such objection. In the event that the such party and Newco cannot come to a mutual agreement regarding the claim objected to by such party within 30 days after the receipt by Newco of written notice objecting to such claim, the matter shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolvedbe settled exclusively by arbitration in the manner set forth in Section 12.5(c) hereof. Any amounts paid or payable under this Section 7.2 due to Newco as a result of such arbitration shall be without duplication with amounts otherwise payable under this Agreementpaid promptly following the conclusion of such arbitration.

Tax Indemnification. PHMD shall Each of the Stockholders hereby agrees to indemnify the DSKX Indemnified Persons and hold them Acquisition Sub and ARC harmless from from, and against to reimburse Acquisition Sub and ARC for, any Tax Indemnity Claim. For purposes of this Agreement, the term "Tax Indemnity Claim" shall mean any tax, penalty and interest (i"Taxes") all Taxes imposed on ARC or Acquisition Sub by any taxing authority as a result of the Radiancy Group Merger failing to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code and all costs and expenses of Acquisition Sub or ARC (including, without limitation, all reasonable fees and disbursements of counsel) related to addressing or contesting such Taxes. The provisions of Sections 11.3 and 11.4 shall apply to all Tax Indemnity Claims to the same extent as if the term Tax Indemnity Claim were substituted for the Pre-Closing Tax Period term Acquisition Sub Indemnity Claim (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (iior their respective plurals) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)throughout such sections; provided, however, that the Stockholders shall not be entitled to settle, either administratively or after commencement of litigation, any Tax Indemnity Claim that would adversely affect the tax liabilities of ARC or Acquisition Sub for any taxable period ending after the Effective Time without the prior written consent of ARC. Notwithstanding the foregoing, any Tax Indemnity Claim shall be payable by the Stockholders only in the case of clauses (i)event, (ii) and (iii) above, PHMD shall be liable only to the extent extent, that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount Tax Indemnity Claim exceeds $50,000. The provisions of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 11.7 shall survive until sixty (60) days following the 180th day after the sixth anniversary of the Closing Date, except with respect to Tax Indemnity Claims related to any period for which the applicable statute of limitations has been extended or waived beyond such date, in which case these provisions shall survive until the 90th day after the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any such extension or waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD 9.2.1 Purchaser is obliged to notify the competent tax authority of the commencement of a new business (Betriebseröffnung) within the meaning of § 138 (1) of the General Tax Code (Abgabenordnung, AO) with no undue delay but in no case later than 20 Business Days after the Closing Date. 9.2.2 Sellers, as joint and several debtors, shall indemnify the DSKX Indemnified Persons and hold them harmless Purchaser from and against a potential liability of the Purchaser pursuant to § 75 AO or § 11 para. 2 of the Land Tax Act (Grundsteuergesetz, GrStG). 9.2.3 With regard to any Tax for which Purchaser seeks reimbursement or indemnity under this Clause 9, Purchaser shall (i) all Taxes provide to the Sellers Representative without undue delay, at the latest (14) fourteen days prior to the expiration of the Radiancy Group for legal objection deadline (Rechtsbehelfsfrist), a copy of the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)respective tax assessment notice or liability claim notice, (ii) all Taxes of Radiancy Group or any Affiliates thereof file in due course a legal objection notice (other than Rechtsbehelf) upon the Radiancy Group), including any liability for Taxes allocable to or arising out reasonable request of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); Seller, and (iii) conduct the legal remedy procedures as reasonably instructed by the Seller, all Taxes at Sellers’ expense that are will be promptly reimbursed upon demand. 9.2.4 Any indemnification claim of the responsibility of Company pursuant to Section 5.6(bPurchaser under this Clause 9 shall become time barred six months after the respective tax notice or liability claim notice has become final, binding and irrevocable (formell und materiell bestandskräftig); provided, provided however, that once Sellers are on notice of an indemnification claim hereunder, such claim shall survive until it has been resolved. Indemnification claims under this Clause 9 are not subject to the amount or time limitations set forth in Clause 8. 9.2.5 Sellers shall indemnify and hold Purchaser harmless against all Taxes imposed on Purchaser by way of a binding assessment (formell bestandskräftiger Bescheid) which is neither preliminary (vorläufig) nor subject to the case of clauses statutory reservation for review by the relevant Tax Authority (Xxxxxxxxx xxx Xxxxxxxxxxx), if and to the extent such Taxes (i), ) relate to the activities of the Company during any period ending on or prior to the Closing Date and (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on have not been paid by the Closing Date as finally determined under this Agreement or have not been included in the Closing Date Financial Statements by way of a liability (Verbindlichkeit) or a reserve (Rückstellung). For the avoidance of doubt, it is expressly agreed that the aforementioned indemnity also covers tax risks resulting from the activities of legal entities which were contributed to, or the assets of which were taken over by, the Company, in particular, but not limited to, the following entities: “Beteiligungsgesellschaft X. xxx Xxxxx (GbR)” and by reducing the amount of any “Xxxxx Xxxx Xxxxxx Basaltwerke GmbH & Co. KG”. 9.2.6 Any indemnity payment by the amount of (x) any tax benefit pursuant to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 Clause 9 shall survive until become due within sixty (60) days following the expiration after Purchaser has notified Sellers in writing of the statute respective Tax (such notice to include copies of limitations applicable all relevant Tax assessments), but in no event earlier than ten (10) Business Days before the relevant Tax becomes due and payable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementcompetent Taxing Authority.

Tax Indemnification. PHMD (a) The Company shall indemnify and save harmless all members of the DSKX Indemnified Persons and hold them harmless CBG Group from and against (i) any and all Taxes arising from, relating to or incurred as a result of the Radiancy entering into or completion of the Project Frontrunner Amendments, together with all Losses that any member of the CBG Group may suffer or incur, directly or indirectly, as a result of or in connection with or arising from any liability for Taxes resulting from or related to the Pre-Closing Tax Period entering into or completion of the Project Frontrunner Amendments (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all and Losses in connection with Taxes of Radiancy Group resulting from or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due related to the conveyance by PHMD and its Affiliates 6.1% interest (or 15% interest upon an event of the Business Assets under this Agreement); and (iiidefault) all Taxes that are the responsibility of Company payable pursuant to Section 5.6(bthe Debenture and Taxes and Losses in connection with Taxes resulting from or related to the royalties payable pursuant to the A&R Trademark and Technology License); provided, however, that to the extent applicable in determining the Company’s liability for an indemnification claim made pursuant to this Section 2.5, the CBG Group’s economic ownership in the case of clauses (i), (ii) and (iii) above, PHMD Company shall be deemed to be 38.6%. In no event, other than a settlement that complies with subsection 2.5(d)(iii) below, shall the Company be liable only for Taxes owing by the CBG Group unless finally determined to be payable under the Code or other applicable state or local law in the United States. (b) The CBG Group shall promptly give written notice to the Company of any claim in respect of which the CBG Group intends to claim for indemnification against the Company pursuant to Section 2.5(a) (an “Indemnity Claim”). Such notice shall specify with reasonable particularity (to the extent that the information is available) the nature of the Indemnity Claim. If the CBG Group fails to give such notice, such failure shall not preclude the CBG Group from obtaining such indemnification, but its right to indemnification may be reduced to the extent that such Taxes are in excess delay materially prejudices the defence of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing Claim or increases the amount of any indemnity payment liability or cost of defense. The CBG Group shall assume control of the negotiation, settlement and defence of such Indemnity Claim and the reasonable and documented costs of such defence shall be Losses. (c) The Company will have the right to fully participate in the negotiation, settlement and defence of such Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Company and the CBG Group (each acting reasonably) shall be retained by the amount of (x) CBG Group. The CBG Group shall vigorously defend against any tax benefit Indemnity Claim and, if the CBG Group fails to continue to defend such Indemnity Claim in such manner, the DSKX Indemnified Persons that is attributable Company will be entitled to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration assume control of the statute of limitations applicable to Indemnity Claim at its expense and the underlying Tax (giving effect to any waiver, mitigation or extension of CBG Group will be bound by the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior results obtained by the Company with respect to such survival termination date, PHMD’s obligation Indemnity Claim. (d) The following provisions shall also apply with respect to indemnify and hold harmless the DSKX Indemnified Persons Indemnity Claims: (i) The CBG Group shall not permit any right of appeal in respect of such claim any Indemnity Claim to terminate without giving the Company notice thereof and an opportunity to discuss same in good faith with the CBG Group. (ii) The CBG Group and the Company shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under co-operate fully with each other with respect to Indemnity Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available to the extent so doing does not result in a waiver of privilege). (iii) Notwithstanding the above provisions of this Section 7.2 2.5, the CBG Group shall not settle any Indemnity Claim or conduct any related legal or administrative Proceeding in a manner which would, in the opinion of the Company, acting reasonably, have a material adverse impact on the Company, without first consulting with the Company. (iv) The provisions of this Section 2.5 are intended to set out the procedures to be without duplication followed with amounts otherwise payable under respect to an Indemnity Claim and, provided the CBG Group follows such procedures in all material respects, nothing contained in this AgreementSection 2.5 will derogate from the Company’s obligations to indemnify the CBG Group.

Tax Indemnification. PHMD (a) Notwithstanding anything in this Agreement to the contrary, Buyer shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them harmless Seller and its affiliates from and against (i) all any liability for Taxes of the Radiancy Group Company for any taxable period ending after the Closing Date (except as provided in Section 6.3 hereof and 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 is not attributable to the Pre-Closing Period). Notwithstanding the foregoing, Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against any liability for Taxes of the Company arising on the Closing Date and attributable to activities of Buyer outside of the ordinary course of business. (b) Notwithstanding anything in this Agreement to the contrary, Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any liability for Taxes of the Company, except as provided in Section 6.3 hereof, for all taxable periods ending on or before the Closing Date and for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)including, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group)but not limited to, including any liability for Taxes allocable with respect to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy GroupSection 338(h)(10) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iiiElection) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable but only to the extent that the amount of such Taxes are exceeds the aggregate amount of Taxes that have been reserved for on the Balance Sheet. (c) In the case of any Straddle Period, except as provided in excess subparagraph (d) below and in Section 6.4 hereof, the liability for Taxes of the amountCompany for the Pre-Closing Period shall be computed as if such taxable period ended on and included the Closing Date. (d) In the case of any Taxes that are imposed on a periodic basis and are payable for the Straddle Period, if anyother than Taxes based upon or related to income or Taxes described in Section 6.3 hereof, taken into account as the liability for such Taxes of the Company for the Pre-Closing Period shall be deemed to be the amount of such Taxes for the Straddle Period multiplied by a liability fraction the numerator of which is the number of days in determining the Working Capital Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the Straddle Period. (f) With respect to any Tax Claim which might result in an indemnity payment to Buyer pursuant to Section 6.7(b) (excepting Taxes of the Company for a Straddle Period Tax Claims with respect to which will be controlled jointly by the Buyer and the Seller), 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 for a refund where applicable law permits such refund suits or contest such Tax Claim. Buyer shall not under any circumstances settle xx otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent. In connection with any proceeding taken in connection with such Tax Claim, (i) Seller shall keep Buyer informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes and (ii) Buyer shall have the right, at its sole expense, to participate in (but not control) 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. (g) With respect to any Tax Claim not described in Section 6.7(f) which might result in an indemnity payment to Seller pursuant to Section 6.7(a), Buyer shall control all proceedings in accordance with provisions that are parallel to those in Section 6.7(f). (h) Except as finally determined under this Agreement and by reducing the amount of set forth in Section 6.4(c) or 6.4(d), any indemnity payment payable by Seller to Buyer or by Buyer to Seller pursuant to this Section 6.7 shall be paid within thirty days after the Tax Indemnified Party's written request therefor (or, if later, ten days prior to the date such Tax is required to be paid), provided that such request shall be accompanied by a copy of the applicable Tax Return or a final audit determination and, if necessary, a statement reflecting the calculation of the amount of (x) any tax benefit to for which the DSKX Indemnified Persons that Tax Indemnifying Party is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictionsliable. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) Within thirty days following the expiration receipt of a request for any indemnity payment hereunder, together with a computation by the Tax Indemnified Party of the statute of limitations applicable indemnity amount payable hereunder, the Tax Indemnifying Party shall either pay such amount in immediately available funds in the manner designated by the Tax Indemnified Party to the underlying Tax (giving effect Indemnified Party or request in writing the Neutral Accounting Firm to any waiverdetermine whether such computation and amount are correct. After each party has had the opportunity to consult with the Neutral Accounting Firm, mitigation or extension upon receipt thereof, the Tax Indemnified Party shall deliver to the Tax Indemnifying Party a statement from the Neutral Accounting Firm setting forth the determination by the Neutral Accounting Firm of such computation and the amount payable hereunder as an indemnity. The determination by the Neutral Accounting Firm in conformity with the provisions of this Agreement shall be final, conclusive and binding on the parties hereto. Within five business days after delivery to the Tax Indemnifying Party of the subject statute statement of limitations); provideddetermination by the Neutral Accounting Firm of such amount, howeverthe Tax Indemnifying Party shall pay such amount in immediately available funds to the Tax Indemnified Party in the manner designated by the Tax Indemnified Party. (i) Notwithstanding any provision in this Agreement to the contrary, that if notice the liability of a claim any party hereto to indemnify any other party hereto pursuant to this Section 6.7 in respect of Tax Claims shall have been timely be limited to Tax Claims as to which the Tax Indemnified Party has given to PHMD under Section 6.2 or Section 7.1(b) the Tax Indemnifying Party written notice, setting forth therein in reasonable detail the basis for such Tax Claim, on or prior to the day and date on which the applicable statute of limitations relating to the Taxes at issue expires (after giving effect to valid extensions thereof) and the costs indemnified hereunder shall include reasonable attorney's fees and the costs and expenses of enforcing the indemnification obligation, if any. Unless the Buyer consents, the Seller will not settle any Tax Claim or file any Tax Return, amended or otherwise, on which the Company makes an election or takes a position that would cause Buyer or the Company to pay more Taxes in future years than Buyer or the Company would have paid has such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has settlement or election not been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementmade.

Tax Indemnification. PHMD Section 11.5.1 Subsequent to the Closing, each Seller, jointly and severally, shall indemnify the DSKX Buyer Indemnified Persons Parties against, and hold them each of the Buyer Indemnified Parties harmless from and against from: (i) all Liability for Taxes of the Radiancy Group Company for all Pre-Closing Tax Periods, except to the extent such Taxes are included as current liabilities in the determination of the Final Working Capital Amount, (ii) any Damages incurred by such Buyer Indemnified Party that arise out of or relate to, whether directly or indirectly, any breach by the Sellers, the Member Representative or their Affiliates of any covenant contained in this Section 11.5 or Article VIII, and (iii) any Damages incurred by such Buyer Indemnified Party that arise out of or relate to, whether directly or indirectly, any breach of any representation or warranty contained in Section 5.10 (without regard to any qualification contained therein as to materiality), except to the extent that any such Damages are otherwise indemnified pursuant to the foregoing clauses (i) or (ii) or are Taxes included as current liabilities in the determination of the Final Working Capital Amount. For purposes of this Section 11.5, “Taxes” shall include the amount of Taxes that would have been paid but for (A) income Tax deductions related to payments to the Appreciation Rights Holders at Closing pursuant to the Appreciation Rights Closure Agreements pursuant to Section 2.2 and (B) the application of any credit or net operating loss or capital loss deduction attributable to Post-Closing Tax Periods. Section 11.5.2 In the case of any Straddle Period: (i) real, personal and intangible property Taxes or other Taxes levied on a per diem basis (collectively, “Per Diem Taxes”) of the Company for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on and the Closing Date at denominator of which is the direction total number of DSKX), days in the Straddle Period; and (ii) all other Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group)Company, including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets income, sale, use and payroll Taxes, for any Pre-Closing Tax Period and including all shall be computed as if such Tax Period ended as of the end of the day on the Closing Date. Section 11.5.3 The Sellers’ indemnification obligation for Taxes incurred for a Pre-Closing Tax Period shall initially be effected by the Radiancy Group payment to the Buyer of the excess of (i) the amount of Taxes due for such Pre-Closing Tax Period as evidenced by a Tax Return prepared in accordance with Section 8.1 or other appropriate documentation relating to the resolution of a Tax Claim over (ii) the amount of such Taxes paid by the Sellers at any Affiliates thereof (other time plus the amount of such Taxes paid by the Company on or prior to the Closing Date, plus the amount of such Taxes included as a current Liability in the determination of the Final Working Capital Amount. In the case of any contested Tax, payment of the Tax to the appropriate Governmental Authority shall not be considered to be due earlier than the Radiancy Groupdate a final determination with respect to such Tax Liability is made by the appropriate Governmental Authority or court. Section 11.5.4 If a Governmental Authority shall make any claim relating to Taxes that, if successful, might result in an indemnification payment and/or offset pursuant to this Section 11.5 (a “Tax Claim”), the Buyer shall promptly and in any event no more than fifteen (15) due days following receipt of such Tax Claim, give written notice of such Tax Claim to the conveyance by PHMD Member Representative, together with copies of all notices and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant communications relating to Section 5.6(b)such Tax Claim; provided, however, that in the case failure of clauses (i), (ii) and (iii) above, PHMD the Buyer to give such notice shall be liable only relieve the Sellers from their indemnification obligations hereunder to the extent that they are actually prejudiced by such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement failure. Section 11.5.5 The Member Representative may elect to control all Proceedings at his own expense and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect may make all decisions with respect to any waiver, mitigation Tax Claim relating to a Tax Period (or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(bportion thereof) ending on or prior to the Closing Date. Unless the Member Representative so elects, the Buyer shall control all Proceedings and may make all decisions with respect to any Tax Claim relating to a Tax Period (or portion thereof) ending on or prior to the Closing Date. The controlling party shall not settle any such survival termination dateTax Claim without the other party’s (the Buyer or the Member Representative, PHMD’s obligation to indemnify and hold harmless as the DSKX Indemnified Persons in respect of such claim case may be) consent, which shall survive beyond such date until such claim for indemnification has been satisfied not be unreasonably withheld, conditioned or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementdelayed.

Tax Indemnification. PHMD (a) From and after the Closing Date, the Cosmo Tax Indemnitors shall pay or cause to be paid, and jointly and severally shall indemnify the DSKX Indemnified Persons each Salix Tax Indemnitee and protect, save and hold them each Salix Tax Indemnitee harmless from and against the following Taxes, including any legal and accounting fees and expenses attributable to any such Taxes: (i) all Taxes any Tax imposed upon or relating to Cosmo or any of the Radiancy Group Continuing Affiliates for any period, including any such Tax for which any of the Pre-Closing Salix Tax Period Indemnitees (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction or any Subsidiary thereof) may be liable (w) under a consolidated, combined or unitary basis (or any similar provision of DSKXany Similar Law), (x) as a transferee or successor, (y) by contract or (z) otherwise, on a secondary or joint and several basis; (ii) all Taxes any Tax relating to the Excluded Assets for any period; (iii) any Tax imposed upon any of Radiancy the Tech Group or any Affiliates thereof Entities, (other than the Radiancy GroupSurviving Corporation), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Acquired Assets for with respect to any Pre-Closing Tax Period and including all Period; (iv) any Taxes incurred or sustained by any Salix Tax Indemnitee arising out of a breach of representations contained in Section 7.1; (v) any Taxes (including Transfer Taxes) imposed in connection with the Radiancy Extraction Reorganization; and (vi) any Taxes (including Transfer Taxes) imposed due to the failure of the Cosmo Parties to perform their covenants under Section 5.3. (b) From and after the Closing Date, the Tech Group Entities, including Salix as the Surviving Corporation, shall pay or cause to be paid, and shall indemnify the Cosmo Tax Indemnitors and protect, save and hold the Cosmo Tax Indemnitors harmless from and against any Affiliates thereof Taxes (including Transfer Taxes) imposed on the Cosmo Tax Indemnitors in connection with the Structural Reorganization (other than any Taxes resulting from the Radiancy Groupfailure of the Cosmo Parties to perform their obligations to effect the Reorganization in accordance with Schedule A), including any legal and accounting fees and expenses attributable to any such Taxes. (c) Except as otherwise provided in Section 7.4, payment in full of any amount due to the conveyance by PHMD and its Affiliates of Salix Tax Indemnitees or the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); providedCosmo Tax Indemnitors, howeveras applicable, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication made to the affected Salix Tax Indemnitee or Cosmo, as applicable, in immediately available funds at least two (2) Business Days before the date payment of the Taxes to which such payment relates is due. (d) Neither the Salix Tax Indemnitees nor Cosmo shall be entitled to assert any indemnification pursuant to this Section 7.2 after the end of the applicable survival period as specified in Section 7.11; provided, that, if on or prior to the last date of such survival period, Salix or Cosmo, as applicable, shall have provided Cosmo or Salix, as applicable, with amounts otherwise payable written notice of a claim for indemnification under this AgreementSection 7.2, then the Salix Tax Indemnitees and Cosmo shall continue to have the right to be indemnified with respect to such indemnification claim until such claim has been satisfied or otherwise resolved as provided in this Article VII.

Tax Indemnification. PHMD (a) Subject to the limitations set forth in Section 8.05, from and after the Closing Date, Seller shall indemnify Purchaser and its affiliates (including the DSKX Indemnified Persons Acquired Companies and their respective subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and representatives (the "PURCHASER INDEMNITEES") against and hold them harmless from and against (i) all liability for Income Taxes of the Radiancy Group Acquired Companies and their respective subsidiaries for the Pre-Closing Tax Period and (ii) all liability for reasonable legal fees and expenses attributable to any item in clause (i) above. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to any action taken on or after the Closing Date by Purchaser, any of its affiliates (including the Acquired Companies or any of their respective subsidiaries), or any transferee of Purchaser or any of its affiliates (other than Taxes any such action expressly required by Applicable Law or by this Agreement) (a "PURCHASER TAX ACT") or attributable to extraordinary transactions undertaken on a breach by Purchaser of its obligations under this Agreement. (b) From and after the Closing Date at Date, Purchaser shall indemnify Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the direction "SELLER INDEMNITEES") against and hold them harmless from (i) all liability for Taxes other than Income Taxes of DSKX)the Acquired Companies and their respective subsidiaries for all taxable periods whether ending before, on or after the Closing Date, except to the extent provided in Section 8.02, and for Income Taxes for any Post-Closing Tax Period, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable attributable to a Purchaser Tax Act or arising out to a breach by Purchaser of its obligations under this Agreement, and (iii) all liability for reasonable legal fees and expenses attributable to any item in clause (i) or (ii) above. (c) In the Business or ownership case of any Straddle Period, Income Taxes shall be allocated to the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by calculated on the Radiancy Group or any Affiliates thereof (other than basis that the Radiancy Group) due to applicable Tax period ends on the conveyance by PHMD and its Affiliates close of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital business on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementDate.

Tax Indemnification. PHMD (a) From and after the Closing, SPX shall indemnify Purchaser or, at the DSKX request of Purchaser, the Purchaser Indemnified Persons Parties against, and hold them harmless harmless, from and against any Damages (icalculated after taking into account any payment of Income Taxes by SPX pursuant to Section 6.4(b)) all by reason of any Income Taxes imposed on the Service Solutions Business or any Member of the Radiancy Service Solutions Group with respect to any Pre-Closing Tax Period. The obligation of SPX to indemnify Purchaser for such Income Taxes shall be without regard to whether there was any breach of any representation or warranty under Article II with respect to such Income Tax or any disclosures that may have been made with respect to Article II or otherwise. For purposes of this Section 11.3, all Damages shall be reduced by the correlative amount (based on the tax rates in effect at the time for those future periods), if any, by which any Tax of the Purchaser Indemnified Parties is actually reduced for periods ending after the Closing Date as a result of such Damages. For purposes of this Section 11.3, any Income Tax imposed on a Member of the Service Solutions Group for the a Post-Closing Tax Period shall be treated as an Income Tax imposed with respect to a Pre-Closing Tax Period if such Income Tax (other than Taxes attributable i) is the direct result of the application of Section 481 of the Code (or any similar provision of state, local, or foreign Tax Law) by reason of a change in accounting method employed prior to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), and (ii) all Taxes is calculated with reference to the taxable income of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out such Member of the Business or ownership of the Business Assets Service Solutions Group for any a Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictionsPeriod. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate The parties’ obligations under this Section 7.2 11.3 shall survive the Closing and shall continue until sixty (60) 60 days following after the expiration of the statute of limitations applicable to the underlying Tax relevant Taxes. (giving effect to b) Promptly, but in any waiverevent within 20 days, mitigation or extension after Purchaser becomes aware of the subject statute existence of limitations)a Tax issue that may give rise to an indemnification claim under this Article XI (a “Tax Controversy”) by any Purchaser Indemnified Party against SPX, Purchaser shall notify SPX of the Tax issue and thereafter shall promptly forward to SPX copies of the relevant portion of any notice or other document received from any Governmental Authority and communications with any Governmental Authority relating to such Tax Controversy; provided, however, that if a failure to give such notice will not affect such Purchaser Indemnified Party’s rights to indemnification under this Article XI, except to the extent that SPX is actually prejudiced thereby. (c) Notwithstanding anything to the contrary contained in this Agreement, SPX shall have the ability to elect to solely control and make all decisions regarding interests in any Tax audit, hearing, proposed adjustment, arbitration, deficiency, assessment, suit, dispute, claim or other administrative or judicial proceeding (a “Tax Contest”) relating to Income Taxes imposed on SS US, SS Germany, SS Australia, SS Japan or SS UK, in each case, for any taxable period ending on or before the Closing Date, including selection of counsel and selection of a claim forum for such contest, provided, however, that (i) Purchaser and SPX shall cooperate in the conduct of any such Tax Contest, (ii) Purchaser shall have been the right (but not the obligation) to participate in (but not control) such Tax Contest, (iii) SPX shall keep Purchaser informed of all developments with respect to such Tax Contest on a timely given basis, (iv) SPX shall not enter into any agreement with the relevant taxing authority pertaining to PHMD such Tax Contest without the written consent of Purchaser, which consent shall not unreasonably be withheld, conditioned or delayed, and (v) Purchaser may, without the written consent of SPX, enter into such an agreement proposed by the relevant taxing authority, provided that Purchaser shall have agreed in writing to accept responsibility and liability for the payment of the applicable Income Taxes and to forego any indemnification or other claim under Section 6.2 or Section 7.1(bthis Agreement with respect to such Income Taxes. Purchaser shall control the conduct and resolution of any Tax Contest relating to (x) non-Income Taxes of any Member of the Service Solutions Group, (y) Income Taxes for any taxable period ending on or prior before the Closing Date with respect to Members of the Service Solutions Group other than SS US, SS Germany, SS Australia, SS Japan and SS UK, and (z) Income Taxes with respect to a Straddle Period, provided, however, that (A) Purchaser and SPX shall cooperate in the conduct of each such Tax Contest, (B) SPX shall have the right (but not the obligation) to participate in (but not control) such Tax Contest, (C) Purchaser shall keep SPX informed of all developments with respect to such survival termination dateTax Contest on a timely basis, PHMD’s (D) Purchaser shall not enter into any agreement with the relevant taxing authority pertaining to such Tax Contest without the written consent of SPX, which consent shall not unreasonably be withheld, conditioned or delayed, and (E) Purchaser may, without the written consent of SPX, enter into such an agreement, provided that Purchaser shall have agreed in writing to accept responsibility and liability for the payment of the applicable Taxes and to forego any indemnification or other claim under this Agreement with respect to such Taxes. In the event of any Tax Contest related to Taxes for which Purchaser has an indemnification obligation pursuant to indemnify Section 11.1(b)(iv), SPX shall (i) take commercially reasonable steps to defend any claim in excess of $25,000 related to such Taxes if there is a mutually reasonable expectation of prevailing, (ii) keep Purchaser informed of all developments with respect to such Tax Contest on a timely basis, and hold harmless (iii) consider in good faith any comments of Purchaser with respect to the DSKX Indemnified Persons in respect defense or settlement of such claim Tax Contest. Each party shall survive beyond bear its own costs incurred in participating in any proceeding relating to any Tax Contest. Purchaser and SPX shall execute and deliver, or cause to be executed and delivered, such date until such claim for indemnification has been satisfied powers of attorney and other documents as may be necessary or otherwise resolved. Any amounts paid or payable under appropriate to give effect to the foregoing. (d) To the extent any provision of this Section 7.2 shall be without duplication 11.3 is in conflict with amounts otherwise payable under any other provision in this Agreement, the provisions of this Section 11.3 shall govern.

