Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except From and after the Closing Date, Seller will indemnify, defend and hold harmless Purchaser, the Company and each of their respective directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Purchaser Indemnified Parties”) 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) any Taxes, but only to the extent treated as a liability that such Taxes exceed the accruals for any such Taxes taken into account in calculating the calculation Net Worth Adjustment, of Closing Working Capital, or payable by the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income Taxes of NWS or Company relating to the business of NWS for all (x) being included (or required to be included) on any Pre-Closing Tax Periods; Return, (y) any Pre-Closing Taxes and (z) that portion of any Straddle Period that ends on the Closing Date (calculated as set forth in Section 8.01(d) above), (ii) all income any Taxes for which the Seller is liable under Section 8.07, and (iii) without duplication of amounts included in clauses (i) and (ii) any member Taxes resulting from a breach of an affiliatedthe representations in Section 2.12. The indemnity provided in the foregoing sentence shall include, consolidatedwithout limitation, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date Tax liability arising by reason of a liability under the Company being severally liable for any Taxes of another person pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, analogous state, local or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of foreign Tax provision, by contract as a transferee or successor otherwise, any Tax liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from incurred in connection with the transactions contemplated by this Agreement Agreement, including Taxes resulting from the making of any elections pursuant to Code Section 338(h)(10) as provided in Section 8.06 hereof (other than Purchaser’s share of Taxes described in Section 8.07), and incurred any Tax liability arising in connection with the payments to be made to Company employees pursuant to Section 4.08, including, those payments funded by NWS (except to the extent otherwise Purchaser as set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G 4.08 of the Code or an excise Tax Disclosure Schedule. Notwithstanding anything in this Agreement to the recipient contrary, the Seller shall have no liability under this Agreement in respect of such payments pursuant to Section 4999 Taxes of the CodeCompany relating to any taxable year beginning after the Closing Date which are attributable to any action of the Buyer or any of its Affiliates (including, including any claim or Proceeding by a current or former NWS employee or consultant arising therefromwithout limitation, the Company after the Closing Date) that occurs after the Closing. (b) From and after the Closing Date, Purchaser will indemnify, defend and hold harmless the Seller, and (vi) any failure or alleged failure each of an NWS Plan to comply withits respective directors, or be exempt fromofficers, Section 409A of the Codeemployees, including any Taxes arising therefrom agents and any claim or Proceeding by a current or former NWS employee arising therefrom. In representatives, and each of the above casesheirs, together with executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all claims, actions, causes of action, liabilities, losses, damages, and reasonable out-of-pocket fees expenses and expenses costs resulting from, arising out of or relating to (including attorneys’ and accountants’ feesi) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf any Taxes of the other ShareholdersCompany relating to (x) shall, severally any tax period beginning after the Closing Date (“Post-Closing Tax Periods”) and not jointly (y) that portion of any Straddle Period that begins after the Closing Date (calculated as set forth in accordance with each Shareholder’s Pro Rata SharesSection 8.01(d) above), reimburse Tyler and (ii) any Taxes for which Purchaser is liable for under Section 8.07. The indemnity provided in the foregoing sentence shall include, without limitation, any Tax liability arising by reason of the Company being severally liable for any Taxes of NWS that are another person pursuant to Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign Tax provision, by contract as a transferee or otherwise. (c) Notwithstanding anything to the responsibility of the Shareholders contrary herein, all claims for indemnification pursuant to this Agreement by the Purchaser Indemnified Parties, including those under this Section 8.4 within 15 Business Days after Tyler or 8.04, shall be limited solely to those amounts held by the Surviving Company provides written notice to Escrow Agent in accordance with the Shareholders’ Representative terms of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofEscrow Agreement. (bd) Tyler Notwithstanding anything in this Agreement to the contrary, the Seller shall indemnify have no liability under this Agreement in respect of Taxes of the Shareholders and hold them harmless from Company relating to any Loss taxable year beginning after the Closing Date which are attributable to any breaches action of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler Buyer or any of its Affiliates taking any action or failing to take any actions that cause (including, without limitation, the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and Company after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by Closing Date) that occurs after the Tyler Entities for Post-Closing Tax PeriodsClosing.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of the Closing Working CapitalStatement, Seller shall indemnify the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shallCompany, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving CompanyBuyer, and each Tyler Indemnified Party Buyer Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.14; (ii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Seller in this Article 9; (iii) all income Taxes of NWS the Company or relating to the business of NWS the Company for all Pre-Closing Tax PeriodsPeriods that are not paid by Seller or reserved for on the Financial Statements; (iiiv) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS the Company (or any predecessor of NWSthe Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, state or local Law; and (iiiv) any and all income Taxes of any person Person imposed on NWS the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before during the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth period in this Agreement), (v) all Taxes arising from which Seller was a nondeductible expense under Section 280G shareholder of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefromCompany. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), Seller shall reimburse Tyler Buyer for any Taxes of NWS the Company that are the responsibility of the Shareholders Seller pursuant to this Section 8.4 Article 9 within 15 ten Business Days after Tyler payment of such Taxes by Buyer or the Surviving Company provides written notice Company. Notwithstanding the foregoing, Seller will not indemnify, defend or hold harmless any Buyer Indemnitee from any Liability for Taxes attributable to the Shareholders’ Representative of any action (other than the payment of such Taxes) taken after the Closing Date by Buyer, which notice shall set forth any of its Affiliates (including the amount and type Company) or any transferee of such Taxes with reasonable specificity, and certified evidence Buyer or any of payment thereofits Affiliates. (b) Tyler The representations and warranties of Seller in Section 9.3(a) refer only to past activities of the Company and are not intended to serve as representations to, or warranties regarding, or a guarantee of, nor can they be relied upon with respect to, Taxes attributable to any Tax periods (or portions thereof) beginning after, or Tax positions taken after, the Closing Date. (c) Buyer and the Company shall indemnify Seller and each of the Shareholders Seller Indemnitees, and hold them harmless from and against (i) any Loss attributable to any breaches breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Buyer in this Article 9; (ii) all Taxes of the Tax representations, warranties Company or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) business of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at Company for all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods; (iii) any Taxes allocated to Buyer’s portion of any Straddle Period; and (iv) any and all Taxes of any Person imposed on the Seller relating to an event or transaction occurring after the Closing Date. Buyer or the Company shall reimburse Seller for any Taxes of the Company that are the responsibility of Buyer or the Company pursuant to Section 9.4 or this Subsection 9.3(c) within ten Business Days after any payment of such Taxes by Seller.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shallEach Indemnifying Holder agrees, severally (based on such Company Indemnifying Holder’s Indemnity Pro Rata Share of each Loss covered by this Section 9.3) and not jointly (in accordance with each Shareholder’s Pro Rata Shares)jointly, to indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless the Parent Indemnified Parties from and against (i) any and all income Pre‑Closing Taxes of NWS (and any Losses attributable or relating to the business of NWS for all Pre-Closing Tax Periods; thereto), (ii) any Losses or Taxes incurred or sustained by the Parent Indemnified Parties arising out of a breach of the representations contained in Section 3.11(a) hereof, (iii) all income Taxes (and any Losses attributable or relating thereto) of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS the Company or any of its subsidiaries (or any predecessor of NWSany of the foregoing) is or was a member on or prior to the Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 1.1502‑6 or any comparable provisions of foreign, analogous or similar state, local, or local Law; non‑U.S. law or regulation, and (iiiiv) with the exception of customary commercial leases or contracts that are not primarily related to Taxes entered into in the ordinary course of business and liabilities thereunder, any and all income Taxes (and any Losses attributable thereto) of any person Person (other than the Company and its subsidiaries) imposed on NWS arising under the principles Company or any of its subsidiaries as a transferee or successor liability successor, by contract or by contractpursuant to any law, relating rule or regulation, which Taxes relates to an event or transaction occurring before the Closing Date. Notwithstanding the foregoing, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except each Indemnifying Holder’s indemnity obligation shall not apply to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofwere accounted for in determining Net Working Capital. (b) Tyler shall indemnify the Shareholders and hold them harmless from If any Loss attributable to any breaches of the Parent Indemnified Parties pays a Tax representations, warranties or covenants of Tylerfor which the Indemnifying Holders are liable pursuant to Section 9.3(a) hereof, the Surviving CompanyIndemnified Parties shall be entitled to indemnification from the Indemnifying Holders in accordance with the provisions of, and their Affiliates under subject to the procedure and limitations contained in, this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the CodeArticle IX. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working CapitalSeller shall indemnify Buyer and its officers, the Principal Shareholder directors, shareholders, employees, agents and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party affiliates against and hold them harmless from (i) to the extent not specifically reflected as a Liability in the Statement that is final and against binding on the parties hereto pursuant to Section 2 or the supporting schedules thereto, all liability for Taxes of the Company for all taxable periods of the Company ending on or before the Closing Date and the portion ending on the Closing Date of any taxable period of the Company that includes (but does not end on) such day (a “Pre-Closing Tax Period”), (ii) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or otherwise) for Taxes of Seller or any other corporation which is or has been affiliated with Seller (other than the Company) or the Company, (iii) any breach of any representation or warranty contained in Section 4(h) or any obligation of Seller contained in Section 12, and (iv) all liability for reasonable legal, accounting and other advisor, consultant or expert fees and expenses attributable to any item in clause (i), (ii) or (iii) above. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless Buyer and its affiliates from any liability for Taxes attributable to any action taken after the Closing by Buyer described in Section 12(h). Buyer shall, and shall cause the Company to, indemnify Seller and its affiliates and its officers, directors, shareholders, employees and agents and hold them harmless from (i) all income liability for Taxes of NWS or relating the Company for any taxable period ending after the Closing Date (except to the business extent such taxable period began before the Closing Date, in which case Buyer’s indemnity will cover only that portion of NWS any such Taxes that are not for all the Pre-Closing Tax Periods; Period), (ii) all income liability for Taxes attributable to an act of Buyer described in Section 12(h) and (iii) all liability for reasonable legal, accounting and other advisor, consultant or expert fees and expenses attributable to any item in clause (i) or (ii) above. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), Taxes of any member the Company for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of an affiliated, consolidated, combined, or unitary group the close of which NWS business on the Closing Date. Seller’s indemnity obligation in respect of Taxes for a Straddle Period shall initially be effected by its payment to Buyer of the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the amount of such Taxes for the Pre-Closing Period paid by Seller or any predecessor of NWSthe 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. Seller shall initially pay such excess to Buyer within thirty (30) days after the Return, report or form with respect to the final liability for such Taxes is required to be filed (or, if later, is actually filed). If the amount of such Taxes paid by Seller or was a member any of its affiliates (other than the Company) at any time plus the amount of such Taxes paid by the Company on or prior to the Closing Date exceeds the amount payable by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except Seller pursuant to the extent otherwise set forth in this Agreement)preceding sentence, Buyer shall pay to Seller the amount of such excess within thirty (v30) all Taxes arising from a nondeductible expense under Section 280G of days after the Code Return or an excise Tax form with respect to the recipient of final liability for such Taxes is required to be filed. The payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders made pursuant to this Section 8.4 within 15 Business Days after Tyler paragraph by Seller or the Surviving Company provides written notice Buyer with respect to the Shareholders’ Representative of the payment of such a Straddle Period shall be appropriately adjusted to reflect any final determination with respect to Straddle Period Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. Seller shall indemnify Buyer, its affiliates (a) Except to the extent treated as a liability in the calculation of Closing Working Capitalincluding Valero, the Principal Shareholder Company and the Shareholders’ Representative (on behalf of the other Shareholderstheir respective affiliates) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from and against (i) all income liability for Taxes of NWS or relating to the business of NWS Company and the Subsidiaries for all Prethe pre-Closing Tax Periods; Period, other than ad valorem property Taxes due for the current tax period, (ii) all income Taxes liability (as a result of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502s1.1502-6 6(a) or otherwise or any comparable provisions of foreign, state, local or local Law; foreign tax law) for Taxes of Seller or any other corporation which is or has been affiliated, or been part of a combined, unitary or consolidated group, with Seller (other than the Company), (iii) all income liability for Taxes resulting from the Section 338(g) and 338(h)(10) elections (or any comparable elections under state or local Tax law) contemplated by Section 12(a) and (iv) any other cost or expense relating to such Taxes (including reasonable legal fees and expenses) other than as provided in this Section 11(a). Notwithstanding the foregoing, Seller shall not indemnify and hold harmless Buyer and its affiliates, and each of their respective officers, directors, employees and agents, from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including Valero or the Company) or any transferee of Buyer or any of its affiliates (other than any such action expressly required by Applicable Law or by this Agreement, including the actions described in Section 12(a)) (a "Buyer Tax Act") or attributable to a breach by Buyer, Valero or the Company (after the Closing) of any of their respective obligations under this Agreement. Each of Buyer, Valero and the Company shall jointly and severally (but subject to Section 13(b)) 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 the Company for any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before taxable period beginning after the Closing Date, (ii) all liability for Taxes of the Company for any portion of a Straddle Period (as defined below) that begins after the Closing Date, (iii) all liability for Taxes attributable to a Buyer Tax Act or to a breach by Buyer, Valero or the Company (after the Closing) of any of their respective obligations under this Agreement, (iv) without limiting clause (i) of this paragraph, all liability for ad valorem property Taxes arising from due for the transactions contemplated by this Agreement current tax period and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all any other cost or expense related to such Taxes arising from (including reasonable legal fees and expenses) other than as provided in this Section 11(a). In the case of any taxable period that includes (but does not end on) the Closing Date (a nondeductible expense under Section 280G "Straddle Period"): (i) franchise and similar Taxes based on assets, net worth or a similar measure and real, personal and intangible property