Tax Indemnification. PHMD (a) Subject to paragraph (b) of this Section 10.04, Seller shall indemnify the DSKX Indemnified Persons and hold them harmless Buyer Indemnitees against and from any and against all damages (including reasonable fees and expenses of legal counsel and other advisors) which any Buyer Indemnitee may incur or suffer to the extent such damages arise out of or result from, without duplication, (i) all any Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets Transferred Companies and their Subsidiaries for any Pre-Closing Tax Period and including all (ii) any Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due relating to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and Rhetorik Transfer. (iiia) all Seller shall not indemnify or hold harmless Buyer Indemnitees against damages that arise or result from (i) Transfer Taxes that are the responsibility of Company for which Buyer is responsible pursuant to Section 5.6(b); provided, however, that in the case of clauses (i2.07(a), (ii) and (iii) above, PHMD shall be liable only Taxes to the extent that such Taxes are in excess directly attributable to any action taken or failure to act by Buyer outside of the amount, if any, taken into account as a liability in determining the Working Capital ordinary course of Business on the Closing Date as finally determined under after the Closing, unless any such action or failure to act is expressly permitted by this Agreement and or (iii) Taxes attributable to a breach by reducing the amount Buyer or its Affiliate of any indemnity payment by of its covenants or agreements in this Agreement. (b) Buyer shall indemnify and hold harmless Seller Indemnitees against and from any and all damages (including reasonable fees and expenses of legal counsel) which any Seller Indemnitee may incur or suffer to the amount extent such damages arise out of or result from, without duplication, (i) any Taxes of the Transferred Companies and their Subsidiaries, other than (x) any tax benefit to the DSKX Indemnified Persons such Taxes that is attributable to the loss Seller must indemnify or hold harmless Buyer Indemnitees against or from under Section 10.02 or Section 10.04(a) and (y) any offsetting such Taxes already recovered by any Seller Indemnitees under Section 717 of the Corporation Tax Xxx 0000 (and recoverable Taxes in other jurisdictions. PHMD’s obligation Seller Indemnitees shall procure that no recovery is sought under Section 717 of the Corporation Tax Act 2010 to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate the extent that indemnity has been made under this Section 7.2 10.04(c)) and (ii) any Taxes described in Section 10.04(b). (c) In the case of any Straddle Period: (i) Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes) for any Pre-Closing Tax Period shall survive until sixty be equal to the amount of such 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 (60ii) days following the expiration Taxes (other than Taxes described in Section 10.04(d)(i)) for any Pre-Closing Tax Period shall be computed (1) as if such taxable period ended as of the statute close of limitations applicable business on the Closing Date and (2) in the case of any such Taxes attributable to the underlying Tax (giving effect to ownership of any waiver, mitigation equity interest in a partnership or extension other “flowthrough” entity as if the taxable period of that entity ended as of the subject statute close of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) business on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementClosing Date.

Tax Indemnification. PHMD (a) Subject to Section 10.1(d), the Seller shall be liable for, and shall indemnify the DSKX Purchaser Indemnified Persons Parties against and hold them harmless from, (i) all Liability for Taxes of the Company or any affiliated group of which the Company has ever been a member for any taxable period ending on or before the Closing Date, (ii) all Liability for Taxes of the Company for the portion of any Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 10.1(c)), (iii) Taxes arising from the breach of any representation or warranty in Section 5.10, (iv) a breach of any covenant in this Article X and (v) all Liability for reasonable legal fees and expenses attributable to any failure by the Seller to timely pay any item described in subclause (i), (ii), (iii) or (iv) above. Notwithstanding the foregoing, the Seller shall not be liable for, and shall not be required to indemnify the Purchaser Indemnified Parties against any item described in the foregoing clauses to the extent the Purchase Price has been expressly adjusted pursuant to Section 3.3 hereof to account for such items. (b) The Purchaser and the Company, jointly and severally, shall indemnify Seller Indemnified Parties and hold them harmless from and against (i) all Liability for Taxes of the Radiancy Group Company for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on any taxable period ending after the Closing Date at the direction of DSKX)that is not a Straddle Period, (ii) all Liabilities for Taxes of Radiancy Group or the Company for the portion of any Affiliates thereof Straddle Period beginning after the Closing Date (other than the Radiancy Groupdetermined as provided in Section 10.1(c)), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) a breach of any covenant in this Article X and (iv) all Taxes that are Liability for reasonable legal fees and expenses attributable to any failure by the responsibility of Purchaser or the Company pursuant to Section 5.6(b); provided, however, that timely pay to the Seller any item described in the case of clauses subclause (i), (ii) and or (iii) above. (c) The Seller and the Purchaser will, PHMD shall be liable only to unless prohibited by applicable law, close the extent that such Taxes are in excess taxable period of the amountCompany as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a "Straddle Period"), the Taxes, if any, taken into account attributable to a Straddle Period shall be allocated (i) to the Seller for the period up to and including the close of business on the Closing Date, and (ii) to the Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as a liability in determining of the Working Capital close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date as finally determined and the period after the Closing Date in proportion to the number of days in each such period. (d) The indemnity obligation of the Seller under this Agreement and Section 10.1(a)(ii) (i.e., Taxes in connection with Straddle Periods) shall initially be effected by reducing its payment to the Purchaser of the excess of (i) the portion of such Taxes apportioned to the Seller pursuant to Section 10.1(c) over (ii) the amount of such Taxes paid by the Seller or any indemnity payment by of its Affiliates (other than the Company) at any time plus the amount of (x) any tax benefit such Taxes paid by the Company on or prior to the DSKX Indemnified Persons that Closing Date. Such excess initially shall be paid to the Company within the time prescribed by Section 10.1(e). If the amount of such Taxes paid by the 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 of such Taxes apportioned to the Seller pursuant to Section 10.1(c), the Company shall pay to the Seller the amount of such excess within 30 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 10.1(d) with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination with respect to Straddle Period Taxes. (e) The Seller shall cause the Company to timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. Following the Closing, the Purchaser shall cause to be timely filed all Tax Returns required to be filed by the Company after the Closing Date and, subject to the rights to payment from the Seller under the following sentence, pay or cause to be paid all Taxes shown due thereon. With respect to any Tax Return of the Company attributable to the loss and a Straddle Period, no later than ten (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (6010) days prior to the date of filing such Tax Return, the Purchaser shall furnish or cause to be furnished to the Seller a copy of such Tax Return for the Seller's review and approval, such approval not to be unreasonably withheld. Not later than five (5) days prior to the due date for the payment of Taxes on any Tax Returns which the Purchaser has the responsibility to cause to be filed pursuant to the preceding sentence, the Seller shall pay to the Purchaser the amount of Taxes, as reasonably determined by the Purchaser, owed by the Seller pursuant to the provisions of Section 10.1(a). (f) For indemnification of any Tax Claim (as defined in Section 10.1(f)(i), the following the expiration procedures shall apply, exclusive of the statute of limitations applicable to the underlying Tax procedures in Section 9.4: (giving effect i) If a claim is made by any Taxing Authority, which, if successful, might result in an indemnity payment to any waiver, mitigation or extension of the subject statute Purchaser Indemnified Parties pursuant to Section 10.1(a), the Purchaser shall promptly notify the Seller in writing of limitationssuch claim (a "Tax Claim"). (ii) With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), the Seller shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suxxx or contest the Tax Claim in any permissible manner. The Seller and the Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period; provided, however, that if notice (A) the Purchaser and counsel of a claim its own choosing, shall have been timely given the right to PHMD participate fully in all aspects of the prosecution or defense of such Tax Claim, and (B) neither the Seller nor the Purchaser shall settle any such Tax Claim without prior written consent of the other, such consent not to be unreasonably withheld. Except as otherwise provided in this Agreement, the Purchaser shall control all other proceedings with respect to all other disputes relating to Taxes. (iii) The Purchaser and the Company shall cooperate with the Seller in contesting any Tax Claim, such cooperation shall include the retention and (upon the Seller's request) the provision to the Seller of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (iv) In no case shall any of the Purchaser Indemnified Parties settle or otherwise compromise any Tax Claim which might result in an indemnity payment under Section 6.2 or Section 7.1(b10.1(a) on or without the prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless written consent of the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementSeller.

Tax Indemnification. PHMD (a) To the extent not paid or accrued (including the payment of estimated Taxes) before Closing or reflected on the Closing Statement of Net Assets, Seller shall indemnify the DSKX Indemnified Persons Purchaser and its Affiliates and hold them harmless from all liability for (A) Excluded Taxes, (B) Taxes arising from or in connection with any breach by Seller of any covenant contained in this Article XIV (but only to the extent appropriate to reflect the relative fault of Seller, on the one hand, and against Purchaser, on the other hand); (C) Seller’s responsibility for any Transfer Taxes in accordance with Section 14.9; and (D) all costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (A) through (C). (b) Purchaser shall indemnify Seller and its Affiliates and hold them harmless from all liability for (A) any and all Taxes imposed on or payable with respect to the Acquired Company or the Business, other than Excluded Taxes, (B) Purchaser’s responsibility for any Transfer Taxes in accordance with Section 14.9, (C) Taxes arising from or in connection with any breach by Purchaser of any covenant contained in this Article XIV (but only to the extent appropriate to reflect the relative fault of Purchaser, on the one hand, and Seller, on the other hand) and (D) all costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (A) through (C). (c) Any indemnity payment to be made pursuant to this Section 14.1 shall be paid no later than the latest of (i) all Taxes ten (10) days after the indemnified party makes written demand upon the indemnifying party, (ii) five (5) days prior to the date on which the underlying amount is required to be paid by the indemnified party, and (iii) five (5) days after any dispute about the liability for or amount of such indemnity payment is resolved. (d) The indemnification provisions in this Section 14.1 shall survive the Closing until 90 days after the expiration of the Radiancy Group applicable statute of limitations for the Tax giving rise to the claim for indemnification. (e) The Closing Statement of Net Assets is to reflect (i) prepaid Property Taxes as an asset and (ii) accrued Property Taxes as a liability. The parties agree that all Property Taxes imposed on or with respect to the Purchased Assets or the Acquired Company will be pro-rated as of the Closing Date and that, notwithstanding any other provision of this Agreement, the economic burden of any such Property Tax will be borne by Seller for all Pre-Closing Tax Periods (including the portion of a Straddle Period through the Closing Date) and by Purchaser for all Post-Closing Tax Periods (including the portion of a Straddle Period after the Closing Date) . Accordingly, notwithstanding any other than Taxes attributable provision of this Agreement, (i) if Seller or any of its Affiliates pays (either before or after Closing) any such Property Tax with respect to extraordinary transactions undertaken a Post-Closing Tax Period, Purchaser will reimburse Seller upon demand for the amount of such Property Tax to the extent it is not reflected as an asset on the Closing Date at the direction Statement of DSKX), Net Assets; and (ii) all Taxes of Radiancy Group if Purchaser or any of its Affiliates thereof pays (other than the Radiancy Group), including after Closing) any liability for Taxes allocable such Property Tax with respect to or arising out of the Business or ownership of the Business Assets for any a Pre-Closing Tax Period and including all Taxes incurred by Period, Seller will reimburse Purchaser upon demand for the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates amount of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only such Property Tax to the extent that such Taxes are in excess of the amount, if any, taken into account it is not reflected as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount Statement of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementNet Assets.

Tax Indemnification. PHMD 6.2.1 The Sellers undertake that they will pay to Intersect an amount equal to the sum of (a) any Pre-Effective Date Taxes imposed on the Group Companies; and (b) any Tax arising in connection with the termination of the ESOP to the extent paid or payable after the Effective Date by the Group Companies (any Tax to be indemnified under this Section 6.2 the "Indemnifiable Tax"). 6.2.2 The indemnity contained in paragraph 6.2.1 shall indemnify not encompass any Indemnifiable Tax to the DSKX Indemnified Persons extent that: (a) the aggregate amount of Indemnifiable Taxes paid or payable by the Group Companies after the Effective Date is less than the aggregate amount of provisions and hold them harmless reserves in respect of Taxes in the Effective Date Financial Statements provided that such provisions and reserves were considered in the calculation of the Purchase Price; (b) the Indemnifiable Tax arises in connection with the termination of the ESOP and was considered in the calculation of the Purchase Price; (c) the Indemnifiable Tax has been paid (including by way of a Tax pre-payment (Steuervorauszahlung) and/or set-off (Auf-/Verrechnung)) or discharged on or before the Effective Date; (d) the Indemnifiable Tax has been recovered or is recoverable by a claim for repayment, reimbursement or indemnification against a party (e.g. an insurer) other than a Group Company; (e) the Indemnifiable Tax results from income that could be offset against a Tax loss-carry back or loss carry forward actually available (or that would actually have been available but were forfeited due to a measure taken by the Purchaser or a Group Company after the Effective Date) at the level of the relevant Group Company and against generated in periods or portions thereof ending on or before the Effective Date; (f) the Indemnifiable Tax has arisen by reason of a change in legislation or regulations, made after the Effective Date (whether relating to Tax or otherwise) or any amendment to; (g) the Indemnifiable Tax is caused by a retroactive reorganization of the Group Companies or the Intersect or any of its subsidiaries of whatsoever kind (i.e. transformation, merger and spin-offs under the laws of the countries having jurisdiction over the Group Companies as well as disposals of shares or contributions of assets) after the Effective Date which takes effect on Pre- Effective Date Period; (h) the Indemnifiable Tax or its underlying circumstances have caused a Tax Benefit of the Group Companies; the Tax Benefit shall be calculated for a period of five (5) years starting after the Effective Date and discounted at a rate of 2.00%; (i) all Taxes Intersect has recovered any amount under this Agreement in respect of the Radiancy same loss, damage, deficiency or Indemnifiable Tax; (j) the Indemnifiable Tax is directly or indirectly caused or triggered by any change in the accounting and Taxation principles or practices of the Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on Companies after the Closing Date at unless required under mandatory law; or (k) the direction Indemnifiable Tax is caused or increased by Intersect or any Affiliate of DSKXIntersect due to a breach of any of the Intersect’s obligations under this Agreement, including but not limited to any Indemnifiable Tax caused by a non-compliance of Intersect or, after the Closing Date of a Group Company, with the procedures set forth in Section 6.4 (without prejudice with regard to any rights of the Sellers arising out of such breach) or result from, or are increased by, a failure of Intersect or, after the Closing Date, of a Group Company, to mitigate damages pursuant to section 254 German Civil Code (BGB). 6.2.3 Any payment under this Section 6.2 shall only be settled by set off pursuant to Section 1.10 or against the Claim Notice Escrow Account pursuant to Section 1.16; for the avoidance of doubt, the Sellers are not obliged to make any payments under this Section 6.2 if a set off pursuant to Section 1.10 or against the Claim Notice Escrow Account pursuant to Section 1.16 is not possible. The set off shall become effective on the day on which the Sellers receive a written set off declaration (Aufrechnungserklärung) which includes (i) information about the payment obligation and the corresponding payment date and all circumstances giving rise to the payment obligation pursuant and in accordance with this Agreement and (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out a copy of the Business or ownership relevant Tax assessment notice (Steuerbescheid) of the Business Assets for any Pre-Closing competent Tax Period Authority (or a copy thereof) and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates a detailed calculation of the Business Assets under this Agreement); and (iii) all Indemnifiable Tax. 6.2.4 If an Indemnifiable Tax case is not finally assessed but Taxes that are the responsibility of Company set-off pursuant to Section 5.6(b6.2.3, any indemnification pursuant to Section 6.2.3 shall be considered as an advanced payment to Intersect. If subsequently the Tax for which the advanced payment has been made is reduced again by way of Tax assessment or otherwise lowered, the difference between the higher advanced payment and the lower Tax liability shall be paid by the Purchaser to the Sellers including all interest related thereto (including any security payments (Sicherheitsleistung) disbursed by the Sellers) (a) if the respective Tax is reduced by a Tax assessment within the Payment Period, on the date – immediately following the relevant Tax assessment – on which the next the Purchase Price instalment is due and payable, i.e. the Second Instalment Date, the Third Instalment Date or the Fourth Instalment Date, as the case may be; (b) if the respective Tax was initially set off against the Claim Notice Escrow Account pursuant to Section 1.16 and is therefore reduced by a Tax assessment after the Payment Period, such difference shall be paid into, and kept in, the Claim Notice Escrow Account until the Claim Notice Escrow Account pursuant to Section 1.16.1(b) amounts to EUR 2,000,000 (this maximum amount is to be reduced by any Tax Refunds that reduced an Indemnifiable Tax pursuant to Section 6.3.2 after the Fourth Instalment Date) and beyond that amount such difference shall be paid by the Purchaser to the Sellers including all interest related thereto (including any security payments (Sicherheitsleistung) disbursed by the Sellers) without undue delay (unverzüglich); provided, however, that and (c) without undue delay (unverzüglich) in all other cases (e.g. if the case of clauses (irelevant Tax was initially set off pursuant to Section 1.10 and is reduced by a Tax assessment after the Payment Period), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) From and after the Closing, the Sellers shall indemnify the DSKX Indemnified Persons indemnify, save and hold them harmless Purchaser from and against (i) all Liability for Income Taxes of the Radiancy Group Company (other than Excluded Taxes) for all Pre-Closing Tax Periods; (ii) all Liability for Income Taxes arising out of the operation of the Transferred Facilities for all Pre-Closing Tax Periods; (iii) any and all Losses arising out of, resulting from or incident to any breach by any of the Sellers of any covenant contained in Article VII; and (iv) the Sellers’ share of prorated Real Property Taxes and other Non-Income Taxes as set forth in Section 2.06. Notwithstanding anything to the contrary in this Agreement, none of the Sellers shall be liable for or pay for any Taxes (collectively, “Excluded Taxes”) that are imposed on the Company on the Closing Date as a result of actions taken or elections made by Purchaser (or the Company at the request of Purchaser) after the effective time of Closing on the Closing Date. (b) From and after the Closing, Purchaser shall indemnify, save and hold harmless the Seller Indemnified Parties from and against (i) all Excluded Taxes; (ii) all Liability for Taxes of the Company for any Post-Closing Tax Period; (iii) any and all Losses arising out of, resulting from or incident to the breach by Purchaser of any covenant contained in Article VII; (iv) Purchaser’s share of prorated Real Property Taxes and other Non-Income Taxes as set forth in Section 2.06. (c) In the case of any Straddle Period: (i) except as otherwise set forth in Section 2.06, Real Property Taxes and other Non-Income Taxes of the Company for a Pre-Closing Tax Period shall be equal to the amount of such Real Property Taxes and other Non-Income Taxes applicable to the Transferred Facilities 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 total number of days in the Straddle Period; and (ii) Income Taxes of the Company (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (iiExcluded Taxes) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all shall be computed as if such Tax Period ended as of the close of business on the Closing Date. (d) If a claim shall be made by any Governmental Authority with respect to Taxes, which, if successful, might result in an indemnity payment to a party pursuant to this Section 9.08 (a “Tax Claim”), the notice provisions set forth in Section 9.05 shall apply. (e) With respect to any Tax Claim relating to Income Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due Real Property Taxes for a Tax Period ending on or prior to the conveyance by PHMD Closing Date, the Sellers shall, upon written notification to Purchaser, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) at its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)own expense; provided, however, that Purchaser may participate in proceedings and decisions to the case extent they involve Excluded Taxes. The Sellers and Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating to Income Taxes or Real Property Taxes of clauses the Company for a Straddle Period. Purchaser shall control at its own expense all proceedings with respect to any other Tax Claim relating to a Tax Period beginning before the Closing Date and all Tax Claims relating to 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 which it is entitled to control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding. (f) The Sellers’ indemnity obligation in respect of Income Taxes for a Pre-Closing Income Tax Period shall initially be effected by their payment to Purchaser of the excess of: (i), ) any such Income Taxes (other than Excluded Taxes) for a Pre-Closing Tax Period (as may be evidenced by any Tax Return prepared in accordance with Section 7.01 or as otherwise indicated in a written notice prepared by Purchaser) over (ii) and (iii) above, PHMD shall be liable only the amount of such Income Taxes paid by any Bally Entity at any time plus the amount of such Income Taxes paid by the Company on or prior to the extent that Closing Date. The Sellers shall pay such excess to the relevant Governmental Authority or, at the Sellers’ option, to Purchaser within ten days after written demand is made by Purchaser (but not earlier than five days before the date on which Income Taxes for the relevant Tax Period are in excess of required to be paid to the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing relevant Governmental Authority). If the amount of any indemnity payment such Income Taxes paid by any Bally Entity at any time plus the amount of (x) any tax benefit to such Income Taxes paid by the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) Company on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect Closing Date exceeds the amount of such claim Income Taxes for the Pre-Closing Tax Period, Purchaser shall survive beyond pay to the Sellers the amount of such excess within ten days after the Tax Return with respect to the final Liability for such Income Taxes is required to be filed with the relevant Governmental Authority. In the case of an Income Tax that is contested in accordance with the provisions of Section 9.08(e), payment of the Income Tax to the appropriate Governmental Authority shall not be considered to be due or required to be paid earlier than the date until a final determination to such claim for indemnification has been satisfied effect is made by the appropriate Governmental Authority or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementcourt.

Tax Indemnification. PHMD (i) Notwithstanding anything in this Agreement to the contrary, Seller shall indemnify the DSKX Indemnified Persons Buyer and hold them it harmless from and against (iA) any liability for Taxes (other than Buyer's share of Transfer Taxes pursuant to Section 6.9(c)(iv)) with respect to the Acquired Assets, Taxes of the Transferred Subsidiaries and any Taxes of Seller imposed with respect to the Transferred Entities, in each case for all Pre-Closing Tax Periods, (B) all Tax liability resulting by reason of the several liability of the Transferred Subsidiaries pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of foreign state or local law or by reason of the Transferred Subsidiaries ever having been a member of any consolidated, combined or unitary group on or prior to the Closing Date, (C) all Taxes payable as a result of a breach of any representation or warranty contained in Section 4.10 and (D) any liability for its share of Transfer Taxes pursuant to Section 6.9(c)(iv). (ii) The Acquirors shall indemnify Seller and hold it harmless from and against (A) any liability for Taxes with respect to the Acquired Assets, the Transferred Entities and the Transferred Subsidiaries for all Post-Closing Tax Periods, (B) any liability for its share of Transfer Taxes pursuant to Section 6.9(c)(iv) and (C) any liability for Taxes directly attributable to a breach by Buyer of its obligations under the Agreement. (iii) In the case of a Straddle Period, Buyer and Seller shall, to the extent permitted by applicable law, elect with the relevant taxing authority to treat such taxable period for all purposes as a short taxable period ending as of the Radiancy Group close of the Closing Date. In any case where applicable law does not permit such an election to be made, Taxes of the Business for the Straddle Period shall be allocated to the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on using an interim closing-of-the-books method assuming that such taxable period ended at the close of the Closing Date at Date, except that (A) exemptions, allowances or deductions that are calculated on an annual basis (such as the direction deduction for depreciation) shall be apportioned on a per-diem basis and (B) real property, personal property, intangibles and other similar ad valorem taxes shall be allocated in accordance with the principles of DSKX), (iiSection 164(d) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for Code. (iv) The parties hereto agree that, notwithstanding any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due provision to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that contrary herein or in the case Ancillary Agreements, Seller shall bear all Transfer Taxes up to $5,000,000 in the aggregate and all Transfer Taxes in excess of clauses (i), (ii) and (iii) above, PHMD $5,000,000 shall be liable only borne 50% by Buyer and 50% by Seller. Notwithstanding the foregoing, if and to the extent that the Transfer Taxes actually incurred exceed the Transfer Taxes that would have been incurred if the Assets were sold to Buyer entirely for cash, Seller shall bear the amount of such excess Transfer Taxes. Seller shall prepare and timely file all Tax Returns relating to such Taxes except for such returns that are legally required to be filed by Buyer, in excess of which case Buyer will prepare and file such returns. (v) Notwithstanding anything in this Agreement to the amountcontrary, if any, taken into account as a Seller shall have no liability in determining the Working Capital on the Closing Date as finally determined under this Agreement in respect of Taxes of the Business which are attributable to any action of the Transferred Subsidiaries and by reducing Transferred Entities, the Acquirors or any of their respective affiliates with respect to any Straddle Period that occurs after the Closing. (vi) The parties hereto agree that any payments made pursuant to the indemnification provisions in this Section 6.9 or in Article IX are intended to be deemed to be an adjustment to the Cash Purchase Price and shall take no position to the contrary for any Tax purpose; provided however, that to the extent that any taxing authority successfully characterizes, in a Final Determination, that any indemnification payments shall be deemed to be income to the party receiving such payments, then the party making such payments shall pay an additional amount to the party receiving such payments to cover appropriate Taxes thereon, and provided, further, that Seller in no event be liable to indemnify or reimburse for any adjustment to the basis of any indemnity payment by the amount asset as a result of (x) any tax benefit an adjustment to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate Cash Purchase Price under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement6.9.

Tax Indemnification. PHMD shall (a) From and after the Closing Date, Sellers agree to jointly and severally indemnify the DSKX Indemnified Buyer, each Acquired Company and their respective Related Persons against and hold them harmless from (x) all Taxes on or with respect to the Acquired Companies with respect to any taxable period or portion thereof that ends on or before the Closing Date, in either case including, but not limited to, Taxes, if any, imposed on the Acquired Companies with respect to any such taxable period or portion thereof as a result of the Section 338(h)(10) Elections and against any Taxes imposed on the Acquired Companies with respect to any such taxable period or portion thereof attributable to the Contemplated Transactions (other than (i) Taxes to the extent taken into account in calculating the Final Determination, and (ii) those Taxes subject to Section 12.6 or the portion of Taxes allocated to Buyer pursuant to Section 12.2(d)) and (y) all Damages arising out of any Breach of any representation, warranty or covenant in Section 3.11 or this Section 12. For purposes of this Section 12.2(a), Taxes imposed as a result of the Section 338(h)(10) Elections shall include Income Taxes and Taxes of a similar nature imposed on gain recognized by virtue of the Radiancy Group Section 338(h)(10) Elections, but shall not include Taxes incurred in subsequent periods. (b) On and after the Closing Date, Buyer shall indemnify Sellers for that portion of any increase in Seller's Income Tax liability resulting from an increased allocation of the purchase price to pre-publication costs of the Acquired Companies which results in the recognition by Sellers of more ordinary income and less capital gain than would be the case in the absence of such reallocation and any such increase in Income Tax liability shall be determined taking into account, among other things, both the increased ordinary income and decreased capital gain; PROVIDED, HOWEVER, such indemnity shall be limited to the increase in Sellers' Income Tax liability which is attributable to the amount of purchase price allocated to such pre-publication costs in excess of $7.0 million. Any indemnification payment pursuant to the preceding sentence of this Section 12.2(b) shall be increased by an amount equal to the increase in Income Tax incurred by Sellers as a result of any payment pursuant to this Section 12.2(b) (including under this sentence). (c) Payment by the indemnifying party of any amount due under this Section 12 shall be made within three (3) days following written notice by the indemnified party that payment of such amounts to the appropriate Governmental Body or other Person is due, but in no case shall such payment be paid more than five (5) business days prior to the date such amount is due to such Governmental Body or other Person. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken period ending on the Closing Date at the direction of DSKX), shall be (iii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i)any Tax other than a Tax based upon or measured by income, (ii) and (iii) abovethe amount of such Tax for the entire period multiplied by a fraction, PHMD shall be liable only to the extent that such Taxes are numerator of which is the number of days in excess of the amount, if any, taken into account as a liability in determining the Working Capital period ending on the Closing Date as finally determined under this Agreement and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by reducing income, the amount which would be payable if the taxable year ended upon the Closing Date, unless another method is prescribed by applicable Tax law. In the case of any indemnity payment Tax based upon or measured by the capital (including net worth or long-term debt) or intangibles, any amount of (x) any tax benefit thereof required to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate be allocated under this Section 7.2 12.2(d) shall survive until sixty (60) days following the expiration of the statute of limitations applicable be computed by reference to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect level of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementitems on the Closing Date.

Tax Indemnification. PHMD (a) From and after the Closing and subject to the applicable limitations contained in Article XI and this Article XII, the Parent Indemnified Parties shall indemnify be indemnified and held harmless solely out of the DSKX Escrow, to the fullest extent permitted by applicable Law, from, against and in respect of any Damages to the extent actually incurred by the Parent Indemnified Persons Parties and hold them harmless from and against arising out of or as a result of any of the following: (i) all Taxes of the Radiancy Group Company or its Subsidiaries for periods or portions thereof ending on or before the Closing Date (“Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKXTaxes”), ; (ii) all Taxes imposed on a Parent Indemnified Party as a result of Radiancy Group any breach of, or inaccuracy in, any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to representation or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and warranty set forth in Section 4.6; (iii) all Taxes that are or other payments required to be paid after the responsibility date hereof by the Company or any of its Subsidiaries to any party under any Tax Sharing Agreement or by reason of being a successor-in-interest or transferee of another entity; or (iv) any breach of or failure to perform a covenant or agreement of the Company set forth in Section 6.5 or 6.10. (b) For the avoidance of doubt, pursuant to Section 5.6(b); provided, however, that in the case of clauses (i11.2(e), (iithe Former Company Securityholders’ obligation to indemnify for Taxes pursuant to Sections 12.1(a)(i) and (iiithrough 12.1(a)(iii) above, PHMD shall be liable only to the extent not require a duplicate payment of Tax amounts that such Taxes are in excess of the amount, if any, have already been taken into account as a liability current liabilities in the determination of Net Working Capital. Furthermore, notwithstanding anything to the contrary in this Agreement, for purposes of determining Damages actually incurred by the Working Capital on Parent Indemnified Parties pursuant to this Article XII, the Closing Date as finally determined under this Agreement and by reducing the amount loss of any indemnity payment Tax asset or Tax attribute (or for the avoidance of doubt, any increased Tax Liability incurred by the amount Parent as a result of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim Tax assets or Tax attributes) shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall not be without duplication with amounts otherwise payable under this Agreementtreated as Damages.

Tax Indemnification. PHMD shall indemnify (a) Subject to the DSKX Indemnified Persons limitations set forth in Sections 5.11(b) and (c) below, each of the BBS Stockholders jointly and severally agrees to indemnify, defend and hold them harmless from each of Acquisition and Office Solutions, and their respective officers, directors and employees, on an after-tax basis, against and in respect of any tax liability (including interest and penalties) incurred by BBS or Acquisition, as successor to BBS, as a result of the Merger Transaction being treated as a reorganization under any provision of Section 368(a) of the Code (other than Sections 368(a)(1)(A) and (a)(2)(D) of the Code). Such payment shall be made on an after-tax basis after taking into account (i) all Taxes any NOLs that carry over to Acquisition in the Merger Transaction under Section 381 of the Radiancy Group for Code that reduce the Pre-Closing Tax Period tax liability described in section 5.11(a), and (ii) any taxes imposed on Office Solutions or Acquisition as a result of the receipt of the indemnification payment described in Section 5.11(a). (b) Neither Office Solutions nor Acquisition shall be entitled to indemnification under section 5.11(a) above unless the aggregate amount that would be payable thereunder exceeds $30,000.00. In the event that, as a result of the recharacterization of the Merger Transaction, Office Solutions or Acquisition receives an indemnification payment, and later receives a reduction in tax liability resulting from an increase in tax basis in its assets that would not have been realized had the Merger Transaction not been recharacterized as a reorganization other than a reorganization described in Sections 368(a)(1)(A) and (a)(2)(D) of the Code, Office Solutions or Acquisition, as the case may be, shall promptly pay the amount of such tax reduction to the BBS Stockholders. The indemnification set forth Section 5.11(a) shall not cover any claims, losses, costs, expenses, damages, penalties or other liabilities that may accrue to BBS or Acquisition, as successor to BBS, as a result of any actions taken by BBS or Acquisition after the date hereof (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out consummation of the Business or ownership Merger). (c) Once the aggregate amount of tax liability described in Section 5.11(a) above exceeds $30,000.00, the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by party entitled to indemnification hereunder shall be entitled to obtain indemnification from the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates first dollar of the Business Assets under this Agreement); and (iii) all Taxes such liability that are the responsibility of Company pursuant to Section 5.6(b); providedexceeds $30,000.00, provided however, that the maximum liability to the BBS Stockholders for indemnification pursuant to this Section 5.11 when aggregated with any indemnification liability of the BBS Stockholders resulting from ARTICLE 9 hereof shall not exceed a total of $500,000. (d) JPB and PAB agree to hold Acquisition and Office Solutions harmless from any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, and reasonable attorney fees, that either JPB or PAB shall incur or suffer, which arise out of, result from or relate to taxes imposed upon either of them in the case event that the Merger Transaction fails to qualify as a tax-free reorganization. JPB and PAB acknowledge that they have sought and relied upon the advice of clauses (i), (ii) their respective tax advisors and (iii) above, PHMD shall be liable only attorneys with respect to the extent that such Taxes are in excess tax treatment of the amountMerger Acquisition and the other transactions contemplated hereby, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of that neither Acquisition nor Office Solutions makes any indemnity payment by the amount of (x) any tax benefit representation or warranty with respect to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration tax treatment of the statute of limitations applicable to Merger Transaction or the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementother transactions contemplated hereby.

Tax Indemnification. PHMD shall (a) The Protego Partners shall, severally but not jointly, indemnify the DSKX Indemnified Persons and hold them harmless from and against the Partnership Indemnitees from: (i) any and all liability for Taxes of any of the Radiancy Group for the Protego Entities (or any predecessors) with respect to all Pre-Closing Tax Period (other than Taxes attributable Periods and with respect to extraordinary transactions undertaken any Straddle Period, for the portion thereof ending on the Closing Date at Date; (ii) any loss, liability, claim, damage or expense attributable to any breach of (A) any representation or warranty contained in Section 3.1.7 (relating to Taxes) or (B) any covenant set forth in Section 4.1.1(k); (iii) all liability for Taxes of any of the direction Protego Entities arising (directly or indirectly) as a result of DSKXthe transactions contemplated under Section 2.1.3, other than any Taxes relating to the transformation of the applicable Protego Entities to SRLs and the elections to treat those entities for U.S. tax purposes in the manner described in Section 2.1.3(a); and (iv) all liability for reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the Partnership Indemnitees in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 7.4. Notwithstanding anything herein to the contrary, with respect to any claim under Section 7.4(a), (iix) all no indemnity obligation shall arise with respect to Taxes that are taken into account in determining net income of Radiancy Group or any Affiliates thereof (the Protego Entities for the purposes of computing the Protego Distribution Amount other than any deferred Taxes established to reflect timing differences between book and tax basis in assets and liabilities, (y) the Radiancy GroupProtego Partners, collectively, shall not be liable for any Losses unless and until the total of all Losses with respect thereto exceeds One Hundred Thousand Dollars ($100,000) (the “Tax Indemnity Basket”), including at which time the Partnership Indemnitees will be entitled to indemnification for Losses exceeding the Tax Indemnity Basket, and (z) each of the Protego Partners shall only be liable under this Agreement, and the Partnership shall only have the right to seek indemnification under this Agreement from any Protego Partner, to the extent of such Protego Partner’s pro rata share of such indemnification obligation which is specified in Annex F. (b) The Evercore Partners shall, severally but not jointly, indemnify and hold harmless the Partnership Indemnitees from: (i) any and all liability for Taxes allocable to or arising out of any of the Business Evercore Entities (or ownership of the Business Assets for any predecessors) with respect to all Pre-Closing Tax Period Periods and including all Taxes incurred by with respect to any Straddle Period, for the Radiancy Group portion thereof ending on the Closing Date; (ii) any loss, liability, claim, damage or expense attributable to any Affiliates thereof breach of (other than the Radiancy GroupA) due any representation or warranty contained in Section 3.2.7 (relating to the conveyance by PHMD and its Affiliates of the Business Assets under this AgreementTaxes) or (B) any covenant set forth in Section 4.2.1(k); and ; (iii) all liability for Taxes that are of any of the responsibility Evercore Entities arising (directly or indirectly) as a result of Company pursuant the transactions contemplated by 2.1.2; and (iv) all liability for reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the Partnership Indemnitees in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 5.6(b); provided7.4. Notwithstanding anything herein to the contrary, however, that in the case of clauses (iwith respect to any claim for Losses under Section 7.4(b), (iix) and (iii) abovethe Evercore Partners, PHMD collectively, shall not be liable only for any Losses unless and until the total of all Losses with respect thereto exceeds the Tax Indemnity Basket, at which time the Partnership Indemnitees will be entitled to indemnification for Losses exceeding the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss Tax Indemnity Basket and (y) each of the Evercore Partners shall only be liable under this Agreement, and the Partnership shall only have the right to seek indemnification under this Agreement from any offsetting and recoverable Taxes Evercore Partner, to the extent of such Evercore Partner’s pro rata share of such indemnification obligation which is specified in other jurisdictions. PHMD’s obligation Annex G. (c) Notwithstanding any provision in this Agreement to the contrary, the obligations of a party to indemnify and hold harmless Surviving Corporation another party pursuant to Sections 7.4 and each Surviving Corporation Affiliate under this Section 7.2 7.5 shall survive until sixty (60) days terminate at the close of business on the 90th day following the expiration of the applicable statute of limitations applicable with respect to the underlying Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof). (d) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the subject statute Straddle Period ending on the Closing Date shall be deemed to be: (i) in the case of limitationsTaxes imposed on a periodic basis (including, real or personal property Taxes); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect amount of such claim 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 clause (i) above (including franchise Taxes, Taxes that are based upon or related to income or receipts, and Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (whether real or personal or tangible or intangible)), the amount of any such Taxes shall survive beyond be determined as if such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under taxable period ended as of the close of business on the Closing Date. (e) Notwithstanding anything herein to the contrary, all indemnity payments to be made pursuant to this Section 7.2 7.4 shall be without duplication made in accordance with amounts otherwise payable under this AgreementSection 6.7(a) and (b).

Tax Indemnification. PHMD If the Closing occurs, Parent, the Surviving Corporation and the Operating Company (the “Tax Indemnified Parties”) shall indemnify be entitled to be indemnified, initially from the DSKX Indemnity Escrow Fund, against any and all Losses (“Indemnified Persons and hold them harmless Tax Losses”) attributable to, arising from and against or related to (i) all Taxes (or the nonpayment thereof) of the Radiancy Group Company and the Operating Company for all Tax periods ending on or before the Closing Date and the portion through the end of the Closing Date of any Tax period that includes (but does not end on) the Closing Date (each such Tax period or portion thereof hereinafter is referred to as a “Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKXPeriod”), and (ii) all Taxes of Radiancy Group any breach of, or any Affiliates thereof (other than inaccuracy in, the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)Representations; provided, however, that in the case of clauses clause (i), (ii) and (iii) above, PHMD the Tax Indemnified Parties shall be liable entitled to indemnification only to the extent that such Taxes are in excess of the Indemnified Tax Losses exceed the amount, if any, reserved for such Taxes on the face of the Conclusive Statement and taken into account as a liability in determining Adjusted Net Working Capital. In the Working Capital on event that the Closing Date as finally determined under Indemnity Escrow Fund is insufficient to pay a Parent Indemnified Party any amounts owed to such Parent Indemnified Party pursuant to this Agreement Section 9.5(a), each Company Holder shall, severally and by reducing the amount not jointly, up to such Company Holder’s Allocable Proceeds and subject to any applicable limitations of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to this Article IX, indemnify and hold such Parent Indemnified Party harmless Surviving Corporation from and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following against the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect portion of such claim shall survive beyond such date until such claim for indemnification has been Loss not satisfied from the Indemnity Escrow Fund or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementthrough Parent’s exercise of its set-off rights.

Tax Indemnification. PHMD (a) From and after the Closing, UCB shall indemnify the DSKX Indemnified Persons and hold them harmless the Purchaser Indemnitees from and against (i) all liability for Taxes of or in respect of the Radiancy Group Transferred Subsidiary or KI for the Pre-Closing Tax Period (other than Taxes attributable Period, together with any interest, penalty or additions to extraordinary transactions undertaken on Tax accruing after the Closing Date at the direction of DSKX)on such Taxes, (ii) all liability of the Transferred Subsidiary or KI for Taxes arising as a result of Treasury Regulation § 1.1502-6 or any similar provision of state, local or foreign law, (iii) all liability of the Transferred Subsidiary or KI for Taxes that are imposed by reason of the Transferred Subsidiary or KI having liability for Taxes of Radiancy Group another person arising under principles of transferee or successor liability or by contract as a result of activities or transactions taking place prior to the Closing, (iv) all liability for Taxes of the Purchaser, the Transferred Subsidiary, KI, any of their affiliates or their respective subsidiaries (or any Affiliates thereof successors thereto) for any inaccuracy in or breach of any Tax representation, warranty, covenant or agreement made by the Seller Parties in this Agreement, (other than v) all liability for Taxes of or in respect of the Radiancy GroupTransferred Subsidiary as a result of UCB’s excluding the Transferred Subsidiary from any unitary Tax Returns pursuant to the proviso in Section 10.02(a) (the “Section 10.02(a) Proviso”), and (vi) all liability for reasonable legal fees and expenses attributable to any item in clause (i) through (v) above. (i) From and after the Closing, Purchaser shall indemnify and hold harmless the Seller Indemnitees from and against all liability for Taxes of the Transferred Subsidiary or KI for any Post-Closing Tax Period (including reasonable legal fees and expenses) to the extent UCB is not required to pay indemnification therefor under Section 10.03(a) and (ii) Purchaser shall pay to UCB Holdings, Inc., upon UCB Holdings, Inc.’s making a claim therefor as provided herein, 50% of the excess, if any, of the income taxes for which UCB Holdings, Inc., UMI or the Transferred Subsidiary are liable as a result of any valid Elections made with respect to the sale of the Transferred Share contemplated by this Agreement over the income taxes for which UCB Holdings, Inc., UMI or the Transferred Subsidiary would have been liable with respect to the sale of the Transferred Share contemplated by this Agreement had no such Elections been made, provided that Purchaser shall not be required to pay any amount in respect of any increase in the liability for Taxes as a result of UCB’s excluding the Transferred Subsidiary from any unitary Tax Returns pursuant to the Section 10.02(a) Proviso, and provided, further, that the maximum amount for which Purchaser shall be liable under this Section 10.03(b)(ii) shall not exceed $35 million in the aggregate. In connection with any claim by UCB Holdings, Inc. under Section 10.03(b)(ii), UCB Holdings, Inc. shall provide Purchaser with reasonably detailed documentary evidence and computations supporting any such claim. The parties shall negotiate in good faith to resolve any dispute concerning any such claim, and Purchaser shall make the payment required under Section 10.03(b)(ii) promptly following the furnishing of such supporting information or promptly following resolution of any such dispute, as the case may be. (c) For purposes of this Section 10.03, any liability for Taxes allocable attributable to or arising out a Straddle Period shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date (a) in the case of real and personal property Taxes, by apportioning such Taxes on a per diem basis and (b) in the case of all other Taxes, on the basis of a closing of the Business books as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis. For the avoidance of doubt, for purposes of this Section 10.03, in the case of any Income Taxes attributable to the ownership of an entity that is taxed as a partnership or of any other entity that is treated as a “flow-through” entity for Tax purposes, the Business Assets for any portion of such Income Taxes that relates to the Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only deemed to be the extent amount that would be payable if the relevant Tax period of such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital “flow-through” entity ended on the Closing Date as finally determined under Date. (d) Notwithstanding any other provision of this Agreement and by reducing for the amount avoidance of any indemnity payment by doubt, the amount of (x) any tax benefit limitations in Section 9.04 shall not apply to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement10.03.

Tax Indemnification. PHMD shall indemnify (a) From and after the DSKX Indemnified Persons Closing, each Stockholder hereby indemnifies Parent and Merger Sub and their respective officers, directors, agents, employees, successors and assigns (collectively, the “Parent Tax Indemnitees”) against and agrees to hold them each Parent Tax Indemnitee harmless from any Covered Tax and against any liabilities, costs, expenses (including, reasonable out-of-pocket expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Covered Tax (together, a “Tax Loss”). Notwithstanding the provisions of this Section 7.5, (i) all Taxes in no event shall the amount to be paid by the MDP Stockholder to the Parent Tax Indemnitees in respect of a claim for indemnification pursuant to this Section 7.5 exceed the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction MDP Stockholder’s Pro Rata Portion of DSKX)such claim, and (ii) all Taxes in no event shall the aggregate amount to be paid by the Other Stockholders to the Parent Tax Indemnitees in respect of Radiancy Group a claim for indemnification pursuant to this Section 7.5 exceed the Other Stockholders’ aggregate Pro Rata Portion of such claim. The obligations of the Stockholders under this Section 7.5 shall survive until the Second Anniversary Date, after which time no claim for indemnification not theretofore asserted may be brought in respect of any Tax Loss. (b) If the Company or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable of its subsidiaries is required by Applicable Law to or arising out of the Business or ownership of the Business Assets for any Pre-Closing pay an amount to a Taxing Authority that would constitute a Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due Loss in connection with but prior to the conveyance by PHMD and its Affiliates resolution of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to a suit, action or proceeding described in Section 5.6(b); provided7.6, however, that in the case of clauses (i), ) the MDP Stockholder shall pay its Pro Rata Portion of such amount and (ii) and the Stockholder Representative shall cause the Indemnity Escrow Agent to release the Other Stockholders’ aggregate Pro Rata Portion of such amount, in each case, to Parent within ten (iii10) abovedays of receipt of notice of the payment by Parent. In the event that Parent receives a partial or total refund of any such payment, PHMD Parent shall be liable only transfer the appropriate amounts to the extent that such Taxes are in excess Stockholder Representative and to the MDP Stockholder within ten (10) days of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount receipt. (c) Any claim of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate Parent Tax Indemnitee under this Section 7.2 shall survive until sixty 7.5 may be made and enforced by Parent on behalf of such Parent Tax Indemnitee. (60d) days following the expiration of the statute of limitations applicable Any payment to the underlying Parent Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons Indemnitees in respect of such claim shall survive beyond such date until such any claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable properly asserted by the Parent Tax Indemnitees under this Section 7.2 7.5 shall be without duplication with amounts otherwise payable under this Agreementpaid in the manner provided in Section 9.6.

Tax Indemnification. PHMD Seller shall indemnify the DSKX Indemnified Persons Acquired Companies, Buyer, and each Buyer Affiliate and hold them harmless from and against (i) all Taxes of the Radiancy Group Acquired Companies for the Covered Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Period, (ii) any and all Income Taxes of Radiancy the Consolidated Return Group for the Covered Pre-Closing Tax Period, including those imposed on the Company pursuant to Treasury Regulation §1.1502-6 or any Affiliates thereof analogous or similar state, local, or non-U.S. law or regulation, and (iii) any and all Income Taxes of any Person (other than the Radiancy Group)Acquired Companies) imposed on the Acquired Companies as a transferee or successor, including any liability for or by contract, which Taxes allocable relate to an event or arising out of transaction occurring during the Business or ownership of the Business Assets for any Covered Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)Period; provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD Seller shall be liable only to the extent that such Taxes are in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Balance Sheet and taken into account as a liability in determining the Post-Closing Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of Adjustment. Seller shall reimburse Buyer for Taxes described in clauses (xi), (ii) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (yiii) any offsetting and recoverable Taxes in other jurisdictionsabove that are due under Tax Returns for Straddle Periods that are required to be prepared by Buyer, within fifteen (15) business days after the filing of the applicable Tax Return. PHMD’s Seller's obligation to indemnify and hold harmless Surviving Corporation the Acquired Companies, Buyer and each Surviving Corporation Buyer Affiliate under this Section 7.2 6.1 shall survive until sixty the eighteen (6018) days following the expiration month anniversary of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations)Closing Date; provided, however, that if notice of a claim shall have been timely given to PHMD Seller under Section 6.2 7.8 or Section 7.1(b) 7.9 on or prior to such survival termination date, PHMD’s Seller's obligation to indemnify and hold harmless the DSKX Indemnified Persons Acquired Companies, Buyer and each Buyer Affiliate in respect of such claim shall survive beyond such date eighteen (18) month period until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) From and after the Closing, P&G shall indemnify the DSKX Indemnified Persons and hold them harmless Purchaser and its Affiliates (including the Transferred Subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and representatives, successors and assignees (the “Purchaser Indemnitees”) from and against (x) (i) all Liability for Taxes of the Radiancy Group Transferred Subsidiaries for any Pre-Closing Tax Period (including, for the avoidance of doubt, any Taxes arising in a Post-Closing Tax Period that are attributable to taxable income for which a Transferred Subsidiary recognized a permanent economic benefit (such as, the receipt of cash or the equivalent thereof) without Tax liability in a Pre-Closing Tax Period), (ii) all Liability of the Transferred Subsidiaries for Taxes of P&G or its Affiliates (other than another Transferred Subsidiary) as a result of the application of Treasury Regulation § 1.1502-6 or any similar provision of state, local or foreign law with respect to any Pre-Closing Tax Period, (iii) all Liability for Section 338(h)(10) Taxes, (iv) all Liability of Purchaser or the Transferred Subsidiaries (or any successors thereto) for breach by P&G of any provision in Section 3.19 or Section 5.14, (v) all Liability for Taxes of P&G or its Affiliates (other than the Transferred Subsidiaries), other than Taxes described in Section 9.01(b), and (vi) all Liability for Transfer Taxes for which P&G is liable pursuant to Section 5.14(l) (provided, however, that P&G shall have no liability under this Section 9.01 for the German tax claim described in Section 3.19(b) of the P&G Disclosure Letter to the extent such liability is satisfied in the manner described in Schedule 5.07(b)) (collectively, “Indemnified Taxes”) and (y) all losses, damages, liabilities, and expenses (including reasonable third-party legal fees and expenses in connection with any audit, investigation, administrative proceeding or prosecution whether involving a third party claim or other action or a claim solely between the parties hereto) related to Indemnified Taxes (together with Indemnified Taxes, “Tax Losses”). Notwithstanding the foregoing, P&G shall not indemnify and hold harmless any Purchaser Indemnitee from any Tax Losses to the extent directly attributable to a breach by Purchaser of Section 5.14(c) hereof or of any other obligation under this Agreement. The parties acknowledge and agree that this Section 9.01 shall be the exclusive provision relating to indemnification for Liabilities relating to Taxes or for any breach of the representations and warranties of P&G contained in Section 3.19 and, for the avoidance of doubt, Sections 9.05, 9.06 and 9.10 shall not apply for purposes of this Section 9.01. (b) From and after the Closing, Purchaser and the Transferred Subsidiaries, jointly and severally, shall indemnify and hold harmless P&G and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives, successors and assignees (the “P&G Indemnitees”) from and against (x)(i) all Liability for Taxes of the Transferred Subsidiaries for any Post-Closing Tax Period, (ii) all Liability for Taxes of P&G or its Affiliates (or any successors thereto) resulting from breach by Purchaser of Section 5.14(a) or Section 5.14(c) or any of its other covenants or agreements in this Agreement, and (iii) all Liability for Transfer Taxes for which Purchaser is liable pursuant to Section 5.14(l); and (y) all losses, damages, liabilities, and expenses (including reasonable third-party legal fees and expenses in connection with any audit, investigation, administrative proceeding or prosecution whether involving a third party claim or other action or a claim solely between the parties hereto) related to Taxes described in this Section 9.01(b). (c) The amount of any Taxes based on or measured by income or receipts of the Transferred Subsidiaries for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which a Transferred Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the direction amount of DSKX), (ii) all other Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability Transferred Subsidiaries for Taxes allocable a Straddle Period that relates to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the Radiancy Group or any Affiliates thereof (other than numerator of which is the Radiancy Group) due to the conveyance by PHMD and its Affiliates number of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that days in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital period ending on the Closing Date as finally determined under and the denominator of which is the number of days in such Straddle Period. (d) Notwithstanding anything in this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to contrary, the loss provisions of Section 3.19, Section 5.14 and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 9.01 shall survive until sixty (60) days following for the expiration full period of the statute all applicable statutes of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitationsthereof); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) Subject to the provisions contained in this Section 9 and the definition of Losses in Section 8.1 (a), Sellers shall indemnify the DSKX Indemnified Persons and hold them harmless from and against Purchaser in respect of (i) all Taxes of the Radiancy Group for the any Pre-Closing Effective Date Taxes (and any Losses related thereto) owed and payable (including by way of off-set) – regardless of whether arising from a breach of a Tax Period representation contained in Section 9.2 or from any other reason - by any Company (other than Taxes attributable to extraordinary transactions undertaken on or its legal successor) following the Closing Effective Date at the direction of DSKX), and (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any – other than Pre-Closing Tax Period and including all Effective Date Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company already indemnified pursuant to Section 5.6(b); provided, however, that in the case of clauses 9.6 (a) (i) – (as well as any Losses relating thereto) incurred by any Company (or its legal successor) arising from a breach of a Tax representations contained in Section 9.2 (d), (iie) or (f) (the Taxes and Losses referred to in (i) and (iiiii) above, PHMD each being referred to herein as a “Tax Loss”). (b) Sellers’ indemnification obligation under Section 9.6 (a) (i) shall be liable only to the extent that such Taxes are in excess apply regardless of whether Purchaser or its representatives knew or could have known of the amount, if any, taken into account as relevant matter. With respect to Sellers’ liability for a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount breach of any indemnity Tax representation pursuant to Section 9.6 (a) (ii), Section 8.3 shall apply. (c) Section 8.1 (d) shall apply with respect to any indemnification payment made by the amount of (x) any tax benefit Sellers pursuant to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictionsthis Section 9.6. PHMD’s Sellers shall fulfill their obligation to indemnify and hold harmless Surviving Corporation within 10 Business Days after having received the demand and each Surviving Corporation Affiliate a copy of the respective document showing the obligation to pay the respective Tax, in no event, however, earlier than five Business Days prior to the due date of the respective Tax and provided that Sellers shall be entitled to pay, at their own risk, the relevant Tax directly to the competent Taxing Authority in the name and on behalf of the respective Company. The Sellers’ indemnification obligation under this Section 7.2 9 shall survive until sixty (60) days following include all disadvantages of Purchaser and the expiration Companies that result from Sellers’ failure to fulfill their indemnification obligation in accordance with this Section 9.6. For the avoidance of the statute of limitations applicable to the underlying Tax (giving effect to any waiverdoubt, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s Sellers’ obligation to indemnify and hold harmless Purchaser and the DSKX Indemnified Persons Companies includes in respect particular, without limitation, the obligation to procure - if appropriate - adequate securities to the Taxing Authority in order to obtain suspension of such claim payment obligations (e.g. in Germany Aussetzung der Vollziehung). (d) Purchaser shall survive beyond such date until such claim for only be entitled to request any indemnification has been satisfied or otherwise resolved. Any amounts paid or payable payment under this Section 7.2 9.6 if (i) the aggregate amount of all Tax Losses which would otherwise be indemnifiable by Sellers pursuant to this Section 9.6 and has not yet been requested by Purchaser exceeds an amount of EUR 50,000 (in which case the entire amount shall be recoverable) or (ii) if the respective amount would otherwise become time-barred under Section 8.5 (c). If the amount requested by Purchaser is fully paid, the threshold of EUR 50,000 shall again be applicable for the next tranche which can be requested by Purchaser. (e) Purchaser’s indemnity claims under Section 9 shall exclusively be subject to, and limited by, the provisions of this Section 9, unless any provision of this Section 9 explicitly refers to any other provision of this Agreement or vice versa. (f) Sellers shall not be liable pursuant to this Section 9 to the extent that the Tax Loss is attributable (i.e. would not have arisen without duplication with amounts otherwise payable under this Agreementsuch structuring change) to a change of the corporate structure of the Bakelite Group (including by any transfer of a shareholding in Bakelite or any other Company) after the Closing.

Tax Indemnification. PHMD (a) From and after the Closing, each Seller, jointly and severally with the other Sellers, shall be liable for and shall indemnify the DSKX Indemnified Persons Purchaser, 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 from and against (i) all liability for Taxes of the Radiancy Group Company for the Pre-Closing Tax Period, (ii) all liability resulting from a breach of the Sellers’ representations and warranties contained in Section 3.13 hereof and (iii) all liability for reasonable legal fees and expenses for any item attributable to any item in clause (i) and (ii) above. (b) For purposes of determining the Sellers’ indemnity obligation pursuant to Section 8.1(a) hereof, 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 and its Subsidiaries for the Pre-Closing Tax Period (other than shall equal the amount of such Property Taxes attributable to extraordinary transactions undertaken on for the Closing Date at entire Straddle Period multiplied by a fraction, the direction numerator of DSKX), (ii) all Taxes which is the number of Radiancy Group or any Affiliates thereof (other than days during the Radiancy Group), including any liability for Taxes allocable to or arising out of Straddle Period that are in the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes incurred by of the Radiancy Group or any Affiliates thereof Company and its Subsidiaries (other than Property Taxes) for the Radiancy GroupPre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (c) due Unless the Sellers’ Representative, acting as agent for the Sellers notifies the Purchaser, within 20 Business Days following the Sellers’ Representative’s receipt of demand for payment that the Sellers’ Representative disputes its liability to a Purchaser Indemnitee under this Section 8.1, any indemnity payment to be made under this Section 8.1 shall be paid within 20 Business Days after the Purchaser Indemnitee makes written demand upon the Sellers’ Representative, but in no case earlier than five Business Days prior to the conveyance by PHMD date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including as estimated Tax payments). (d) This Section 8.1 shall constitute the Purchaser’s and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only each Seller’s exclusive remedy for any Loss suffered or incurred to the extent that such Taxes are in excess of the amountarising from, if anyrelating to or, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons otherwise in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementTaxes.

Tax Indemnification. PHMD (i) Notwithstanding anything in this Agreement to the contrary, Sellers shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them harmless Buyer and its affiliates, at any time after the Closing, from and against (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business Company for the PreClosing Period for which Sellers are liable pursuant to Section 5.5(b)(i). The indemnity provided for in this Section shall be independent of and in addition to any other indemnity provision of this Agreement and shall not be subject to any monetary limitations or ownership time bars. (ii) Notwithstanding anything in this Agreement to the contrary, Buyer shall indemnify, defend and hold harmless Sellers, at any time after the Closing, from and against any liability for (A) Straddle Period Taxes, and (B) any liability for taxes of the Business Assets Company for any Pre-taxable period ending after the Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and Date which is not a Straddle Period. (iii) all If a claim for Taxes that are the responsibility of Company shall be made by any taxing authority in writing, which, if successful, might result in an indemnity payment pursuant to this Section 5.6(b); provided5.5, howeverthe party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other party (the "Tax Indemni- fying 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, that and in reasonable detail to apprise the case Tax Indemnifying Party of clauses (i)the nature of the Tax Claim, (ii) and (iii) above, PHMD 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 be liable only not affect the Tax Indemnifying Party's obligation under this Section except to the extent that the Tax Indemnifying Party is prejudiced by such Taxes are failure to give prompt notice. (iv) With respect to any Tax Claim which might result in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any an indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable Buyer pursuant to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 5.5(d), Sellers shall survive until sixty (60) days following control all proceedings taken in connection with such Tax Claim and, without limiting the expiration of foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the statute of limitations Tax claimed and xxx for 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 underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations)preceding sentence without Sellers' prior written consent; provided, howeverthat, that if notice Buyer does so settle or otherwise compromise such a Tax Claim, Sellers shall not indemnify Buyer for any such Taxes. In connection with any proceeding taken in connection with such Tax Claim, (A) Sellers shall keep Buyer informed of all material developments and events relating to such Tax Claim if involving a claim material liability for Taxes and (B) Buyer shall have been timely given the right, at its sole expense, to PHMD under Section 6.2 participate in any such proceedings; provided, that, the final decision with respect to any settlement or Section 7.1(b) on or prior compromise of any such Tax Claims shall be that of Sellers. Buyer shall cooperate with Sellers in contesting such Tax Claim, which cooperation shall include, without limitation, the retention and the provision to Sellers of records and information which are reasonably relevant to such survival termination dateTax Claim, PHMD’s obligation and making employees available to indemnify and hold harmless the DSKX Indemnified Persons Sellers to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Sellers shall reimburse Buyer for reasonable out-of-pocket expenses incurred by Buyer in providing such assistance to Sellers. (v) With respect of such claim to any Tax Claim not described in Section 5.5(d)(iv) hereof which might result in an indemnity payment to Sellers pursuant hereto, Buyer shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this control all proceedings in accordance with provisions that are parallel to those in Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement5.5(d)(iv) hereof.

Tax Indemnification. PHMD (a) From and after the Closing, Seller and Seller’s Stockholder Representative shall be liable for, and shall jointly and severally indemnify Parent, Purchaser, its affiliates (including the DSKX Indemnified Persons Company and the Subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and representatives (Purchaser Indemnitees) against and hold them harmless from and against (i) all any excess of (x) the liability for Taxes of the Radiancy Group Company and the Subsidiaries over (y) charges, accruals, and reserves for Taxes reflected on the Financial Statements and the Statement for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Period, (ii) all liability (as a result of Treasury Regulation §1.1502-6(a) or otherwise) for Taxes of Radiancy Group Seller or any Affiliates thereof other corporation that is or has been affiliated with Seller (other than the Radiancy GroupCompany or any Subsidiaries), including (iii) all liability for reasonable legal fees and expenses for any item attributable to any item in subclause (i) or (ii) above; and (iv) all reasonable fees and expenses incurred by Parent in connection with the preparation and filing of any Tax Return for Pre-Closing Tax Periods that Parent is required to file pursuant to Section 5.7(a) and Section 5.7(e). (b) From and after the Closing, Parent and the Company, jointly and severally, shall indemnify Seller against and hold Seller harmless from (i) all liability for Taxes allocable to or arising out of the Business or ownership of Company and the Business Assets for any PreSubsidiaries relating to the Post-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) all liability for reasonable legal fees and expenses attributable to any item in subclause (iiii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any . (c) Any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate be made under this Section 7.2 8.1 shall survive until sixty (60) be paid within 10 Business Days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days following the expiration of the statute of limitations applicable prior to the underlying date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including as estimated Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitationspayments); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD 9.2.1 Purchaser is obliged to notify the competent tax authority of the commencement of a new business (Betriebseröffnung) within the meaning of § 138 (1) of the General Tax Code (Abgabenordnung, AO) with no undue delay but in no case later than 20 Business Days after the Closing Date. 9.2.2 Sellers, as joint and several debtors, shall indemnify the DSKX Indemnified Persons and hold them harmless Purchaser from and against a potential liability of the Purchaser pursuant to § 75 AO or § 11 para. 2 of the Land Tax Act (Grundsteuergesetz, GrStG). 9.2.3 With regard to any Tax for which Purchaser seeks reimbursement or indemnity under this Section 10, Purchaser shall (i) all Taxes provide to the Sellers’ Representative without undue delay, at the latest (14) fourteen days prior to the expiration of the Radiancy Group for legal objection deadline (Rechtsbehelfsfrist), a copy of the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)respective tax assessment notice or liability claim notice, (ii) all Taxes of Radiancy Group or any Affiliates thereof file in due course a legal objection notice (other than Rechtsbehelf) upon the Radiancy Group), including any liability for Taxes allocable to or arising out reasonable request of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); Sellers’ Representative, and (iii) conduct the legal remedy procedures as reasonably instructed by the Sellers’ Representative, all Taxes at Sellers’ expense that are will be promptly advanced or reimbursed upon demand. 9.2.4 Any indemnification claim of the responsibility of Company pursuant to Purchaser under this Section 5.6(b9 shall become time barred six (6) months after the respective tax notice or liability claim notice has become final, binding and irrevocable (formell und materiell bestandskräftig); provided, provided however, that once Sellers are on notice of an indemnification claim hereunder, such claim shall survive until it has been resolved. Indemnification claims under this Section 9 are not subject to the mitigation, amount or time limitations set forth in Section 8. 9.2.5 Sellers shall indemnify and hold Purchaser harmless against all Taxes imposed on Purchaser by way of a binding assessment (formell bestandskräftiger Bescheid) which is neither preliminary (vorläufig) nor subject to the case of clauses statutory reservation for review by the relevant Tax Authority (Vorbehalt der Nachprüfung), if and to the extent such Taxes: (i)) relate to the activities of the Company during any period ending on or prior to the Closing Date, and (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on have not been paid by the Closing Date as finally determined under this Agreement and or have not been included in the Closing Date Financial Statements by reducing way of a liability (Verbindlichkeit) or a reserve (Rückstellung). For the amount avoidance of any doubt, it is expressly agreed that the aforementioned indemnity also covers tax risks resulting from the activities of legal entities which were contributed to, or the assets of which were taken over by, the Company. 9.2.6 Any indemnity payment by the amount of (x) any tax benefit pursuant to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 9 shall survive until become due within sixty (60) days following the expiration after Purchaser has notified Sellers in writing of the statute respective Tax (such notice to include copies of limitations applicable all relevant Tax assessments), but in no event earlier than ten (10) Business Days before the relevant Tax becomes due and payable to the underlying competent Taxing Authority. Should the Sellers not pay such Tax (giving effect indemnity payment due within the time period set forth herein, Purchaser may pay such amount, if necessary or desirable in Purchaser’s sole discretion, and thereafter Purchaser shall deduct such payment from the Seller-Financing and shall provide to any waiver, mitigation or extension the Sellers’ Representative a calculation of the subject statute then resulting outstanding principal balance of limitations); providedthe Seller-Financing after deduction of the Tax indemnity payment, however, that if notice of a claim and the Seller-Financing shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior thereupon be reduced to such survival termination dateprincipal amount, PHMD’s obligation to indemnify and hold harmless but no other change in the DSKX Indemnified Persons in respect 52 terms of such claim the Seller-Financing shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementoccur.

Tax Indemnification. PHMD The following tax indemnification provisions shall apply to this Agreement (a) Subject to the provisions of Article 11.05(b), Sellers shall indemnify Buyer from all liabilities for foreign, federal, state, local and Indian Tribal taxes in respect of the DSKX Indemnified Persons ownership or operation of the Assets prior to the Effective Time, together with penalties and hold them harmless interest thereon (provided such penalties and interest do not result from the negligence, late filing, fraud or acts of misfeasance or malfeasance of Buyer). Sellers shall be entitled to all refunds or rebates of taxes paid in respect of the ownership or operation of the Assets prior to the Effective Time. Subject to the provisions of Article 11.05(b), Buyer shall indemnify Sellers from all liabilities which are assessed for foreign, federal, state, local and other taxes, together with penalties and interest thereon (provided such penalties and interest do not result from the negligence, late filing, fraud or acts of misfeasance or malfeasance of Sellers), to the extent such liabilities relate to the ownership or operation of the Assets from and against (i) all Taxes of after the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b)Effective Time; provided, however, that in the case of clauses such indemnity shall not apply to (i)) income taxes arising out of the ownership of the Assets between the Effective Time and the Closing Date, (ii) Property Taxes apportioned to Sellers pursuant to Article 11.01, and (iii) aboveother taxes imposed on or after the Effective Time, PHMD shall be liable in each case to the extent (but only to the extent that extent) such Taxes taxes are included in excess the determination of the amountAdjusted Initial Payment. Buyer shall be entitled to all refunds or rebates in respect of the ownership or operation of the Assets on or after the Effective Time, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount except refunds or rebates of (x) any tax benefit to the DSKX Indemnified Persons that is income taxes attributable to the loss ownership of the Assets between the Effective Time and the Closing Date, (y) any offsetting Property Taxes apportioned to Sellers pursuant to Article 11.01, and recoverable Taxes (z) other taxes imposed on or after the Effective Time, in each case to the extent (but only to the extent) such refunds or rebates are a return of taxes included in the determination of the Adjusted Initial Payment. (b) In order for Sellers or Buyer (“Claimant”) to make a claim against the other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate (“Indemnitor”) under this Section 7.2 Article XI, Claimant shall survive until sixty give prompt notice to Indemnitor of any liability for which Claimant would claim indemnification under this Article XI, which notice shall include the circumstances surrounding such liability. Indemnitor shall then have the right but not the obligation, to contest such liability at its sole cost and expense by giving written notice to Claimant of such election within thirty (6030) days following after Indemnitor receives Claimant’s notice. Should Indemnitor fail to notify Claimant within such thirty (30) day period, Indemnitor shall be deemed to have elected not to contest such liability. Should Indemnitor elect (or be deemed to have elected) not to contest such liability, Indemnitor shall pay the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD full amount due under Section 6.2 or Section 7.1(bArticle 11.05(a) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim liability to Claimant in cash within thirty (30) days after Indemnitor elects (or is deemed to have elected) not to contest such liability. Except as specifically provided in this Article 11.05 with respect to certain tax issues which must be combined or joined with other tax issues, if Indemnitor elects to contest any such liability, Claimant shall survive beyond give Indemnitor full authority to defend, adjust, compromise or settle such date until liability and any action, suit, or proceeding in which Indemnitor contests such claim for indemnification has been satisfied liability, in the name of Claimant or otherwise resolvedas Indemnitor shall elect. Any amounts paid In any administrative or payable legal proceeding, Indemnitor shall employ counsel selected by it and reasonably acceptable to Claimant. With respect to tax issues incident to any such liability that must be combined or joined with one or more other tax issues which Claimant desires to contest, Claimant and Indemnitor shall cooperate fully, and control of any administrative legal proceeding shall rest with the party having the greater ultimate liability (including liability under Article 11.05 (a) for the taxes in dispute). The party in control may not adjust, compromise or settle taxes which are contested by or on behalf of the other party without the consent of the other party. With respect to any liability contested by Indemnitor under the terms of this Section 7.2 Article 11.05(b), Indemnitor shall be without duplication with amounts otherwise payable pay the full amount due under this AgreementArticle 11.05(a) in respect of such liability to Claimant in cash within thirty (30) days after the liability is finally determined either by settlement or pursuant to the final unappealable judgment of a court of competent jurisdiction.

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons (a) Seller will (without duplication) indemnify, defend and hold them Acquiror and its Affiliates harmless from and against (i) all Excluded Taxes, (ii) any portion of any Transfer Taxes allocable to Seller pursuant to Section 9.05, (iii) any Taxes resulting from or arising in connection with any breach by Seller or any of its Affiliates of any covenant in this Agreement, (iv) the failure of Seller to provide a certificate pursuant to section 6 of the Radiancy Group Retail Sales Tax Act (Ontario), and (v) reasonable costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i) through (iv), which were, in each case, paid by Acquiror. Subject to Section 9.08(c), Seller’s obligation to indemnify, defend or hold harmless Acquiror or any of its Affiliates from any Excluded Taxes pursuant to this Section 9.03(a) will terminate effective 60 calendar days following the expiration of the applicable statute of limitations (including extensions). (b) Acquiror will (without duplication) indemnify, defend and hold Seller and its Affiliates harmless from and against all (i) Taxes imposed on or with respect to the AVS Assets or the AVS Business, other than Excluded Taxes, (ii) any portion of any Transfer Taxes allocable to Acquiror pursuant to Section 9.05 which were, in each case, paid by Seller, (iii) Taxes resulting from or arising in connection with any breach by Acquiror or any of its Affiliates of any covenant in this Agreement, and (iv) reasonable costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i) through (iii). Subject to Section 9.08(c), Acquiror’s obligation to indemnify, defend or hold harmless Seller or any of its Affiliates from Taxes pursuant to this Section 9.03(b) will terminate effective 60 calendar days following the expiration of the applicable statute of limitations (including extensions). (c) In the case of any property Taxes and similar periodic Taxes imposed on or with respect to the AVS Assets or the AVS Business for a Straddle Period that are not based on income or receipts (e.g., annual franchise Taxes imposed based on authorized shares), the portion of such Taxes allocable to a Pre-Closing Tax Period will be computed based upon the ratio of (other than Taxes attributable to extraordinary transactions undertaken A) the number of days in the portion of such Straddle Period that ends on the Closing Date at to (B) the direction total number of DSKX)days in such Straddle Period. In the case of any other Taxes imposed on or with respect to the AVS Assets or the AVS Business for a Straddle Period, (ii) all Taxes the portion of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for such Taxes allocable to or arising out of the Business or ownership of the Business Assets for any a Pre-Closing Tax Period will be determined as if such Straddle Period ended as of the close of business on the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis will be allocated between the portion of the Straddle Period ending on the Closing Date and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than portion of the Radiancy Group) due Straddle Period ending after the Closing Date in proportion to the conveyance number of days in each such period. NAI-1504903777v10 (d) Any indemnity payment required to be made pursuant to this Section 9.03 will be made within 30 calendar days after the Indemnitee 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 applicable Taxing Authority. (e) If a claim or other Tax Proceeding is made or initiated by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company any Taxing Authority which, if successful, could result in an indemnity payment pursuant to Section 5.6(b9.03 (a “Tax Claim”), the Party receiving notice of such Tax Claim will promptly notify the other Party in writing of such claim (and provide copies of any documents received from the Taxing Authority in respect of such claim) no later than ten Business Days after such Tax Claim is made; provided, that failure to provide such notice will not relieve such other Party of its indemnification obligations except to the extent that such other Party is materially prejudiced by such failure. With respect to any Tax Claim relating to a Tax period ending on or before the Closing Date or otherwise relating to, or affecting, a Consolidated Tax Return of Seller or any of its Affiliates, Seller will control, at its own expense, all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel), and, without limiting the foregoing, may, 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 applicable Liability for Taxes and xxx for a refund or contest the Tax Claim. The Party controlling a Tax Claim shall, upon request, consult with and keep the non-controlling Party reasonably informed as to the pursuit of the Tax Claim. (f) Acquiror will control all Tax Claims with respect to Taxes imposed on or with respect to the AVS Assets or the AVS Business for a Straddle Period; provided, however, that in Acquiror will not settle, compromise or abandon any such Tax Claim without the case prior written consent of clauses (i)Seller, (ii) and (iii) abovewhich consent will not be unreasonably withheld, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation conditioned or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementdelayed.

Tax Indemnification. PHMD shall 9.6.1.1 Sellers hereby agree to jointly and severally indemnify the DSKX Purchaser Indemnified Persons Parties and defend and hold them harmless from and against all Losses based upon, related to or resulting from (i) any liability for Excluded Taxes, (ii) the failure of any representation or warranty of Sellers contained in Section 4.11 to be true and correct, (iii) any liability for Transfer Taxes imposed on Sellers pursuant to Section 10.2, and (iv) any liability for Taxes that arises in connection with netting Final Intercompany Receivables and Final Intercompany Payables pursuant to section 2.2.2.3 of this Agreement (e.g., as a result of the deemed distribution of cash or the deemed distribution of Intercompany Receivables from any Company or Subsidiary to Purchaser or its Affiliates, including each Company and Subsidiary) that is not included in the calculation of Final Netting Tax Amount provided in the case of (i) and (ii), except to the extent Taxes are taken into account in the calculation of the Final Purchase Price pursuant to Section 2.2. Taxes as used in clause (iv) above shall be determined without regard to reference to any reduction in Taxes attributable to any Tax asset (e.g., any item of loss or credit or any carryforward of any loss or credit) of Purchaser or its Affiliates other than any foreign Tax credit attributable to netting Final Intercompany Receivables and Final Intercompany Payables pursuant to section 2.2.2.3 of this Agreement. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless Purchaser Indemnified Parties from any liability for Taxes attributable to any action taken not in the ordinary course of business after the Closing on the Closing Date or after the Closing Date by Purchaser, any of its Affiliates (including the Companies and the Subsidiaries) or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required by applicable Law or by this Agreement including, without limitation, those required pursuant to Section 2.2.2.3 of this Agreement.) (a "PURCHASER TAX ACT") or attributable to a breach by Purchaser of its obligations under this Agreement. 9.6.1.2 Purchaser shall, and shall cause the Companies and Subsidiaries to, indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, stockholders, agents, successors or assigns and representatives and defend and hold them harmless from all Losses based upon, related to or resulting from (i) any liability for Taxes of the Radiancy Group 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 (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKXPeriod), (ii) all any liability for Transfer Taxes of Radiancy Group or any Affiliates thereof imposed on Purchaser pursuant to Section 10.2, (other than the Radiancy Group), including iii) any liability for Taxes that are taken into account in the calculation of the Final Purchase Price pursuant to Section 2.2, and (iv) any liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement. 9.6.1.3 In the case of any taxable period that includes (but does not end on) the Closing Date (a "STRADDLE PERIOD"): 9.6.1.3.1 real, personal and intangible property Taxes ("PROPERTY TAXES") of the Companies and Subsidiaries allocable to or arising out the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the Business or ownership entire Straddle Period multiplied by a fraction, the numerator of which is the Business Assets for any number of days during the Straddle Period that are in the Pre-Closing Tax Period and including all the denominator of which is the number of days in the Straddle Period; and 9.6.1.3.2 the Taxes incurred by the Radiancy Group or any Affiliates thereof (other than Property Taxes) of the Radiancy Group) due Companies or the Subsidiaries allocable to the conveyance by PHMD and its Affiliates Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Business Assets under this Agreement); and (iii) all Taxes close of business on the Closing Date, provided that exemptions, allowances or deductions that are the responsibility of Company pursuant to Section 5.6(b); providedcalculated on an annual basis (including, howeverbut not limited to, that in the case of clauses (i), (iidepreciation and amortization deductions) and (iii) above, PHMD shall be liable only to allocated between the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital period ending on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by period after the amount of (x) any tax benefit Closing Date in proportion to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes number of days in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementperiod.

Tax Indemnification. PHMD The Sellers jointly and severally shall indemnify the DSKX Buyer Indemnified Persons Parties and hold them harmless from and against against, any Loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) imposed on the Company for all taxable periods ending before the Closing Date and the portion through the end of the Radiancy Group day prior to the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKXPeriod”), (ii) all Taxes of Radiancy Group any member of an affiliated, consolidated, combined or unitary group of which the Company (or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out predecessor of the Business foregoing) is or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group was a member on or any Affiliates thereof (other than the Radiancy Group) due prior to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and Closing Date, (iii) all Taxes that are of any person imposed on the responsibility of Company as a transferee or successor, by contract or pursuant to Section 5.6(b); providedany law, howeverrule or regulation, that in which Taxes relate to an event or transaction occurring before the case of clauses (i)Closing Date, (ii) and (iiiiv) abovebreach of the representations in Section 3.24 and (v) any Excluded Taxes. The applicable Buyer Indemnified Party shall provide a notice of claim for indemnification hereunder to Sellers’ Representative, PHMD which notice shall be liable only include evidence that such tax has been due and/or has been paid. Sellers shall indemnify the Buyer Indemnified Party within 5 days after receipt of notice. In the Sellers’ discretion, the Sellers may request such Buyer Indemnified Party to file a claim for refund with respect to such indemnified Taxes. Sellers shall bear the expenses of preparing and prosecuting such refund action. To the extent a refund with respect to such indemnified Taxes paid by the Sellers is actually recovered by a Buyer Indemnified Party, such Buyer Indemnified Party shall pay such refund to the extent that such Taxes are in excess Sellers’ Representative within a reasonable time of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictionsreceipt. PHMD’s The Sellers’ obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under the Buyer Indemnified Parties pursuant to this Section 7.2 6.02(a) shall survive the Closing until sixty thirty (6030) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, howeverthat, that if the Buyer Indemnified Parties provide the Sellers with notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or indemnify prior to the end of such survival termination dateperiod, PHMD’s obligation the Sellers will still be obligated to indemnify the Buyer Indemnified Parties for such claim. Notwithstanding anything contained herein to the contrary, the Buyer Indemnified Parties shall be entitled to dollar-for-dollar indemnification from the first dollar and hold harmless shall not be subject to the DSKX Indemnified Persons Sellers’ Basket or the Indemnity Cap Amount in respect of such claim shall survive beyond such date until such claim for seeking indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement6.02(a).

Tax Indemnification. PHMD In addition to the indemnification obligations set ------------------- forth in Section 8.2, each Shareholder shall, severally, be responsible for and pay and shall indemnify the DSKX Indemnified Persons indemnify, save and hold them harmless Parent (and each of its affiliates, successors and assigns) from and against (a) all Taxes imposed on the Company or for which the Company is liable with respect to (i) all Taxes periods ending on or prior to the Closing Date, or (ii) any period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Radiancy Group for the Closing Date (such portion, a "Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this AgreementPartial Period"); and (iiib) any costs or expenses with respect to the Taxes indemnified hereunder. For purposes of this Section 8.4, Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating or capital loss deduction attributable to any period (or portion thereof) ending after the Closing Date, but shall not include amounts which would have been paid but for the application of any credit or net operating or capital loss deductions attributable to any period (or portion thereof) ending on or before the Closing Date, except that the Parent Indemnity Claims relating to any breach of the representation contained in Section 3.9(b)(17) shall be limited to the Additional Escrow Shares or cash deposited in the Escrow in lieu thereof. The indemnification provisions of this Section 8.4 shall not be subject to the limits on indemnification set forth in Section 8.3, except that the Parent Indemnity Claims relating to any breach of the representation contained in Section 3.9(b)(17) shall be limited to the Additional Escrow Shares or cash deposited in the Escrow in lieu thereof. At Shareholder Representative's option, all Taxes that are or any portion of any indemnification obligations of the responsibility Shareholders under this Section 8.4 may be satisfied by a return of Company pursuant Escrow Shares to Section 5.6(b)Parent; provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD Escrow Shares shall not be liable only to the extent that exclusive remedy for -------- ------- such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementobligations.

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons and hold them harmless from and against (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant In addition to Section 5.6(b); provided10.2, howeverwithout duplication, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation Seller agrees to indemnify and hold harmless the DSKX Indemnified Persons in from any Damages for (i) any Taxes imposed on the Company with respect to Tax periods ending on or prior to the Closing Date (a “Pre-Closing Tax Period”) and (ii) any Taxes imposed on the Company with respect to Tax periods beginning before and ending after the Closing Date, but only with respect to the portion of such claim period up to and including the Closing Date (such portion, a “Pre-Closing Partial Period”), to the extent such Taxes are allocable pursuant to Section 11.4(b) to the Pre-Closing Partial Period, including, without limitation, any Taxes (other than Transfer Taxes which are governed under Section 12.2) arising as a result of the transactions contemplated in this Agreement to be undertaken by Seller or the Company (including, without limitation, the Conversion described in Sections 4.11) on or prior to the Closing Date. Notwithstanding the foregoing, Seller shall survive beyond such date until such claim not be liable to the Indemnified Parties for Taxes to the extent of the amount of Taxes that are taken into account in determining Closing Working Capital or any Taxes imposed on the Company that are payable as a result of any events occurring on the Closing Date after the Closing that are outside of the ordinary course of business. Seller’s indemnification has been satisfied or otherwise resolved. Any amounts paid or payable obligation under this Section 7.2 10.7 shall survive the Closing for a period of three (3) years and as provided in Section 10.5, Seller’s indemnification obligations with respect to Taxes (other than Income Taxes) shall be without duplication with amounts otherwise payable under this Agreementsubject to the Basket.

Tax Indemnification. PHMD (a) From and after the Closing, Versant GP and the Versant Stockholders shall indemnify the DSKX Indemnified Persons indemnify, save and hold them harmless the Parent Indemnified Parties from and against (i) all liability for Taxes of Versant or the Versant Stockholders (to the extent liability for Taxes of the Radiancy Group Versant Stockholders is imposed on Versant) with respect to the transactions contemplated by this Agreement; (ii) all liability for Taxes of Versant or the Versant Stockholders (to the extent liability for Taxes of the Versant Stockholders is imposed on Versant) for all Pre-Closing Tax Periods; (iii) any and all Damages arising out of, resulting from or incident to any breach by Versant GP or the Versant Stockholders of any covenant contained in Section 5.06; and (iv) any and all Damages arising out of, resulting from or incident to any inaccuracy or breach or any representation or warranty of Versant or any Versant Stockholder contained in Section 3.09. (b) From and after the Closing, Parent shall indemnify, save and hold harmless the Versant Indemnified Parties from and against (i) all liability for Taxes of Versant for any Post-Closing Tax Period and (ii) any and all Damages arising out of, resulting from or incident to the breach by Parent of any covenant contained in Sections 5.04 or 5.06. (c) 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 Versant for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of Versant (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (iiPer Diem Taxes) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates shall be computed as if such taxable period ended as of the Business Assets under this Agreement); and Closing. (iiid) all Taxes that are the responsibility of Company The parties shall satisfy their indemnity obligations pursuant to this Section 5.6(b); provided, however, that in 7.05 within 10 days after a final determination (within the case meaning of clauses (i), (iiSection 1313(a) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amountInternal Revenue Code of 1986, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (xamended) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying relevant Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementis made.

Tax Indemnification. PHMD (a) From and after the Closing Date, Seller shall indemnify the DSKX Purchaser Indemnified Persons against and hold them harmless from any Losses arising from, relating to or otherwise in respect of, except as provided in Section 11.07(b), (i) any Taxes imposed on the Business or the Transferred Entities with respect to any Pre-Closing Tax Period (including as a result of the Pre-Closing Restructuring), (ii) any Taxes that are Retained Liabilities hereunder, (iii) any Taxes imposed on a Transferred Entity as a result of its inclusion with Seller, any Subsidiary Transferor or any other Person (other than a Transferred Entity) in a consolidated, combined or unitary Tax group, for any Pre-Closing Tax Period, (iv) any Taxes for which a Transferred Entity, Purchaser or any Affiliate of Purchaser is liable as a transferee or successor or by Contract (other than Contracts that do not primarily relate to Taxes),, in each case, to the extent such Taxes are attributable to the operation of the Business or ownership of the Transferred Assets prior to the Closing, and (v) any Taxes attributable to any breach or violation of any of Seller’s representations set forth in Section 4.15. (b) From and after the Closing Date, Purchaser and the Transferred Entities shall, jointly and severally, indemnify the Seller Indemnified Persons and hold them harmless from and against any Losses arising from, relating to or otherwise in respect of (i) all any Taxes of imposed on the Radiancy Group Transferred Entities or the Business (other than, for the Preavoidance of doubt, as contemplated by Section 11.01(a)(vi)) with respect to any Post-Closing Tax Period (other than Period, except to the extent such Taxes are attributable to extraordinary transactions undertaken on a breach of any representation set forth in Section 4.15(k) or Section 4.15(l) or any inaccuracy in Section 4.15(g) of the Closing Date at the direction of DSKX)Seller Disclosure Letter, (ii) all any Taxes of Radiancy Group or any Affiliates thereof (other than taken into account in the Radiancy Group)adjustment described in Section 2.04, including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all any Taxes that are the responsibility attributable to any breach or nonperformance of Company Purchaser’s obligations pursuant to Article VIII, and (iv) any Transfer Taxes for which Purchaser is liable under Section 5.6(b8.01. (c) Procedures Relating to Tax Controversies. (i) Promptly after a party (the “Tax Indemnified Party”) becomes aware of the existence of a Tax Proceeding that may give rise to an indemnification claim under this Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Tax Authority and communications with any Tax Authority relating to such Tax Controversy; provided, however, that in the case of clauses (i)a failure to give such notice will not affect such other party’s rights to indemnification under this Article XI, (ii) and (iii) above, PHMD shall be liable only except to the extent that such party is actually prejudiced thereby. (ii) After the Closing Date, Seller (or its designates) shall—if they so elect—control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities or the Transferred Assets with respect to any Pre-Closing Tax Periods to the extent such Tax Controversy could reasonably be expected to result in any indemnification obligations pursuant to Section 11.07(a), provided, however, that, except in the case of a Tax Controversy with respect to a Combined Tax Return, (A) Purchaser and/or the Transferred Entities shall have the right to participate in such Tax Controversy at their own expense, (B) Seller shall not settle, compromise and/or concede any portion of such Tax Controversy that is reasonably expired to result in material adverse tax consequences the Purchaser without obtaining Purchaser’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned, and (C) Seller shall keep Purchaser reasonably informed as to the progress of any such Tax Controversy and shall consider in good faith any written comments or suggestions provided by Purchaser regarding such Tax Controversy. (iii) To the extent that any provision in this Section 11.07(c) may overlap or conflict with any provision contained in Section 11.02, the provisions of this Section 11.07(c) shall govern. (d) For purposes of this Section 11.07, all Losses in respect of Taxes shall be reduced by (i) any indemnity, contribution or other similar payment actually paid to Purchaser or any Purchaser Indemnified Person by any third party with respect to such Loss, and (ii) an amount equal to any net reduction of income Taxes of Purchaser or any Purchaser Indemnified Person attributable to a Tax benefit actually realized in the year of such loss or the immediately succeeding two (2) taxable years as a direct result of such Loss. (e) Seller’s indemnity obligations under this Section 11.07 shall survive until the date that is six (6) months from the date of the expiration of the applicable statute of limitation (including all periods of extension, whether automatic or permissive), and such indemnity obligations shall not be subject to any of the limitations set forth in Section 11.01(b). (f) In no event shall the Purchaser Indemnified Persons be entitled to recover, any Loss attributable to Taxes of any of the Transferred Entities (i) for any taxable period that is not a Pre-Closing Tax Period, except to the extent such Taxes are attributable to a breach of any representation set forth in excess Section 4.15(k) or Section 4.15(l) or any inaccuracy in Section 4.15(g) of the amountSeller Disclosure Letter, if any, taken into account (ii) as a liability in determining the Working Capital result of any transaction occurring on the Closing Date after the Closing outside the ordinary course of business, (iii) as finally determined under a result of Purchaser’s financing of the transactions provided for in this Agreement Agreement, (iv) to the extent such Taxes are not actually paid, or due and by reducing payable, to the amount relevant Governmental Authority or (v) due to the unavailability in any Post-Closing Tax Period of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in net operating losses, credits or other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of attribute from a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementPre-Closing Tax Period.

Tax Indemnification. PHMD The Sellers, jointly and severally, shall indemnify the DSKX Indemnified Persons Buyer and its affiliates (including Xxxxx) and each of their respective directors, officers, employees, stockholders, agents and other representatives against and hold them harmless from and against (i) all any liability for Taxes of Xxxxx for any Pre-Closing Tax Period, (ii) any liability for Taxes of the Radiancy Group Sellers or any other person (other than Xxxxx) which is or has ever been affiliated with Xxxxx including any Israeli Taxes recognized as a result of the transactions contemplated by this Agreement, (iii) any liability for Taxes resulting from a characterization of Xxxxx as a controlled foreign corporation under Section 957(a) of the Code or treatment of Xxxxx as engaged in a U.S. trade or business under the Code and (iv) any liability for reasonable legal, accounting, appraisal, consulting or similar fees and expenses for any item attributable to any item in clause (i), (ii) or (iii) above; provided, that the Buyer has used commercially reasonable efforts to materially comply with its obligations under Section 11(g). The Buyer shall, and after the Closing shall cause Xxxxx to, indemnify each Seller and its affiliates and each of their respective employees, agents and representatives against and hold them harmless from any liability for Taxes of Xxxxx for any taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case the Buyer's indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period or relates to actions that took place in the Pre- Closing Tax Period that involved income taxable in Israel during the period that ends after the Closing Date). 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 Xxxxx for any Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on imposed in connection with the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out sale of the Business Shares or ownership otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes for the Business Assets for any 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 including all the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes incurred by the Radiancy Group or any Affiliates thereof of Xxxxx (other than Property Taxes) for the Radiancy Group) due to Pre- Closing Tax Period (other than Taxes imposed in connection with the conveyance by PHMD and its Affiliates sale of the Business Assets under Shares or otherwise in connection with this Agreement); and (iiiAgreement or the transactions contemplated hereby) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that computed as if such Taxes are in excess taxable period ended as of the amount, if any, taken into account as a liability in determining the Working Capital close of business on the Closing Date as finally determined under this Agreement and by reducing Date. The indemnity obligations of the amount Sellers in respect of any indemnity payment by Taxes for a Straddle Period shall equal the amount excess of (x) any tax benefit to such Taxes for the DSKX Indemnified Persons that is attributable to the loss and 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 offsetting of its affiliates (other than Xxxxx) at any time and recoverable (ii) the amount of such Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) paid by Xxxxx on or prior to the Closing Date. The Sellers, jointly and severally, shall initially pay such survival termination dateexcess to the Buyer five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, PHMD’s obligation five days prior to indemnify and hold harmless the DSKX Indemnified Persons in date satisfaction of the Tax liability is required by the relevant taxing authority). The payments to be made pursuant to this paragraph by the Sellers with respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 to a Straddle Period shall be without duplication appropriately adjusted to reflect any final determination with amounts otherwise payable under this Agreementrespect to Taxes for the Straddle Period.

Tax Indemnification. PHMD shall (a) The Sellers severally (but not jointly) agree to indemnify the DSKX Indemnified Persons and hold them harmless Purchaser from and against all Taxes due and payable by BSN (GP) and the BSN Group Companies in respect of the Relevant Tax Period and the S&N Sellers agree to indemnify the Purchaser from and against all Taxes due and payable by JV (Holding) in respect of the Relevant Tax Period, provided that if any Tax assessment periods (steuerliche Veranlagungs- bzw. Erhebungszeiträume) which cover part of the Relevant Tax Period end after the Transfer Date, the relevant Tax liability for the part of such assessment period up to the Transfer Date shall for the purposes of this Agreement be determined as if such partial period were a full assessment period, unless and except to the extent that such Tax liabilities: (i) all Taxes are taken into account as provisions as part of Net Working Capital as shown in the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Transfer Balance Sheet, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in provisions for taxation (Line Item LP 52090. LPRNOI of the case of clauses (i), (iiTransfer Balance Sheet) and (iii) above, PHMD shall be liable are only taken into account to the extent that the amount of such provisions (the “Actual Provision Amount”) exceeds the lower of (A) EUR 4.2 million and (B) the Actual Provision Amount minus the amount of income tax receivables (Line Item A 43000 of the Transfer Balance Sheet) (the “Expected Tax Accrual”); (ii) are the subject of a valid and enforceable claim for repayment or indemnification against a third party; or (iii) are the result of any voluntary act initiated by the Purchaser or any of its subsidiaries, associates or direct or indirect shareholders or, after the Closing Date, any of the Relevant Companies including, for the avoidance of doubt, changes in the accounting and taxation principles or practices of the Relevant Companies (including the methods of submitting taxation returns); or (iv) can be offset against Tax loss carry backs or loss carry forwards that are or were available (including as a result of subsequent tax audits) in the period to which such taxes are allocable, whereby any use or reduction caused directly or indirectly by the Purchaser or, after the Closing Date, the Relevant Companies of such Tax loss carry back or loss carry forward shall be disregarded; or (v) can be offset against future Tax reductions (Steuerminderungen) arising out of any circumstances triggering a Tax indemnification claim, e.g. resulting from the lengthening of depreciation periods or higher depreciation allowances (Phasenverschiebung); or (vi) correspond to Tax advantages of any of the Relevant Companies or the Purchaser or any Affiliated Company; or (vii) result from any non-compliance of the Purchaser or any of the Relevant Companies with any of their obligations under Section 8.6; or (viii) result from a change in Tax legislation or jurisdiction or administrative practice (Änderung der Verwaltungspraxis); or (ix) arise as a result of or would not have arisen but for any change in ownership of or the disposal (other than on liquidation whilst under the direct ownership of BSN Medical Limited) initiated by Purchaser or any Affiliated Company of the Purchaser or any of the Relevant Companies of any shares or securities of ALTER EGO Vierte Beteiligungsgesellschaft (“ALTER EGO”) at any time on or after Closing but within a period of 6 years of the transfer of any assets by ALTER EGO to BSN Medical Limited. (b) Indemnification payments due by any of the Sellers under this Section 8 shall be made within twenty (20) Business Days of the date upon which it is determined pursuant to this Agreement that such sums are due by such Seller (but no later than two (2) Business Days before such sums are due to the Taxing Authority), provided that the payment of such amounts to the Taxing Authority, is due and that the respective Seller shall not be required to make any payment earlier than two (2) Business Days before such Taxes are due to the Taxing Authority. In case of any Tax being contested in excess accordance with Section 8.6(b), payment of such Tax to the Taxing Authority will be considered due no earlier than on the date a final (bestandskräftig) determination to such effect is made by either the Taxing Authority or a court of proper jurisdiction, provided that the Taxing Authority has granted relief from paying the assessed Tax until such Tax becomes final and binding. If this is not the case, the respective Seller shall make an advance indemnification payment to the Purchaser provided that the Purchaser provides a guarantee by a reputable Bank or other reasonably adequate security as security for any reimbursement claims of the amountSeller which might arise pursuant to the subsequent sentence. If the final amount to be indemnified for Taxes and to be paid is lower than the advance indemnification payment by the Seller, then the difference shall be reimbursed by the Purchaser, including interest at the Agreed Rate and all interest earned thereon exceeding the Agreed Rate, if any, taken into account as a liability in determining from the Working Capital on date of payment until the Closing Date as finally determined under this Agreement and by reducing the amount date of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementreimbursement.

Tax Indemnification. PHMD (i) Pfizer shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them Purchaser and its Affiliates harmless from and against all liability for Taxes of the Conveyed Companies and Asset Selling Corporations (with respect to the Business) for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date, including (A) all liability for any breach of Pfizer’s representations and warranties contained in Article V; (B) all liability (as a result of Treasury Regulation Section 1.1502-6(a) and any analogous provisions of state, local and foreign laws or otherwise) for Income Taxes of Pfizer or any other Person (other than the Conveyed Companies) which is or has ever been affiliated with the Conveyed Companies, or with whom the Conveyed Companies otherwise join or have ever joined (or are or have ever been required to join) in filing any consolidated, combined or unitary Tax Return; and (C) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (A) or (B) above; provided, however, that Pfizer’s indemnity Back to Contents obligation for Taxes pursuant to this Section 7.4(g)(i) shall be reduced by refunds of Taxes to which Pfizer is entitled pursuant to Section 7.4(e) (excluding carrybacks from post-Closing Date years to the extent permitted under Section 7.4(d)) with respect to such periods received after the Closing Date by Purchaser or any of its Affiliates and not previously remitted to Pfizer, whereupon Purchaser shall be entitled to retain such refund. Notwithstanding the foregoing, Pfizer shall not indemnify, defend or hold harmless Purchaser or any of its Affiliates from any liability for Taxes (a) attributable to (i) any election under any provision of the Code (including Section 338(g)) or any other action taken, (ii) any failure to comply with Law or (iii) any other failure to act which constitutes gross negligence or willful misconduct on the part of Purchaser or any of its Affiliates that (A) would otherwise give rise to a Pfizer Tax indemnity payment, (B) is made by Purchaser, any of its Affiliates (including the Conveyed Companies), or any transferee of Purchaser or any of its Affiliates after the Closing and (C) is not expressly required by applicable Law or this Agreement or otherwise expressly contemplated by this Agreement and has not been approved in writing by Pfizer (a "Purchaser Tax Act"); or (b) to the extent accrued or reserved against in the Working Capital Statement. Further, Pfizer’s obligation to indemnify, defend or hold harmless Purchaser or any of its Affiliates from any liability shall terminate at the close of business on the 180th day following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension) or, if later, upon the final determination as a result of an audit or similar proceeding, in respect of the Tax liability in question. (ii) Purchaser shall, and shall cause the Conveyed Companies to, indemnify, defend and hold Pfizer and its Affiliates harmless from and against, (A) except to the extent Pfizer is otherwise required to indemnify Purchaser for such Tax pursuant to Section 7.4(g)(i), all liability for Taxes of the Radiancy Group Conveyed Companies; (B) all liability for Taxes attributable to a Purchaser Tax Act, including all liability for Taxes resulting from Purchaser making an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes); and (C) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (A) or (B) above; provided, however, that Purchaser's indemnity obligation for Taxes pursuant to this Section 7.4(g)(ii) shall be reduced by refunds of Taxes to which Purchaser is entitled pursuant to Section 7.4(e) that have been received by Pfizer and not previously remitted to Purchaser, whereupon Pfizer shall be entitled to retain such refund. Purchaser’s obligation to indemnify, defend or hold harmless Pfizer or any of its Affiliates from any liability shall terminate at the close of business on the 180th day following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension) or, if later, upon the final determination as a result of an audit or similar proceeding, in respect of the Tax liability in question. Back to Contents (iii) In the case of any Straddle Period: (A) The periodic Taxes that are not based on income or receipts (e.g., property Taxes) for the portion of any Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”) shall be computed based upon the ratio of the number of days in the Pre-Closing Tax Period and the number of days in the entire Tax Period; and (B) Taxes of the Conveyed Companies or Taxes with respect to the Business for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken described in Section 7.4(g)(iii)(A) above) shall be computed as if such taxable period ended as of the close of business on the Closing Date at the direction of DSKX)and, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses any Taxes of the Conveyed Companies or Taxes with respect to the Business attributable to the ownership by the Conveyed Companies of any equity interest in any partnership or other “flowthrough” entity, as if a taxable period of such partnership or other “flowthrough” entity ended as of the close of business on the Closing Date. (i), (iiiv) and (iiiAny indemnity payment required to be made pursuant to this Section 7.4(g) above, PHMD shall be liable only made within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case later than three Business Days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments). (v) Any indemnity payment made pursuant to this Section 7.4(g) shall be treated as an adjustment to the price paid by Purchaser for the relevant Conveyed Company or Purchased Assets for Tax purposes to the extent that permitted under applicable Law, unless a final determination with respect to the indemnified party or any of its Affiliates causes such Taxes are in excess payment to be treated other than as an adjustment to the purchase price for federal Income Tax purposes. (vi) The rights and obligations of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under parties with respect to indemnification for any and all Tax matters shall be governed by Section 7.4 of this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit shall not be subject to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration provisions of the statute Article VIII of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (i) The Purchaser shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them harmless the Seller and its Affiliates, at any time after the Closing, from and against (i) all any liability for Taxes of ATI and SCS for any taxable period ending after the Radiancy Group Closing Date, including any Taxes resulting solely from a transaction undertaken by the Purchaser or its Affiliates with respect to ATI or SCS after the Closing that are not otherwise contemplated by this Agreement, except for Straddle Periods, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period. (ii) The Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates, at any time after the Closing, from and against any liability for (A) Taxes of ATI and SCS, except as provided in Section 6.8(d)(vii) of the Agreement, for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken including the portion of any Straddle Period ending on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy GroupDate), including any liability for Taxes allocable to or arising out Damages resulting from the distribution of the Business or ownership of the Business Retained Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement)Seller pursuant to Section 2.6 hereof; and (B) Damages attributable to (1) any breach of the representation contained in Section 4.20 or (2) the failure of the Seller (or any member of the affiliated group that includes the Seller) to comply with Seller's obligations in Section 6.8(b). (iii) all Taxes that are In determining the responsibility of Company the Seller and the Purchaser for Taxes attributable to any Straddle Period, Taxes based upon or related to gross or net income or receipts shall be apportioned on the basis of an interim closing of the books as of the Closing Date, and all other Taxes attributable to any Straddle Period shall be prorated on a daily basis. (iv) If a claim for Taxes shall be made by any taxing authority in writing, which, if successful, might result in an indemnity payment pursuant to this Section 5.6(b6.8, 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 the Purchaser pursuant to this Section 6.8(f), the party potentially liable for such indemnification 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 xxx for a refund where applicable law permits such refund suits or contest such Tax Claim. The Tax Indemnified Party shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the Tax Indemnifying Party's prior written consent. In connection with any proceeding taken in connection with such Tax Claim, each party shall keep the other informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes. Each party shall cooperate with the other in contesting such Tax Claim, which cooperation shall include, without limitation, the retention and the provision of records and information which are reasonably relevant to such Tax Claim, and making employees available 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 for the services of such employees. (vi) The Seller and the Purchaser shall jointly control, at each party's own cost and expense, all proceedings taken in connection with any Tax Claim relating solely to Taxes attributable to a Straddle Period, and neither the Seller nor the Purchaser shall settle a Tax Claim relating to such Straddle Period Taxes without the prior written consent of the other party, which consent shall not be unreasonably withheld. (vii) The amount of any Taxes payable under this Section 6.8 shall be net of any tax benefit actually realized therefrom. (viii) All matters relating in any manner to Tax indemnification obligations and payment of Taxes shall be governed exclusively by this Section 6.8; provided, however, that in the case of clauses (i), (iiany indemnity relating to Section 6.8(f)(ii)(B) and (iii) above, PHMD shall be liable only subject to the extent that such Taxes are limitations on liability set forth in excess of the amountSection 9.2. (ix) The representations, if anywarranties, taken into account as a liability covenants and agreements contained in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 6.8 shall survive until sixty (60) days following the expiration of the applicable statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitationsincluding extensions); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.ARTICLE VII

Tax Indemnification. PHMD (a) After the Closing, Sellers and Xxxxxxx, jointly and severally, shall indemnify the DSKX Indemnified Persons Buyer and its affiliates and hold them harmless from and against (i) all liability for Excluded Taxes; (ii) any liability, claim or damage suffered or incurred by any such indemnified party to the extent caused proximately by any breach of any representation or warranty contained in Section 4.01(i) or Section 4.01(j) or any certificate delivered pursuant to this Agreement to the extent related to such Section 4.01(i) or Section 4.01(j); (iii) all liability for Taxes other than Excluded Taxes of the Radiancy Group U.S. Sellers and the Companies for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Period, (iiiv) all Sellers' share of prorated Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for pursuant to Section 2.03 and Transfer Taxes allocable pursuant to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement)Section 3.03; and (iiiv) all Taxes that are the responsibility liability for expenses (including reasonable legal fees and expenses, except as otherwise provided in Section 10.07) incurred by Buyer attributable to clauses (i) through (iv) of Company pursuant to Section 5.6(bthis subsection (a); provided, however, that in the case of clauses (i), any liability under clause (ii) and (iii) above, PHMD shall be liable but only to the extent that the breached representation or warranty does not relate to an Income Tax, sales or use Tax, employment or payroll Tax (including withholding) or value added Tax) or (iii) above shall be subject to the limitations set forth in Section 10.02(b), except that such Taxes are in excess liability shall not be subject to the limits of Section 10.02(b)(ii). (b) In the case of any Straddle Period, the portion of the amountExcluded Taxes attributable to any Pre-Closing Tax Period (which are subject to indemnification by Sellers as Excluded Taxes to the extent set forth in Section 10.01(a)) shall be computed by using a closing-of-the-books method as if such taxable period ended on the date immediately preceding the Closing Date, if any, taken into account as a liability except that any Excluded Taxes attributable to transactions not in determining the Working Capital ordinary 57 course of business occurring on the Closing Date before the transfer of the Shares to Buyer shall be treated as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Pre-Closing Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementPeriod.

Tax Indemnification. PHMD shall (a) From and after the Closing, the Moneda Shareholders hereby agree, on a several and not joint basis, to indemnify PIL and each of its Affiliates (including the DSKX Acquired Companies after the Closing Date) (collectively, the “PIL Tax Indemnified Persons Parties”) and hold them the PIL Tax Indemnified Parties harmless from and against (i) all any Pre-Closing Taxes of the Radiancy Group for (including any Taxes directly resulting from the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken Reorganization) imposed on or in respect of the Closing Date at the direction of DSKX)Acquired Companies, (ii) all any Pre-Closing Taxes of Radiancy Group any other person (including the Moneda Shareholders or any of their Affiliates thereof (other than the Radiancy GroupAcquired Companies)) for which an Acquired Company is liable as a transferee or successor, by contract entered into prior to the Closing Date or otherwise (excluding agreements entered into in the ordinary course of business that are not primarily related to Taxes), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all any Taxes directly resulting from the MAM II HoldCo Merger described in Section 2.2 of this Agreement which are imposed on the Moneda Shareholder or MAM II HoldCo or its subsidiaries, and (iv) reasonable legal fees and expenses attributable to any item in clause (i) through (iii) above; provided that are the responsibility of Company pursuant Moneda Shareholders shall not be required to Section 5.6(b); providedpay or cause to be paid, however, that or to indemnify or hold harmless the PIL Tax Indemnified Parties from and against any Taxes to the extent such Taxes (i) were included as a liability in the case calculation of clauses (i)the Total Cash Consideration, (ii) and arise as a result of the violation of Section 8.3 (Amendment of Tax Returns; Similar Items), or (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess were incurred by reason of a transaction outside of the amount, if any, taken ordinary course of business entered into account as a liability in determining after the Working Capital Closing on the Closing Date Date, other than as finally determined under otherwise expressly contemplated by this Agreement and by reducing (the Taxes for which the Moneda Shareholders are required to indemnify PIL pursuant to this Section 8.1(a), the “Moneda Shareholder Indemnified Taxes”). Notwithstanding anything to the contrary herein, the amount of Moneda Shareholder Indemnified Taxes payable by each Moneda Shareholder shall not exceed such Moneda Shareholder’s Pro Rata Share of the aggregate Moneda Shareholder Indemnified Taxes payable by the Moneda Shareholders. (b) Subject to the provisions of Section 8.6 (Tax Audits), any indemnity payment by required to be made pursuant to this Section 8.1 or otherwise pursuant to this Article 8 shall be made within thirty (30) days after the amount indemnified party makes written demand containing reasonable details of the relevant facts and calculations upon the indemnifying party, but in no case earlier than five (x5) any tax benefit days prior to the DSKX Indemnified Persons that is attributable later of the date on which (i) the relevant Taxes or other amounts are required to be paid to the loss applicable Taxing Authority (including pursuant to a Tax Return filing in the ordinary course of business or otherwise) and (yii) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of Taxing Authority may commence a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons collection action in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied the relevant Taxes, which action may not reasonably be contested or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementappealed.

Tax Indemnification. PHMD shall indemnify the DSKX Purchaser Indemnified Persons and hold them harmless from and against (i) all Taxes of the Radiancy Group Foreign Subsidiary for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKXPurchaser), (ii) all Taxes of Radiancy Group Seller Companies or any Affiliates thereof (other than the Radiancy GroupForeign Subsidiary), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Transferred Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group Seller Companies or any Affiliates thereof (other than the Radiancy GroupForeign Subsidiary) due to the conveyance by PHMD and its Affiliates of the Business Transferred Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company Sellers pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictionsSection 2.5. PHMD’s 's obligation to indemnify and hold harmless Surviving Corporation Purchaser and each Surviving Corporation Purchaser Affiliate under this Section 7.2 9.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 8.2 or Section 7.1(b9.1(b) on or prior to such survival termination date, PHMD’s 's obligation to indemnify and hold harmless the DSKX Purchaser Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 9.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD Subject to Sections 8.4(h) and 8.5, from and after the Closing the Newco Indemnitees shall indemnify the DSKX Indemnified Persons be indemnified by and hold them held harmless from and against against, and shall be reimbursed for all Damages (including, without limitation, reasonable fees for both in-house and outside counsel, accountants and other outside consultants) suffered or incurred (each a “Tax Loss” and collectively, the “Tax Losses”) for or arising out of (i) all Pre-Closing Taxes in excess of the Radiancy Group amount of Taxes which are included as Current Liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income, a “Deferred Tax Reserve”) on the Final Statement and (ii) without duplication, any Taxes arising out of a breach of a representation or warranty in Section 3.8, or the covenants and agreements set forth in Sections 5.1(d)(xxi), 5.1(d)(xxii) or 5.1(d)(xxiii). For the purposes of this Section 8.6, indemnifiable Taxes shall not include Taxes for a taxable period beginning after the Closing Date that are attributable to any reduction directly or indirectly resulting from an audit, examination, or the filing of an amended Tax Return (in each case for a Pre-Closing Tax Period (other than Taxes attributable Period) to extraordinary transactions undertaken the net operating losses or similar Tax attributes reflected on the Closing Date at Tax Returns of the direction of DSKX), (ii) all Taxes of Radiancy Group Company or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets Company Subsidiary for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due Period. Notwithstanding anything to the conveyance by PHMD and its Affiliates of contrary contained in this Section 8.6, the Business Assets Newco Indemnitees shall have recourse for indemnification under this Agreement); Section 8.6 solely to, and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of of, the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement Indemnity Escrow Account and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in no other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim Person shall have been timely given to PHMD under Section 6.2 any liability for such indemnification, including the holders of Company Preferred Stock, Company Common Stock or Section 7.1(b) on RSUs, the Stockholder Representative, or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect any of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementtheir respective Affiliates.

Tax Indemnification. PHMD (i) Pfizer shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them Purchaser and its Affiliates harmless from and against all liability for U.S. and non-U.S. Taxes of the Conveyed Companies for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date, including (A) all liability for any breach of Pfizer's representations and warranties contained in Article V or covenants contained in this Article VII with respect to the Conveyed Companies; (B) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or otherwise) for Taxes of Pfizer or any other Person (other than the Conveyed Companies) which is or has ever been affiliated with the Conveyed Companies, or with whom the Conveyed Companies otherwise join or have ever joined (or are or have ever been required to join) in filing any consolidated, combined or unitary Tax Return, prior to the Closing; (C) all liability for Taxes of the Business which constitutes a Retained Liability pursuant to Section 2.6 of this Agreement; and (D) all liability for reasonable legal, accounting and appraisal fees and expense with respect to any item described in clause (A) or (B) above; provided, however, -------- ------- that Pfizer's indemnity obligation for Taxes pursuant to this Section 7.4(g)(i) shall be reduced by refunds of Taxes (excluding carrybacks from post-Closing Date years to the extent permitted hereunder) with respect to such periods received after the Closing Date by Purchaser or any of its Affiliates and not previously remitted to Pfizer. Notwithstanding the foregoing, Pfizer shall not indemnify, defend or hold harmless Purchaser or any of its Affiliates from any liability for Taxes (a) attributable to (i) any election under any provision of the Code (including Section 338(g)) or any other action taken, (ii) any failure to comply with Law or (iii) any other failure to act which constitutes gross negligence or willful misconduct on the part of Purchaser or any of its Affiliates that (A) would otherwise give rise to a Pfizer Tax indemnity payment, (B) is made after the Closing by Purchaser, any of its Affiliates (including the Conveyed Companies) or any transferee of Purchaser or any of its Affiliates and (C) is not expressly required or otherwise expressly contemplated by this Agreement and has not been approved in writing by Pfizer (a "Purchaser Tax ------------- Act"); or (b) to the extent accrued or reserved against in the Working Capital Statement. Purchaser shall pay to Pfizer the amount of Tax savings realized by Purchaser or any of its Affiliates as a result of any loss or credit carryforwards of the Conveyed Companies existing as of the Closing Date, as soon as practicable after such savings may be realized. Further, Pfizer's obligation to indemnify, defend or hold harmless Purchaser or any of its Affiliates from any liability shall terminate effective with the expiration of the applicable statute of limitations (including extensions) in respect of such liability. (ii) Purchaser shall, and shall cause the Conveyed Companies to, indemnify, defend and hold Pfizer and its Affiliates harmless from and against, (A) except to the extent Pfizer is otherwise required to indemnify Purchaser for such Tax pursuant to Section 7.4(g)(i), all liability for Taxes of the Radiancy Group Conveyed Companies; (B) all liability for Taxes attributable to a Purchaser Tax Act, including all liability for Taxes resulting from Purchaser making an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, and any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes); and (C) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (A) or (B) above. Purchaser's obligation to indemnify, defend or hold harmless Pfizer or any of its Affiliates from any liability shall terminate effective with the expiration of the applicable statute of limitations (including extensions) in respect of such liability. (iii) In the case of any Straddle Period: (A) The periodic Taxes of the Conveyed Companies that are not based on income or receipts (e.g., property Taxes) for the portion of any Straddle Period ---- ending on the Closing Date (the "Pre-Closing Tax Period") shall be computed ---------------------- based upon the ratio of the number of days in the Pre-Closing Tax Period and the number of days in the entire Tax Period; and (B) Taxes of the Conveyed Companies for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken described in Section 7.4(g)(iii)(A) above) shall be computed as if such taxable period ended as of the close of business on the Closing Date at the direction of DSKX)and, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only any Taxes of the Conveyed Companies attributable to the extent that ownership by the Conveyed Companies of any equity interest in any partnership or other "flowthrough" entity, as if a taxable period of such Taxes are in excess partnership or other "flowthrough" entity ended as of the amount, if any, taken into account as a liability in determining the Working Capital close of business on the Closing Date as finally determined under this Agreement and by reducing the amount of any Date. (iv) Any indemnity payment by required to be made pursuant to this Section 7.4(g) shall be made within 30 days after the amount of (x) any tax benefit indemnified party makes written demand upon the indemnifying party, but in no case earlier than 5 Business Days prior to the DSKX Indemnified Persons that is attributable date on which the relevant Taxes are required to be paid to the loss and relevant taxing authority (yincluding estimated Tax payments). (v) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation Any indemnity payment made pursuant to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable 7.4(g), other than for Straddle Period Taxes pursuant to the underlying Tax (giving effect to any waiver, mitigation or extension first sentence of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b7.4(b)(B) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication treated as an adjustment to the price paid by Purchaser for the relevant Conveyed Company for Tax purposes, unless a final determination with amounts otherwise payable under this Agreementrespect to the indemnified party or any of its Affiliates causes such payment to be treated other than as an adjustment to the purchase price for federal Income Tax purposes.

Tax Indemnification. PHMD shall indemnify (a) Except to the DSKX Indemnified Persons extent the following have been taken into account in determining the proration of payables or expenses pursuant to Section 1.11, Seller will indemnify, defend and hold them Acquiror and its Affiliates harmless from and against (i) all Excluded Taxes, (ii) all Taxes resulting from or arising in connection with any breach by Seller or any member of the Seller Group of any of the representations and warranties contained in Sections 2.13 or any covenant in this Agreement, (iii) all Transfer Taxes for which Seller is responsible pursuant to Section 8.06 and (iv) all costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i) through (iii). Subject to Section 8.04(g), Seller’s obligation to indemnify, defend or hold harmless Acquiror or any of its Affiliates (including the Acquired Entities) from any Excluded Taxes pursuant to this Section 8.04(a) will terminate effective 30 days following the expiration of the applicable statute of limitations (including extensions). (b) Except to the extent the following have been taken into account in determining the proration of payables or expenses pursuant to Section 1.11, Acquiror will indemnify, defend and hold Seller and its Affiliates harmless from and against (i) all Taxes imposed on the Acquired Entities or with respect to the other Acquired Assets for any Post-Closing Tax Period (except to the extent such Taxes are subject to indemnification pursuant to Section 8.04(a)), (ii) all Transfer Taxes for which Acquiror is responsible pursuant to Section 8.06, (iii) all Taxes resulting from or arising in connection with any breach by Acquiror or any member of the Radiancy Acquiror Group of any covenant in this Agreement, and (iv) all costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i) through (iii). Subject to Section 8.04(g), Acquiror’s obligation to indemnify, defend or hold harmless Seller or any of its Affiliates from Taxes pursuant to this Section 8.04(b) will terminate effective 30 days following the expiration of the applicable statute of limitations (including extensions). (c) In the case of any Straddle Period: (i) Property Taxes and other periodic Taxes imposed on or with respect to the Acquired Entities or the other Acquired Assets (that are not based on income, receipts, services or transactions, including sales, use, withholding, payroll and other employment Taxes), allocable to the Pre-Closing Tax Period will be computed based upon the ratio of (A) the number of days in the portion of such Straddle Period ending on and including the Closing Date to (B) the total number of days in such Straddle Period; and (ii) Taxes of the Acquired Entities for the Pre-Closing Tax Period (Period, other than Taxes attributable subject to extraordinary transactions undertaken Section 8.04(c)(i), will be computed as if such Tax period ended as of the close of business on the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis will be allocated between the portion of the Straddle Period ending as of the close of business on the Closing Date at and the direction portion of DSKXthe Straddle Period beginning after the Closing Date in proportion to the number of days in each such portion. (d) Any indemnity payment required to be made pursuant to this Section 8.04 will be made within 30 days after the Indemnitee makes written demand upon the Indemnifying Party, but in no case later than five Business Days prior to the date on which the relevant Taxes are required to be paid to the applicable Taxing Authority. (e) If a claim or other Tax Proceeding is made or initiated by any Taxing Authority which, if successful, could result in an indemnity payment pursuant to Section 8.04 (a “Tax Claim”), the Party receiving notice of such Tax Claim will promptly notify the other Party in writing of such claim (and provide copies of any documents received from the Taxing Authority in respect of such claim) no later than ten Business Days after such Tax Claim is made; provided, that failure to provide such notice will not relieve such other Party of its indemnification obligations except to the extent that such other Party is materially prejudiced by such failure. With respect to any Tax Claim relating to a Tax period ending on or before the Closing Date, Seller will have the right, at its own expense, to participate in, and, upon notice to Acquiror, to assume the defense thereof. If Seller assumes such defense, Seller shall have sole discretion as to the conduct of the defense of such Tax Claim (including selection of counsel) and, without limiting the foregoing, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may either pay the applicable Liability for Taxes and xxx for a refund or contest the Tax Claim). Without limiting the discretion of Seller to conduct the defense of such Tax Claim, (i) Seller will keep Acquiror reasonably informed of any material developments in such Tax Claim and consider any comments of Acquiror in respect of the conduct of such Tax Claim in good faith with counsel of its own choosing, at its own expense, and (ii) all if and only to the extent that a Tax Claim with respect to non-income Taxes would reasonably be expected to increase the liability of Radiancy Group the Acquiror or any of its Affiliates thereof (other than the Radiancy Group), including any liability for such non-income Taxes allocable to or arising out of the Business or ownership of the Business Assets for any PrePost-Closing Tax Period, Seller shall not settle any Tax Claim relating to an Acquired Asset without Acquiror’s consent, which shall not be unreasonably withheld, conditioned or delayed. (f) Acquiror will control all Tax Claims with respect to Straddle Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates Tax Returns of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company Acquired Entities required to be prepared by Acquiror pursuant to Section 5.6(b8.01(a); provided, however, that in the case of any such Tax Claim, Acquiror will not settle, compromise or abandon any such Tax Claim without the prior written consent of Seller, which consent will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Acquiror will control all Tax Claims with respect to Taxes of or with respect to an Acquired Entity or the other Acquired Assets for any Tax period beginning on or after the Closing Date. (g) Without limiting Acquiror’s right with respect to any Tax Claims described in clauses (i), (iie) and (iiif) above, PHMD if any Tax Reduction Proceeding (or any claim or application with respect thereto) is pending as of the Closing Date that is for any fiscal period that includes or precedes the Closing Date, neither Seller nor Acquiror shall have the right to enter into any settlement or compromise of any claim with respect to such Tax Reduction Proceeding (or such claim or application) without the other party’s prior written consent (not to be liable only unreasonably withheld, conditioned or delayed) to the extent that such action would reasonably be expected to increase the Property Taxes are for any Transferred Site. (h) Notwithstanding anything herein to the contrary, indemnification for any and all Tax matters in excess respect of this Agreement, and the amountprocedures with respect thereto, if anywill be governed exclusively by this Article VIII, taken into account as a liability and the provisions of Article VII (except for Sections 7.03(b), 7.05(b), 7.06, 7.08 and 7.09) will not apply. The representations and warranties set forth in determining Sections 2.13 and the Working Capital on provisions of this Article VIII will survive the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) 30 days following the expiration of the applicable statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitationsincluding extensions); provided, however, that if the right to be indemnified with respect to any matter set forth in this Section 8.04 for which notice was provided within 30 days following the expiration of a claim shall the relevant statute of limitations will survive until such matter is fully resolved. (i) Notwithstanding anything herein to the contrary, Seller will have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s no obligation to indemnify and hold harmless the DSKX Indemnified Persons Acquiror or any of its Affiliates or equity holders for any Losses attributable to, in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid arising out of the status of Acquiror (or payable under this its failure to qualify) as a “real estate investment trust” within the meaning of Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement856 of the Code.

Tax Indemnification. PHMD All the provisions of this Agreement shall indemnify survive the DSKX Indemnified Persons Closing, notwithstanding any investigation at any time made by or on behalf of any party hereto, provided that the representations and hold them harmless from warranties set forth in ARTICLE 3 and against (i) all Taxes ARTICLE 4 and in any certificate delivered in connection herewith with respect to any of those representations and warranties shall terminate and expire on the first day of the Radiancy Group for 18th month following the Pre-month in which Closing Tax Period occurs, except (other than Taxes attributable to extraordinary transactions undertaken on a) the Closing Date at representations and warranties of the direction Contributing Parties set forth in Section 3.10 shall survive until 30 days after the expiration of DSKXthe applicable statutes of limitations (including all periods of extension and tolling), (iib) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out representations and warranties of the Business or ownership Contributing Parties set forth in Section 3.11 and Section 3.15 shall terminate and expire on the third anniversary of the Business Assets for any Pre-Closing Tax Period Date, (c) the representations and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates warranties of the Business Assets under this Agreement); Contributing Parties set forth in Section 3.1, Section 3.2 and Section 3.4 shall survive forever and (iiid) all Taxes that are the responsibility representations and warranties of Company the Partnership Parties set forth in Section 4.1 and Section 4.2 shall survive forever. After a representation and warranty has terminated and expired, no indemnification shall or may be sought pursuant to Section 5.6(b); providedthis ARTICLE 9 on the basis of that representation and warranty by any Person who would have been entitled pursuant to this ARTICLE 9 to indemnification on the basis of that representation and warranty prior to its termination and expiration, however, provided that in the case of clauses each representation and warranty that shall terminate and expire as provided in this Section 9.4, no claim presented in writing for indemnification pursuant to this ARTICLE 9 on the basis of that representation and warranty prior to its termination and expiration shall be affected in any way by that termination and expiration. The indemnification obligations under this ARTICLE 9 or elsewhere in this Agreement shall apply regardless of whether any suit or action results solely or in part from the active, passive or concurrent negligence or strict liability of the indemnified party. The covenants and agreements entered into pursuant to this Agreement to be performed after the Closing shall survive the Closing. Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (isuch claims for indemnity involving third-party claims being collectively referred to herein as the “Indemnity Claim”), (ii) with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party, together with a statement of such information respecting any of the foregoing as it shall have. Such notice shall include a formal demand for indemnification under this Agreement. If the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement in sufficient time to permit the indemnifying party or its counsel to defend against an Indemnity Claim and (iii) aboveto make a timely response thereto, PHMD the indemnifying party’s indemnity obligation relating to such Indemnity Claim shall be liable only limited to the extent that such Taxes are in excess of failure has actually prejudiced or damaged the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit indemnifying party with respect to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementIndemnity Claim.

Tax Indemnification. PHMD 1 (a) Xxxx and, upon the Effective Date of the Plan, its successor, Reorganized Xxxx, shall indemnify the DSKX Indemnified Persons Affinia Entities and hold them harmless from all Liability for all pending and against future (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), Excluded Taxes; (ii) all Transfer Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable and VAT required to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred be borne by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due Xxxx pursuant to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement)Section 8 below; and (iii) all costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i) and (ii). (b) Affinia shall indemnify Xxxx and its Affiliates and hold them harmless from all Liability for all pending and future (i) Taxes that are imposed on or payable with respect to the responsibility of Company Acquired Companies or the Business, other than Excluded Taxes; (ii) Transfer Taxes and VAT required to be borne by Affinia and the Affinia Entities pursuant to Section 5.6(b)8 below; provided(iii) an amount equal to the product of (A) 28% and (B) Incremental Subpart F Income; and (iv) all costs and expenses, howeverincluding reasonable legal fees and expenses, that attributable to any item in the case of clauses (i) through (iii), . (c) Any indemnity payment to be made pursuant to this Section 1 shall be paid no later than the later of (i) ten days after the indemnified party makes written demand upon the indemnifying party and (ii) and five days prior to the date on which the underlying amount is required to be paid by the indemnified party (iii) aboveprovided that, PHMD where no payment is required to be made by the indemnified party, the indemnity payment shall be liable only to made at the extent that such Taxes are time specified in excess of the amount, if any, taken into account as a liability clause (i)). (d) The indemnification provisions in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 1 shall survive until sixty (60) days following the expiration of the statute of limitations any applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) From and after the Closing Date, subject to the limitations set forth in Section 7.05 and the provisions of Section 7.09, Sellers, jointly and severally, shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the DSKX Indemnified Persons "PURCHASER INDEMNITEES") against and hold them harmless from and against (i) all liability for Taxes of the Radiancy Group Company and its Subsidiaries for the Pre-Closing Tax Period, (ii) all liability for Taxes of the Company and its Subsidiaries for the Straddle Period or the Post-Closing Tax Period to the extent that the relevant action which causes the Tax occurred in a Pre-Closing Period (excluding a Pre-Closing period injection of capital which results in a reduction of the tax losses carry forwards), (iii) all liability for Income Taxes of Sellers or any other Person which is or has been affiliated with Sellers (other than the Company or any of its Subsidiaries), and (iv) all liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (iii) above. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless a Purchaser Indemnitee from any liability for Taxes attributable to extraordinary transactions undertaken any action taken on or after the Closing Date at by the direction Purchaser, any of DSKXits Affiliates (including the Company or any of its Subsidiaries), or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required by Applicable Law or by this Agreement) (a "PURCHASER TAX ACT") or attributable to a breach by the Purchaser of its obligations under this Agreement. (b) From and after the Closing Date, subject to the limitations set forth in Section 7.05 and the provisions of Section 7.09, the Purchaser shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the "SELLER INDEMNITEES") against and hold them harmless from (i) all liability for Taxes of the Company and its Subsidiaries other than Taxes described in 7.01(a)(i) through (iv), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable attributable to a Purchaser Tax Act or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred to a breach by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and Purchaser of its Affiliates of the Business Assets obligations under this Agreement); , and (iii) all Taxes that are the responsibility of Company pursuant liability for reasonable legal fees and expenses attributable to Section 5.6(b); provided, however, that any item in the case of clauses clause (i), ) or (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (a) Sellers shall indemnify the DSKX Indemnified Persons and hold them harmless (freistellen) Purchaser, or at the election of Purchaser, the respective Target Group Company from and against against: (i) all any liability for any Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable relating to extraordinary transactions undertaken time periods prior to or arising on the Closing Date at (for the direction avoidance of DSKXdoubt for interest and penalties also for the period after the Closing Date if they are assessed on Taxes until and including the Closing Date), whereby such indemnification shall only apply if Taxes are actually levied on any of the Target Group Companies or a legal successor, but not, for the avoidance of doubt, if any increased taxable income may be set-off against tax loss carry forwards until the Closing Date; with respect to Taxes payable for a Tax period (Veranlagungszeitraum/Erhebungszeitraum) which begins prior to the Closing Date and which ends after such date (a “Straddle Period”), the portion of such Taxes allocable to the period prior to the Closing Date shall be computed as if this period until Closing Date was a separate fiscal year (however with respect to interest/ Tax loss carry forwards and ongoing Tax losses the transactions contemplated by this Agreement and a potential forfeiture of those losses shall be considered in such a Straddle Period); and (ii) all any damage resulting from a breach of the Tax warranty provided in Section 8.20. (b) Seller’s obligation set out in Section 7.1(a) does not apply if and to the extent such Taxes: (i) have been paid by any Target Group Company before Closing or accrued for as Tax liabilities/provisions in the Closing Accounts irrespective of whether such liability or provision relates to the specific Taxes of Radiancy Group giving rise to such claim; (ii) have been recovered, or are recoverable through commercially reasonable efforts, by Purchaser or any Affiliates thereof of the Target Group Companies from any third party (other than the Radiancy Groupparticularly under an insurance policy), including any liability but only in the net amount after Taxes in case the recovery is taxable; (iii) result from a change of accounting methods for Taxes allocable or practices for Taxes by Purchaser or Target Group Companies after the Closing Date that A.Prot. 2014/125 CuS 49 relate to the period before the Closing Date unless such change, Taxation or practice is required by Law for periods prior to the Closing Date; (iv) are the result of any reorganization, restructuring, transformation, change of corporate form or action of Purchaser and/or the Target Group Companies after the Closing Date with retroactive effect prior to the Closing Date; (v) correspond to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group can be offset against reductions, refunds or any Affiliates thereof (other than the Radiancy Group) kind of savings of Taxes, inter alia, due to the conveyance by PHMD and its Affiliates lengthening of depreciation periods or higher depreciation allowances or from a transfer of taxable items or events from one calendar or fiscal year into another or from one legal entity to another (together the “Tax Benefits”); it being understood that the net present value of the Business Assets under Tax Benefit shall be considered if it materializes within five (5) years after the Closing Date and that the net present value shall be calculated on the basis of the Tax rates applicable at the Closing Date and an applied discount factor of five (5) per cent per annum. For the avoidance of doubt: (i) quasi permanent effects; (ii) any Tax Benefits that relate to a step-up triggered by the execution or consummation of this Agreement)Agreement and/or the termination of the Silent Partnership; and (iii) all a reduction of the step-up which otherwise would have been triggered by the execution or consummation of this Agreement and/or the termination of the Silent Partnership shall not be considered; (vi) the respective Taxes have been caused by a material non-compliance of any Target Group Company, Purchaser, or any of their Affiliates after the Closing Date with the procedures set forth under this Agreement; or (vii) result from income that are may be offset against a loss-carry back or loss carry forward available at the responsibility level of the relevant Target Group Company pursuant and generated in periods or portions thereof ending on or before the Closing Date. (c) Indemnification payments made by Sellers under Section 7.1(a) shall become due on the tenth (10th) Business Day after Sellers’ receipt of Purchaser’s written notice that a Tax liability to Section 5.6(b); provided, however, that in be indemnified has occurred (including notification about the case corresponding payment date and a copy of clauses (ithe underlying Tax assessment or payment order), (ii) and (iii) abovebut in no case earlier than ten days before the date at which the underlying Tax becomes due for payment. Purchaser shall procure at Seller’s cost that the Target Group Companies undertake commercially reasonable efforts at Sellers’ expense to achieve a deferred payment date, PHMD shall be liable only in par- A. Prot. 2014/125 CuS 50 ticular but not limited to the application for a suspension of enforcement of tax payment obligation or equivalent application in foreign jurisdiction, to the extent that such Taxes are in excess of the amountlegally available, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and unless instructed otherwise by reducing Sellers. If the amount of any indemnity Taxes for which an indemnification payment by has been made is subsequently reduced, the difference between the higher indemnification payment and the lower amount of Taxes shall be reimbursed by Purchaser to Sellers, including all interests after Taxes (xnet) any tax benefit related thereto. Section 7.4(c) and Section 10.10 shall apply mutatis mutandis to the DSKX Indemnified Persons that is attributable existence of over indemnification and the reimbursement obligation of Purchaser. (d) Any payments made pursuant to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 7.1 shall be without duplication with amounts otherwise payable under this Agreementmade free of any withholding or deduction save where such withholding or deduction is required by Law.

Tax Indemnification. PHMD shall indemnify the DSKX Indemnified Persons and hold them harmless from and against (i) all Sphinx shall indemnify and hold harmless the Arion Indemnified Parties from and against: (A) except to the extent such Taxes are indemnified under Section 6.9(a)(ii)(D), (1) Taxes of the Radiancy Group Purchased Entities for the all Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Periods, (ii2) all Taxes of Radiancy Group imposed on or any Affiliates thereof (other than with respect to the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Purchased Assets for any Pre-Closing Tax Period and including all (3) Taxes incurred imposed on or with respect to the Business for any Pre-Closing Tax Period, (B) Taxes arising out of any breach of any covenant made by the Radiancy Group Sphinx or any Affiliates thereof of its Subsidiaries in this Agreement or any other Transaction Document, (other than the Radiancy GroupC) due Taxes arising from and attributable to the conveyance Sphinx Pre-Closing Restructuring Steps (except for Transfer Taxes as provided for in Section 6.9(b)) or any other action taken by PHMD Sphinx and its Affiliates in order to effectuate or otherwise incurred in connection with the restructuring transactions contemplated in Section 2.8(a) hereof and (D) Taxes arising under Section 1.1502-6 of the Business Assets under this Agreement); and 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 prior to the Closing, in each case excluding any (iiix) all additional Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses would not have been incurred (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such exceeds the Taxes are in excess that otherwise would have been incurred) but for (1) any breach of any covenant made by Arion or any of its Affiliates or (2) any action taken outside the amount, if any, taken into account as a liability in determining ordinary course of business by Arion or any of its Affiliates after the Working Capital Closing but on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes described in other jurisdictionsSection 6.9(a)(ii)(D) (relating to Requested Sphinx Restructuring Steps) or Section 6.9(a)(ii)(E) (relating to certain Taxes attributable to the Arion Pre-Closing Restructuring Steps) (collectively, the “Excluded Tax Liabilities”). PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 7.2 6.9(a)(i), an Arion Indemnified Party may recover such Taxes and Losses one time only. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 9.2 shall survive until sixty not apply to this Section 6.9(a)(i). (60ii) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim Arion shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Sphinx Indemnified Persons Parties from and against (A)(1) Taxes of the Purchased Entities for all Post-Closing Tax Periods, (2) Taxes imposed on the Purchased Assets for any Post-Closing Tax Period, (3) Taxes imposed on or with respect to the Business for any Post-Closing Tax Period, (B) Taxes arising out of any breach of any covenant made by Arion or any of its Affiliates in any Transaction Document, (C) Taxes arising out of any action taken outside the ordinary course of business by Arion or any of its Affiliates after the Closing but on the Closing Date, (D) Taxes arising from or attributable to any Requested Sphinx Restructuring Steps (except for Transfer Taxes as provided for in Section 6.9(b)), and (E) Taxes of the Sphinx Indemnified Parties arising from or attributable to any Arion Pre-Closing Restructuring Steps (except for Transfer Taxes as provided for in Section 6.9(b)) or any other action taken by Arion and its Affiliates in order to effectuate or otherwise incurred in connection with the restructuring transactions contemplated in Section 2.8(b) hereof (provided that, for the avoidance of doubt, this clause (E) shall not take into account any Taxes from the transfer of the Purchased Assets or Purchased Entities hereunder and from any decisions by Arion or its Affiliates as to the jurisdiction or jurisdictions in which the Purchased Assets or Purchased Entities are transferred, including the transfer to Arion or any Other Arion Entity or otherwise), in each case, excluding any additional Taxes that would not have been incurred (to the extent that exceeds the Taxes that otherwise would have been incurred) but for any breach of any covenant made by Sphinx or any of its Affiliates and excluding any Taxes or other amounts subject to indemnification under Section 6.9(a)(i) or Section 9.1(a) hereof. Notwithstanding that a claim for Taxes may fall into multiple categories of this Section 6.9(a)(ii), a Sphinx Indemnified Party may recover such Taxes one time only. 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 6.9(a)(ii). (iii) With respect to the Business, in the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be (A) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such claim shall survive beyond Taxes for the entire period (or, in the case of such date until Taxes determined on an arrears basis, the amount of such claim Taxes for indemnification has been satisfied 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 (B) in the case of Taxes not described in clause (A) (such as franchise Taxes or otherwise resolved. Any amounts paid Taxes that are based on or payable under this Section 7.2 related to income or receipts), the amount of any such Taxes shall be without duplication with amounts otherwise payable under this Agreementdetermined as if such taxable period ended as of the close of business on the Closing Date.

Tax Indemnification. PHMD (a) The Seller shall indemnify the DSKX Indemnified Persons indemnify, defend, and hold them harmless the Purchaser Indemnified Parties (including the Company and the Subsidiaries) from and against (i) any and all Taxes of the Radiancy Group for the Pre-Closing Tax Period imposed on any member (other than the Company, or the Chicago Subsidiaries) of any affiliated, consolidated, unitary or other combined group with which the Company, or the Chicago Subsidiaries files or has filed a Tax Return on a consolidated, unitary or other combined basis during the Relevant Period, except to the extent such Taxes are attributable to extraordinary transactions undertaken on the Closing Date at activities or properties of the direction of DSKX)Company, or the Chicago Subsidiaries, (ii) all any Taxes in the nature of Radiancy Group or penalties and interest imposed on the Purchaser Indemnified Parties (including the Company and the Subsidiaries) to the extent attributable to any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out breach of the Business representations contained in Section 3.09 or ownership covenants in Section 6.01 of the Business Assets for any Pre-Closing Tax Period this Agreement, and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due attributable to the conveyance by PHMD and its Affiliates of Relevant Period for the Business Assets under this Agreement); entity on which such Taxes are imposed, that are not Excluded Taxes and (iii) all any loss, damage, liability or expense (including reasonable fees for attorneys and other outside consultants) incurred in contesting or otherwise in connection with any Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that described in the case of clauses clause (i), (ii) or (iii) of this Section 6.03(a). (b) The Purchaser shall indemnify the Seller Indemnified Parties against (i) any and all Taxes attributable to the activities or property of the Company or the Chicago Subsidiaries for which any Seller Indemnified Party become liable by reason of Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law); (ii) any Taxes in the nature of penalties and interest imposed on the Seller Indemnified Parties to the extent attributable to any breach of the covenants contained in Section 6.01 of this Agreement; and (iii) aboveany loss, PHMD shall damage, liability or expense (including reasonable fees for attorneys and other outside consultants) incurred in contesting or otherwise in connection with any Taxes described in clause (i) or (ii) of Section 6.03(b). (c) The amounts payable or to be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate paid under this Section 7.2 6.03 (the "Tax Indemnity Payments") shall survive until sixty be limited in aggregate amount to the Purchase Price. (60d) days following All Tax Indemnity Payments shall be paid in immediately available funds within five (5) Business Days after the expiration 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 statute of limitations applicable to amount that is the underlying Tax (giving effect to any waiver, mitigation or extension subject of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given Tax Indemnity Payment by the party entitled to PHMD under Section 6.2 or Section 7.1(b) on or prior to receive such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this AgreementTax Indemnity Payment.

Tax Indemnification. PHMD To the extent not remitted by the Responsible Common Equity Holders in accordance with Section 7.9(a)(i), subject to Section 9.2(b)(iii), each Responsible Common Equity Holder shall severally (to the extent of its Responsible Pro Rata Portion) but not jointly indemnify the DSKX Indemnified Persons Company, its Subsidiaries, Parent, and each Parent Affiliate (including the Surviving Corporation) and hold them harmless from and against against, any loss, claim, liability expense, or other damage attributable to (i) all Taxes of the Radiancy Group Company and its Subsidiaries for the all Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Periods, (ii) all Taxes of Radiancy Group any member of any affiliated, consolidated, combined or unitary group of which the Company or any Affiliates thereof of its Subsidiaries (other than or any predecessor of any of the Radiancy Group)foregoing) is or was a member on or prior to the Closing Date, including any liability for Taxes allocable pursuant to or arising out of the Business or ownership of the Business Assets for any PreTreasury Regulations §1.1502-Closing Tax Period and including all Taxes incurred by the Radiancy Group 6 or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and similar state, local or foreign law or regulation, (iii) all Taxes that are of any person (other than the responsibility Company, its Subsidiaries and their respective predecessors) imposed on the Company or any of Company its Subsidiaries as a transferee or successor (by contract or pursuant to Section 5.6(bany law, rule or regulation), which Taxes relate to an event or transaction occurring before the Closing and (iv) the disallowance or other lack of availability of any Transaction Deductions for use on a Post-Closing Tax Return (but only to the extent that the Common Equity Holders in fact were paid a Post-Closing Tax Benefit with respect to such Transaction Deductions); provided, however, that in the case Responsible Common Equity Holders (A) shall not be liable for any Taxes attributable to transactions outside the ordinary course of clauses (i)business occurring after the Closing and not expressly contemplated by this Agreement, (iiB) and (iii) above, PHMD shall otherwise be liable only to the extent that such Taxes are in excess of (x) exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing difference between book and Tax income) in the Closing Working Capital and taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing Final Adjustment Amount or (y) were not taken into account in determining the amount of Merger Consideration pursuant to Section 2.1(d)(iii)(F), and (C) shall be entitled to offset the liability for Taxes of any indemnity payment by the amount of (x) Pre-Closing Period with any tax benefit Tax attributes arising in or with respect to a Pre-Closing Period to the DSKX Indemnified Persons that is attributable extent such Tax attributes have not been and will not be reflected in the Merger Consideration (and, for the avoidance of doubt, any such Tax attribute used to offset the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate Common Equity Holders’ obligations under this Section 7.2 7.9(g) without regard to this subclause (C) shall survive until sixty (60) days following not provide the expiration of the statute of limitations applicable basis for any additional payment to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable Common Equity Holders under this Agreement). The Responsible Common Equity Holders shall reimburse Parent for any Taxes of the Company and/or any of its Subsidiaries that are the responsibility of the Responsible Common Equity Holders pursuant to this Section 7.9 within five (5) Business Days after payment of such Taxes by Parent, the Company or its Subsidiaries.

Tax Indemnification. PHMD The Significant Shareholders shall jointly and severally indemnify the DSKX Parent Indemnified Persons and hold them harmless from and against any Damages attributable to (i) all Taxes (or the non-payment thereof) of the Radiancy Group Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKXPeriod”), (ii) all Taxes of Radiancy Group any member of an affiliated, consolidated, combined or unitary group of which the Company (or any Affiliates thereof (other than predecessor of any of the Radiancy Group)foregoing) is or was a member on or prior to the Closing Date, including any liability for Taxes allocable pursuant to or arising out of the Business or ownership of the Business Assets for any PreTreasury Regulation §1.1502-Closing Tax Period and including all Taxes incurred by the Radiancy Group 6 or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); analogous or similar law, and (iii) any and all Taxes that are of any Person imposed on the responsibility of Company as a transferee or successor, by contract or pursuant to Section 5.6(b)any law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in (x) the case Significant Shareholders shall not be liable for and shall not reimburse for any Taxes excluded from the calculation of clauses current liabilities pursuant to the parenthetical within clause (i), B)(1) of the defined term “Net Working Capital,” (iiy) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of exceed the net amount, if any, reserved for such Taxes on the face of the Closing Date Balance Sheet (rather than in any notes thereto) and taken into account as a liability in determining the Adjustment Amount. The Significant Shareholders shall reimburse the Parent Indemnified Persons for any Damages incurred by them that are attributable to Taxes of the Company that are the responsibility of Significant Shareholders pursuant to this Section 6.5(b) within fifteen (15) Business Days after receipt by the Significant Shareholders of Parent’s written request therefor. To the extent the Significant Shareholders are required to reimburse the Parent Indemnified Persons for any such Damages, the Parent Indemnified Persons shall be required to first exhaust the Indemnity Portion of the Escrow Fund as their sole source of recovery for such Damages prior to pursuing any recovery directly from the Significant Shareholders. Parent shall promptly remit to the Shareholders’ Agent, for further distribution to the Significant Shareholders in accordance with their respective Significant Shareholder Percentage Interests, the amount (if any) by which the liability accrued by the Company pursuant to clause (B)(4) of the defined term “Net Working Capital on the Closing Date as finally determined under this Agreement and by reducing Capital” ultimately exceeds the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMDParent’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementactual accrual therefor.

Tax Indemnification. PHMD a) Sellers shall indemnify the DSKX Indemnified Persons indemnify, defend and hold them harmless Buyers, the Acquired Companies and their respective Affiliates harmless, jointly and severally, from and against (i) all Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable imposed on the Acquired Companies with respect to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including the portion of any Straddle Period ending on the Closing Date (as determined pursuant to (c)), in each case; (ii) all liability (as a result of Treasury Regulation Section 1.1502-6(a) and any analogous provisions of state, local or foreign Laws) for Taxes incurred by the Radiancy Group or of any Affiliates thereof Person (other than the Radiancy GroupAcquired Companies) due which is or has ever been affiliated with the Acquired Companies and joined or was required to join in filing any consolidated, combined or unitary Tax Return, prior to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement)Closing; and (iii) all Transaction Conveyance Taxes; (iv) until those certain administrative clarifications to the FTZ User Authorization are obtained, any liability for Taxes that are imposed as a result of the responsibility FTZ Genpact User Authorization not providing the Tax benefit intended by it to provide; (v) any Taxes imposed on any Buyer or Acquired Company related to any payments made by BAC to a Buyer or Acquired Company, including without limitation, those relating to the payment described in Section 2.4(b), to the extent not paid by BAC; and (vi) a breach of Company Section 4.8 hereof. b) Buyers shall indemnify, defend and hold Sellers harmless, jointly and severally, from and against (i) any liability for Taxes imposed on the Acquired Companies with respect to any Post-Closing Tax Period and the portion of any Straddle Period beginning after the Closing Date (as determined pursuant to Section 5.6(b(c); provided), howeverexcept for those matters described in Sections 11.3(a)(iv) and (v). c) For purposes of this Agreement, that in the case of clauses (i)Taxes that are payable with respect to a Straddle Period, (ii) and (iii) above, PHMD shall be liable only the portion of any such Tax that is allocable to the extent that such Taxes are in excess portion of the amount, if any, taken into account as a liability in determining the Working Capital period ending on the Closing Date as finally shall be: i. 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), deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; and ii. in the case of Taxes imposed on a periodic basis with respect to the assets of the Acquired Entities or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined under this Agreement on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and by reducing the denominator of which is the number of calendar days in the entire period. iii. Any indemnity payments made pursuant to Article II shall be adjusted to account for any net income Taxes (excluding withholding Taxes) imposed upon the receipt of such payment and shall be made net of any Tax Benefit available to the recipient of such payment that results from the loss giving rise to such indemnity payments. For purposes of determining the amount of any indemnity payment Tax Benefit, the recipient of the Tax Benefit shall be deemed to pay Tax at the highest income tax corporate marginal rate in effect in the year such indemnifiable loss is incurred and shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under applicable Law and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from an indemnifiable loss is available in multiple Tax years, the amount of such Tax Benefit for purposes of this (xb) any tax benefit iii shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the DSKX Indemnified Persons that long-term applicable federal rate for the month in which such indemnifiable loss is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementincurred.

Tax Indemnification. PHMD Subject to the limitations set forth in Section 12.3(c)(ii) with respect to Buyer Indemnifiable Losses, Sellers shall indemnify the DSKX Indemnified Persons jointly and severally indemnify, defend and hold them harmless the Buyer Indemnitees from and against any Losses that Buyer Indemnitees may suffer, sustain or become subject to arising out of, in connection with or resulting from (i) all any Taxes of the Radiancy Group for Acquired Entities or with respect to the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Acquired Assets for any Pre-Closing Tax Period and including all the portion of any Taxes incurred by of the Radiancy Group Acquired Entities or any Affiliates thereof (other than the Radiancy Group) due with respect to the conveyance by PHMD and its Affiliates Acquired Assets for any Straddle Period that is allocable (determined in accordance with Section 8.1(c)) to the portion of the Business Assets under this Agreement); and (iii) all Taxes that are Straddle Period ending on the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i)Closing Date, (ii) and (iii) above, PHMD shall be liable only to the extent that such any Taxes are in excess arising by reason of any of the amount, if any, taken into account as Acquired Entities being a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount member of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) Consolidated Group on or prior to such survival termination datethe Closing Date, PHMD’s obligation including pursuant to Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision of Law), (iii) without duplication, the failure of any of the representations and warranties contained in Section 4.10 to be true and correct in all respects (determined without regard to any qualifications related to materiality contained therein) or the failure to perform any covenant contained in this Agreement with respect to Taxes, and (iv) any failure by Coventry to timely pay its portion of Transfer Taxes pursuant to Section 8.2(a) hereof. Notwithstanding the foregoing, Coventry shall not be required to indemnify the Buyer Indemnitees, and Buyer shall indemnify and hold harmless the DSKX Indemnified Persons in respect Seller Indemnitees, from any Taxes to the extent resulting from any action taken by Buyer or the Acquired Entities after the Closing and on the Closing Date outside of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementthe ordinary course of business.

Tax Indemnification. PHMD 9.2.1 Purchaser is obliged to notify the competent tax authority of the commencement of a new business (Betriebseröffnung) within the meaning of § 138 (1) of the General Tax Code (Abgabenordnung, AO) with no undue delay but in no case later than 20 Business Days after the Closing Date. 9.2.2 Sellers, as joint and several debtors, shall indemnify the DSKX Indemnified Persons and hold them harmless Purchaser from and against a potential liability of the Purchaser pursuant to § 75 AO or § 11 para. 2 of the Land Tax Act (Grundsteuergesetz, GrStG). 9.2.3 With regard to any Tax for which Purchaser seeks reimbursement or indemnity under this Section 10, Purchaser shall (i) all Taxes provide to the Sellers’ Representative without undue delay, at the latest (14) fourteen days prior to the expiration of the Radiancy Group for legal objection deadline (Rechtsbehelfsfrist), a copy of the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)respective tax assessment notice or liability claim notice, (ii) all Taxes of Radiancy Group or any Affiliates thereof file in due course a legal objection notice (other than Rechtsbehelf) upon the Radiancy Group), including any liability for Taxes allocable to or arising out reasonable request of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); Sellers’ Representative, and (iii) conduct the legal remedy procedures as reasonably instructed by the Sellers’ Representative, all Taxes at Sellers’ expense that are will be promptly advanced or reimbursed upon demand. 9.2.4 Any indemnification claim of the responsibility of Company pursuant to Purchaser under this Section 5.6(b9 shall become time barred six (6) months after the respective tax notice or liability claim notice has become final, binding and irrevocable (formell und materiell bestandskräftig); provided, provided however, that once Sellers are on notice of an indemnification claim hereunder, such claim shall survive until it has been resolved. Indemnification claims under this Section 9 are not subject to the mitigation, amount or time limitations set forth in Section 8. 9.2.5 Sellers shall indemnify and hold Purchaser harmless against all Taxes imposed on Purchaser by way of a binding assessment (formell bestandskräftiger Bescheid) which is neither preliminary (vorläufig) nor subject to the case of clauses statutory reservation for review by the relevant Tax Authority (Vorbehalt der Nachprüfung), if and to the extent such Taxes: (i)) relate to the activities of the Company during any period ending on or prior to the Closing Date, and (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on have not been paid by the Closing Date as finally determined under this Agreement and or have not been included in the Closing Date Financial Statements by reducing way of a liability (Verbindlichkeit) or a reserve (Rückstellung). For the amount avoidance of any doubt, it is expressly agreed that the aforementioned indemnity also covers tax risks resulting from the activities of legal entities which were contributed to, or the assets of which were taken over by, the Company. 9.2.6 Any indemnity payment by the amount of (x) any tax benefit pursuant to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 9 shall survive until become due within sixty (60) days following the expiration after Purchaser has notified Sellers in writing of the statute respective Tax (such notice to include copies of limitations applicable all relevant Tax assessments), but in no event earlier than ten (10) Business Days before the relevant Tax becomes due and payable to the underlying competent Taxing Authority. Should the Sellers not pay such Tax (giving effect indemnity payment due within the time period set forth herein, Purchaser may pay such amount, if necessary or desirable in Purchaser’s sole discretion, and thereafter Purchaser shall deduct such payment from the Seller-Financing and shall provide to any waiver, mitigation or extension the Sellers’ Representative a calculation of the subject statute then resulting outstanding principal balance of limitations); providedthe Seller-Financing after deduction of the Tax indemnity payment, however, that if notice of a claim and the Seller-Financing shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior thereupon be reduced to such survival termination dateprincipal amount, PHMD’s obligation to indemnify and hold harmless but no other change in the DSKX Indemnified Persons in respect terms of such claim the Seller-Financing shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementoccur.

Tax Indemnification. PHMD shall indemnify (a) Notwithstanding the DSKX Indemnified Persons and hold them harmless from and against (i) all Taxes provisions of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable Article 8, claims relating to extraordinary transactions undertaken on the Closing Date at the direction of DSKX), (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD Article 10 shall be liable only exclusively dealt with in Article 10, except to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of Article 10 makes specific reference to Article 8. (xb) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 VARTA shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons relevant Company from and against any (i) Tax of any of the Companies related to a Pre-Closing Date Tax Period (except to the extent of any accrued liabilities for Taxes shown on the Closing Date Financial Statements) irrespective whether disclosed or not and (ii) any liability for Taxes arising from a breach of any Tax representation and warranty contained in respect Section 10.2 or any other Loss arising therefrom (the sum of such claim (i) and (ii) being referred to herein as a "TAX LOSS"). (c) If acts of VARTA or the Companies before the Closing Date which are not connected with the Companies' operative business, or transactions which were conducted for the preparation of the execution of this Agreement, lead to additional tax liabilities of the Companies for periods after the Closing Date, VARTA shall survive beyond such date until such claim for indemnify the Companies from any Taxes and Losses arising therefrom. (d) VARTA's indemnification has been satisfied or otherwise resolved. Any amounts paid or payable obligation under this Section 7.2 10.5 does not apply to the extent that additional tax liabilities in one fiscal period are compensated by corresponding reduced liabilities in subsequent fiscal periods; in the calculation of the corresponding reduced liabilities; unaccrued interest shall be without duplication with amounts otherwise payable deducted at 6% p.a. or, if the period for deduction is uncertain, at 10% on a flat-rate basis, applying the respective accumulation tax rate in the case of different tax rates. VARTA shall further not be liable under this Article 10 to the extent that any actions of Strategic Partner, its group or the Companies after the Closing Date have given rise to any additional tax liabilities of the Companies related to a Pre-Closing Date Tax Period, except to the extent such actions of Strategic Partner, its group or the Companies were required under this Agreement.

Tax Indemnification. PHMD shall indemnify the DSKX Purchaser Indemnified Persons and hold them harmless from and against (i) all Taxes of the Radiancy Group Foreign Subsidiary for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKXPurchaser), (ii) all Taxes of Radiancy Group Seller Companies or any Affiliates thereof (other than the Radiancy GroupForeign Subsidiary), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Transferred Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group Seller Companies or any Affiliates thereof (other than the Radiancy GroupForeign Subsidiary) due to the conveyance by PHMD and its Affiliates of the Business Transferred Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company Sellers pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictionsSection 2.5. PHMD’s obligation to indemnify and hold harmless Surviving Corporation Purchaser and each Surviving Corporation Purchaser Affiliate under this Section 7.2 9.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 8.2 or Section 7.1(b9.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Purchaser Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 9.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD Subject to the terms of this Article VIII, the Shareholders, severally and not jointly, on a pro rata basis in accordance with their respective Pro Rata Portions, shall save, defend, indemnify the DSKX Indemnified Persons and hold them harmless from and against the Buyer Indemnitees for, without duplication, all (ia) all Excluded Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on that were not taken into account in determining the Closing Date at Working Capital , (b) Taxes arising out of, attributable to, 3063972 45 relating to or resulting from the direction breach or failure of DSKXany of the representations or warranties made by the Company in Section 3.9 (Tax Status), (iic) all any Taxes of Radiancy Group arising out of, attributable to, relating to or resulting from the breach by the Company or any Affiliates thereof (other than the Radiancy Group), including Subsidiary of any liability for Taxes allocable covenant or agreement contained herein which is to be performed on or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on before the Closing Date as finally determined under and (d) costs and expenses, including reasonable legal fees and expenses attributable to any item in clauses (a)-(c) of this Agreement and by reducing the amount of any indemnity payment by the amount of Section 8.8.2 (x) any tax benefit collectively, “Indemnified Taxes”). Notwithstanding anything to the DSKX Indemnified Persons that is attributable to contrary contained in this Agreement, the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation obligations of the Shareholders to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under the Buyer Indemnitees pursuant to this Section 7.2 8.8.2 shall survive until sixty terminate upon forty-five (6045) days following after the expiration of the applicable statute of limitations; provided that as to any Tax Claim for which written notice has been duly given in accordance with this Section 8.8 on or prior to the expiration of the statute of limitations applicable limitations, the indemnification obligation pursuant to the underlying this Section 8.8 shall survive as to such Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim Claim until such Tax Claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise finally resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.

Tax Indemnification. PHMD (i) Notwithstanding anything in this Agreement to the contrary, Seller shall indemnify the DSKX Indemnified Persons Buyer and hold them it harmless from and against (iA) any liability for Taxes (other than Buyer’s share of Transfer Taxes pursuant to Section 6.9(c)(iv)) with respect to the Acquired Assets, Taxes of the Transferred Subsidiaries and any Taxes of Seller imposed with respect to the Transferred Entities, in each case for all Pre-Closing Tax Periods, (B) all Tax liability resulting by reason of the several liability of the Transferred Subsidiaries pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of foreign state or local law or by reason of the Transferred Subsidiaries ever having been a member of any consolidated, combined or unitary group on or prior to the Closing Date, (C) all Taxes payable as a result of a breach of any representation or warranty contained in Section 4.10 and (D) any liability for its share of Transfer Taxes pursuant to Section 6.9(c)(iv). (ii) The Acquirors shall indemnify Seller and hold it harmless from and against (A) any liability for Taxes with respect to the Acquired Assets, the Transferred Entities and the Transferred Subsidiaries for all Post-Closing Tax Periods, (B) any liability for its share of Transfer Taxes pursuant to Section 6.9(c)(iv) and (C) any liability for Taxes directly attributable to a breach by Buyer of its obligations under the Agreement. (iii) In the case of a Straddle Period, Buyer and Seller shall, to the extent permitted by applicable law, elect with the relevant taxing authority to treat such taxable period for all purposes as a short taxable period ending as of the Radiancy Group close of the Closing Date. In any case where applicable law does not permit such an election to be made, Taxes of the Business for the Straddle Period shall be allocated to the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on using an interim closing-of-the-books method assuming that such taxable period ended at the close of the Closing Date at Date, except that (A) exemptions, allowances or deductions that are calculated on an annual basis (such as the direction deduction for depreciation) shall be apportioned on a per-diem basis and (B) real property, personal property, intangibles and other similar ad valorem taxes shall be allocated in accordance with the principles of DSKX), (iiSection 164(d) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for Code. (iv) The parties hereto agree that, notwithstanding any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due provision to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that contrary herein or in the case Ancillary Agreements, Seller shall bear all Transfer Taxes up to $5,000,000 in the aggregate and all Transfer Taxes in excess of clauses (i), (ii) and (iii) above, PHMD $5,000,000 shall be liable only borne 50% by Buyer and 50% by Seller. Notwithstanding the foregoing, if and to the extent that the Transfer Taxes actually incurred exceed the Transfer Taxes that would have been incurred if the Assets were sold to Buyer entirely for cash, Seller shall bear the amount of such excess Transfer Taxes. Seller shall prepare and timely file all Tax Returns relating to such Taxes except for such returns that are legally required to be filed by Buyer, in excess of which case Buyer will prepare and file such returns. (v) Notwithstanding anything in this Agreement to the amountcontrary, if any, taken into account as a Seller shall have no liability in determining the Working Capital on the Closing Date as finally determined under this Agreement in respect of Taxes of the Business which are attributable to any action of the Transferred Subsidiaries and by reducing Transferred Entities, the Acquirors or any of their respective affiliates with respect to any Straddle Period that occurs after the Closing. (vi) The parties hereto agree that any payments made pursuant to the indemnification provisions in this Section 6.9 or in Article IX are intended to be deemed to be an adjustment to the Cash Purchase Price and shall take no position to the contrary for any Tax purpose; provided however, that to the extent that any taxing authority successfully characterizes, in a Final Determination, that any indemnification payments shall be deemed to be income to the party receiving such payments, then the party making such payments shall pay an additional amount to the party receiving such payments to cover appropriate Taxes thereon, and provided, further, that Seller in no event be liable to indemnify or reimburse for any adjustment to the basis of any indemnity payment by the amount asset as a result of (x) any tax benefit an adjustment to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate Cash Purchase Price under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement6.9.

Tax Indemnification. PHMD shall indemnify (a) Subject to Section 12.4(c), after the DSKX Indemnified Persons Closing, Xxxx-Xxxxxx and Xxxxx Fargo, jointly and severally, will indemnify, defend and hold them harmless the Newco Parties from and against (i) any and all Xxxxx Fargo Indemnifiable Taxes of and the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Indemnifiable Losses relating to, (ii) all Taxes of Radiancy Group or any Affiliates thereof (other than the Radiancy Group), including any liability for Taxes allocable to resulting from or arising out of such Xxxxx Fargo Indemnifiable Taxes and any and all Indemnifiable Losses to the Business extent relating to, resulting from or ownership arising out of any breach by Xxxx-Xxxxxx or Xxxxx Fargo of the Business Assets representations and warranties set forth in Section 4.13(b); provided that neither Xxxx-Xxxxxx nor Xxxxx Fargo shall have any -------- obligation to make any payment to any of the Newco Parties pursuant to this Section 12.4(a) unless and until the aggregate amount of all claims arising pursuant hereto exceeds $250,000 and then only for the amount of such excess. (b) Subject to Section 12.4(c), after the Closing, the Loomis Stockholders Trust will indemnify, defend and hold harmless the Newco Parties from and against any Pre-Closing Tax Period and including all Loomis Excluded Taxes incurred by and the Radiancy Group Indemnifiable Losses relating to, resulting from or arising out of such Loomis Excluded Taxes and any Affiliates thereof (other than the Radiancy Group) due and all Indemnifiable Losses to the conveyance extent relating to, resulting from or arising out of any breach by PHMD and its Affiliates Loomis or Xxxxxx Armored of the Business Assets under this Agreementrepresentations and warranties set forth in Section 5.14(d); and (iii) all Taxes provided that are the responsibility Loomis Stockholders -------- Trust shall have no obligation to make any payment to any of Company the Newco Parties pursuant to this Section 5.6(b)12.4(b) unless and until the aggregate amount of all claims arising pursuant hereto exceeds $250,000 and then only for the amount of such excess. (c) The indemnification obligations set forth in this Section 12.4 shall survive until the earlier of the second anniversary of the Closing Date and the consummation of the initial public offering of Newco Common Stock; provided, however, that in the case of clauses (i), (ii) and (iii) above, PHMD shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment claim asserted by the amount of (x) any tax benefit relevant taxing authority -------- ------- prior to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 such time shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation paid or extension of the subject statute of limitations); provided, however, until there is a Final Determination that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect no portion of such claim is owed to such taxing authority. In the event that Xxxx-Xxxxxx or the Loomis Stockholders Trust, as applicable, objects to the calculation of any such indemnification obligations, such party shall, within 30 days of receipt of such claim, submit to Newco a written notice of objection thereto stating in reasonable detail the reason for such objection. In the event that the such party and Newco cannot come to a mutual agreement regarding the claim objected to by such party within 30 days after the receipt by Newco of written notice objecting to such claim, the matter shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolvedbe settled exclusively by arbitration in the manner set forth in Section 12.5(c) hereof. Any amounts paid or payable under this Section 7.2 due to Newco as a result of such arbitration shall be without duplication with amounts otherwise payable under this Agreementpaid promptly following the conclusion of such arbitration.

Tax Indemnification. PHMD (a) Except as provided in this Article 9, Shareholders, jointly and severally, agree that the following shall indemnify constitute liabilities of the DSKX Indemnified Persons and hold them harmless from and against Shareholders (“Retained Liabilities”) for all purposes under this Agreement: (i) all any liability for Taxes of imposed on Company for any taxable period ending on or before the Radiancy Group Closing Date, and for the portion of any Straddle Period (as defined below) ending on the Closing Date (a “Pre-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKXPeriod”), ; (ii) all any Taxes imposed on Company as members of Radiancy Group the “affiliated group” (within the meaning of Section 1504(a) of the Code) of which Company (or any Affiliates thereof (other than predecessor or successor) is the Radiancy Group), including any liability for Taxes allocable to or arising out common parent that arises under Section 1.1502-6(a) of the Business Treasury Regulations and any similar provisions under state or ownership of the Business Assets for any Pre-Closing Tax Period and local law including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and Company as members in a “unitary business” as that term has been defined in U.S. Supreme Court jurisprudence; (iii) the breach by Shareholders or the failure by Shareholders to perform (or cause to be performed) any of the covenants contained in this Article 9; (iv) all Transfer Taxes that for which Shareholders are the responsibility of Company liable pursuant to Section 5.6(b2.13; and (v) reasonable attorneys’ fees, reasonable accountants’ fees and out-of-pocket expenses incurred by Parent in the investigation or defense of any claim arising under Sections 9.2(a)(i)-(iv) or in asserting, preserving or enforcing any of the rights of Parent arising under Article 8 relating to this Article 9, except as otherwise provided in Section 9.4(b); provided, however, that the amount of any indemnification under Article 8 relating to the matters set forth in this Article 9, and the determination of Retained Liabilities, shall not include any accruals and related reserves for Taxes included in the case final determination of clauses Final Net Worth. (b) Parent agrees that the following shall constitute liabilities of the Company assumed by the Parent for all purposes under this Agreement: (i)) any Taxes imposed on Parent or the Company for all taxable periods ending after the Closing Date (except with respect to a Straddle Period, (ii) and (iii) abovein which case Parent will be responsible only for that portion of any Taxes that do not relate to a Pre-Closing Tax Period, PHMD shall be liable only except to the extent that such Taxes are have been included in excess the final determination of Final Net Worth) (“Post-Closing Tax Period”); (ii) any liability for Taxes attributable to a breach by Parent of its obligations under this Agreement; and (iii) reasonable attorneys’ fees, reasonable accountants’ fees and out-of-pocket expenses incurred by Shareholders in the investigation or defense of any claim arising under Sections 9.2(b)(i)-(ii) or in asserting, preserving or enforcing any of the amountrights of Shareholders arising under Article 8 relating to this Article 9, if any, taken into account except as a liability otherwise provided in determining Section 9.4(b). (c) To the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount extent that an obligation of any indemnity payment by the amount of (x) any tax benefit one party pursuant to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following 9.2 may overlap with another obligation of such party pursuant to this Section 9.2, the expiration of the statute of limitations applicable party entitled to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD indemnification under Section 6.2 or Section 7.1(b) on or prior Article 8 relating to such survival termination date, PHMD’s obligation obligations shall be limited to indemnify and hold harmless the DSKX Indemnified Persons only one of such indemnification payments. (d) Whenever in accordance with this Article 9 Parent shall be required to pay Shareholders an amount in respect of such claim shall survive beyond such date until such claim liabilities for indemnification has been satisfied Taxes for Post-Closing Tax Periods or otherwise resolved. Any amounts paid or payable under this Section 7.2 Shareholders shall be without duplication with amounts otherwise payable under this Agreementrequired to pay Parent an amount in respect of liabilities for Taxes for Pre-Closing Tax Periods, such payments shall be made the later of 10 days after requested or 10 days before the requesting party is required to pay the related Tax liability.

Tax Indemnification. PHMD (a) Sellers shall indemnify the DSKX Indemnified Persons and hold them harmless (freistellen) Purchaser, or at the election of Purchaser, the respective Target Group Company from and against against: (i) all any liability for any Taxes of the Radiancy Group for the Pre-Closing Tax Period (other than Taxes attributable relating to extraordinary transactions undertaken time periods prior to or arising on the Closing Date at (for the direction avoidance of DSKXdoubt for interest and penalties also for the period after the Closing Date if they are assessed on Taxes until and including the Closing Date), whereby such indemnification shall only apply if Taxes are actually levied on any of the Target Group Companies or a legal successor, but not, for the avoidance of doubt, if any increased taxable income may be set-off against tax loss carry forwards until the Closing Date; with respect to Taxes payable for a Tax period (Veranlagungszeitraum/Erhebungszeitraum) which begins prior to the Closing Date and which ends after such date (a “Straddle Period”), the portion of such Taxes allocable to the period prior to the Closing Date shall be computed as if this period until Closing Date was a separate fiscal year (however with respect to interest/ Tax loss carry forwards and ongoing Tax losses the transactions contemplated by this Agreement and a potential forfeiture of those losses shall be considered in such a Straddle Period); and (ii) all any damage resulting from a breach of the Tax warranty provided in Section 8.20. (b) Seller’s obligation set out in Section 7.1(a) does not apply if and to the extent such Taxes: (i) have been paid by any Target Group Company before Closing or accrued for as Tax liabilities/provisions in the Closing Accounts irrespective of whether such liability or provision relates to the specific Taxes of Radiancy Group giving rise to such claim; (ii) have been recovered, or are recoverable through commercially reasonable efforts, by Purchaser or any Affiliates thereof of the Target Group Companies from any third party (other than the Radiancy Groupparticularly under an insurance policy), including any liability but only in the net amount after Taxes in case the recovery is taxable; (iii) result from a change of accounting methods for Taxes allocable or practices for Taxes by Purchaser or Target Group Companies after the Closing Date that relate to the period before the Closing Date unless such change, Taxation or practice is required by Law for periods prior to the Closing Date; (iv) are the result of any reorganization, restructuring, transformation, change of corporate form or action of Purchaser and/or the Target Group Companies after the Closing Date with retroactive effect prior to the Closing Date; (v) correspond to or arising out of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group can be offset against reductions, refunds or any Affiliates thereof (other than the Radiancy Group) kind of savings of Taxes, inter alia, due to the conveyance by PHMD and its Affiliates lengthening of depreciation periods or higher depreciation allowances or from a transfer of taxable items or events from one calendar or fiscal year into another or from one legal entity to another (together the “Tax Benefits”); it being understood that the net present value of the Business Assets under Tax Benefit shall be considered if it materializes within five (5) years after the Closing Date and that the net present value shall be calculated on the basis of the Tax rates applicable at the Closing Date and an applied discount factor of five (5) per cent per annum. For the avoidance of doubt: (i) quasi permanent effects; (ii) any Tax Benefits that relate to a step-up triggered by the execution or consummation of this Agreement)Agreement and/or the termination of the Silent Partnership; and (iii) all a reduction of the step-up which otherwise would have been triggered by the execution or consummation of this Agreement and/or the termination of the Silent Partnership shall not be considered; (vi) the respective Taxes have been caused by a material non-compliance of any Target Group Company, Purchaser, or any of their Affiliates after the Closing Date with the procedures set forth under this Agreement; or (vii) result from income that are may be offset against a loss-carry back or loss carry forward available at the responsibility level of the relevant Target Group Company pursuant and generated in periods or portions thereof ending on or before the Closing Date. (c) Indemnification payments made by Sellers under Section 7.1(a) shall become due on the tenth (10th) Business Day after Sellers’ receipt of Purchaser’s written notice that a Tax liability to Section 5.6(b); provided, however, that in be indemnified has occurred (including notification about the case corresponding payment date and a copy of clauses (ithe underlying Tax assessment or payment order), (ii) and (iii) abovebut in no case earlier than ten days before the date at which the underlying Tax becomes due for payment. Purchaser shall procure at Seller’s cost that the Target Group Companies undertake commercially reasonable efforts at Sellers’ expense to achieve a deferred payment date, PHMD shall be liable only in par- ticular but not limited to the application for a suspension of enforcement of tax payment obligation or equivalent application in foreign jurisdiction, to the extent that such Taxes are in excess of the amountlegally available, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and unless instructed otherwise by reducing Sellers. If the amount of any indemnity Taxes for which an indemnification payment by has been made is subsequently reduced, the difference between the higher indemnification payment and the lower amount of Taxes shall be reimbursed by Purchaser to Sellers, including all interests after Taxes (xnet) any tax benefit related thereto. Section 7.4(c) and Section 10.10 shall apply mutatis mutandis to the DSKX Indemnified Persons that is attributable existence of over indemnification and the reimbursement obligation of Purchaser. (d) Any payments made pursuant to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 7.1 shall be without duplication with amounts otherwise payable under this Agreementmade free of any withholding or deduction save where such withholding or deduction is required by Law.

Tax Indemnification. PHMD (a) The Applicable Sellers shall jointly and severally (subject to Section 10.6(a)) indemnify the DSKX Indemnified Persons and hold them each of the Parent Indemnitees harmless from and against all Taxes of KMV Corporation, the Applicable Sellers, the Company, the Surviving Company and any of their respective Subsidiaries (i) with respect to all Pre-Closing Periods, including, but not limited to, any Taxes arising as a result of the deemed sale of assets of KMV Corporation, pursuant to the Section 338(h)(10) Elections, (ii) with respect to any period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion, a "Pre-Closing Partial Period"), (iii) with respect to the change in accounting method adjustment described in Section 4.11(f) of the Company Disclosure Schedule, (iv) payable as a result of a breach of any representation or warranty set forth in Section 4.11 of this Agreement (it being agreed that for purposes of such right to indemnification, the representations and warranties set forth in Section 4.11 of this Agreement shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a Company Material Adverse Effect) and (v) resulting from any breach of Section 7.6 by the Applicable Sellers, KMV Corporation, the Company or any of their respective Subsidiaries. The Applicable Sellers shall be entitled to any net refunds of Taxes with respect to the periods described in clauses (i) and (ii) above, except to the extent such refund arises as a result of a carryback of a loss or other tax benefit from a Post-Closing Period or a Post-Closing Partial Period. (b) Parent shall, and shall cause KMV Corporation, the Surviving Company and their respective Subsidiaries, to indemnify and hold each of the Applicable Sellers harmless from and against all Taxes of the Radiancy Group for the PreSurviving Company and its Subsidiaries (i) with respect to all Post-Closing Tax Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at the direction of DSKX)Periods, (ii) all Taxes with respect to any period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of Radiancy Group or any Affiliates thereof such period beginning the day after the Closing Date (other than the Radiancy Group)such portion, including any liability for Taxes allocable to or arising out of the Business or ownership of the Business Assets for any Prea "Post-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); provided, however, that in the case of clauses (i), (iiPartial Period") and (iii) above, PHMD resulting from any breach of any covenant of the Surviving Company or any of its Subsidiaries. Parent shall be liable only entitled to all refunds of Taxes with respect to the extent that such Taxes are periods described in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of clauses (xi) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (yii) any offsetting above. (c) Any Taxes for a period including a Pre-Closing Partial Period and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 Post-Closing Partial Period shall be without duplication with amounts otherwise payable under apportioned between such Pre-Closing Partial Period and such Post-Closing Partial Period shall be determined pursuant to Section 7.6(e) of this Agreement.

Tax Indemnification. PHMD shall (i) Subject to the limitations set forth in this Article VI, the Controlling Sellers will, severally and not jointly, indemnify the DSKX Indemnified Persons IP and save and hold them it harmless on a Proportionate Basis from and against any liability for Taxes (iother than Conveyance Taxes, as defined below) of BUSA and the BUSA Subsidiaries for all Taxes taxable periods ending on or before the Closing Date and the portion of any Straddle Period (as defined below) ending on the Radiancy Group for the Closing Date (a "Pre-Closing Tax Period (Period"). For the purpose of such indemnification, IP's liability for Taxes shall be determined after the proper application in accordance with the Code of any and all net operating losses, capital losses, or other than Taxes attributable carryforwards or carrybacks of deductions or credits of BUSA and the BUSA Subsidiaries arising in a Pre-Closing Tax Period, and the Controlling Sellers shall have no liability pursuant to extraordinary transactions undertaken on this Section 6.8 for any reduction in net operating losses or other carryforwards from Pre-Closing Tax Periods to periods after the Closing Date at Date. Further, the direction of DSKX), (ii) all Taxes of Radiancy Group Controlling Sellers shall not indemnify or any Affiliates thereof (other than the Radiancy Group), including hold harmless IP from or against any liability for Taxes allocable to or arising out until (1) the total of the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all Taxes incurred by the Radiancy Group or any Affiliates thereof (other than the Radiancy Group) due to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company Controlling Sellers' indemnification obligations pursuant to this Section 5.6(b); provided, however, that in 6.8(a)(i) without regard to this clause exceeds any amounts reserved for Taxes on the case Final Statement (the amount of clauses (i), (iisuch excess being referred to as the "Recoverable Amount") and (iii2) abovesuch Recoverable Amounts, PHMD together with any Losses under Section 6.2(i) hereof and any Losses under Section 6.9 hereof, exceed the Threshold Amount, in which event IP shall be liable only entitled, subject to the extent that such Taxes are other limitations set forth in this Article VI, to recover only the aggregate amount of Losses and Recoverable Amounts in excess of the amount, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreement.the

Tax Indemnification. PHMD (a) Freeport LNG shall indemnify COP and its Affiliates (including the DSKX Indemnified Persons General Partner) and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from and against all Losses for (i) all Taxes of or with respect to the General Partner or Freeport LNG for the Pre-Closing Tax Period, (ii) Taxes of Seller or any other entity (other than the General Partner) which is or has been affiliated with any Freeport Person, (iii) Taxes attributable to a breach by any Freeport Person of a representation, warranty or obligation under this Agreement or any other Transaction Document and (iv) reasonably necessary legal fees and expenses incurred by COP in enforcing its rights under clause (i), (ii) or (iii) above; provided that in the case of a Loss suffered by the General Partner itself that is described in clause (i) above, Freeport LNG shall indemnify COP only for 50% of the Loss. All indemnity payments required by this Section 6.4(a) shall be paid by Freeport LNG to COP regardless of the identity of the Person that suffered the Loss. (b) In the case of any Straddle Period: (i) Property Taxes of the Radiancy Group General Partner and Freeport LNG for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period (other than Taxes attributable to extraordinary transactions undertaken on the Closing Date at "Full Year Property Taxes") multiplied by a fraction, the direction numerator of DSKX), (ii) all Taxes which is the number of Radiancy Group or any Affiliates thereof (other than days during the Radiancy Group), including any liability for Taxes allocable to or arising out of Straddle Period that are in the Business or ownership of the Business Assets for any Pre-Closing Tax Period and including all the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes incurred by of the Radiancy Group or any Affiliates thereof General Partner and Freeport LNG (other than Property Taxes) for the Radiancy GroupPre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (c) due Notwithstanding anything to the conveyance by PHMD and its Affiliates of the Business Assets under this Agreement); and (iii) all Taxes that are the responsibility of Company pursuant to Section 5.6(b); providedcontrary, however, that in the case of clauses (i), (ii) and (iii) above, PHMD Freeport LNG shall be liable only to for and shall pay any and all Taxes arising in connection with the extent that such Taxes are in excess transfer of the amountGP Stock and Freeport LNG shall indemnify and hold harmless COP for any and all such Taxes. (d) All amounts paid by Freeport LNG or the General Partner under the terms of this Section 6 shall be increased to take into account the Tax, if any, taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under this Agreement and by reducing the amount of any indemnity payment by the amount of (x) any tax benefit to the DSKX Indemnified Persons that is attributable to the loss and (y) any offsetting and recoverable Taxes in other jurisdictions. PHMD’s obligation to indemnify and hold harmless Surviving Corporation and each Surviving Corporation Affiliate under this Section 7.2 shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the underlying Tax (giving effect to any waiver, mitigation or extension of the subject statute of limitations); provided, however, that if notice of a claim shall have been timely given to PHMD under Section 6.2 or Section 7.1(b) on or prior to resulting from such survival termination date, PHMD’s obligation to indemnify and hold harmless the DSKX Indemnified Persons in respect of such claim shall survive beyond such date until such claim for indemnification has been satisfied or otherwise resolved. Any amounts paid or payable under this Section 7.2 shall be without duplication with amounts otherwise payable under this Agreementpayment.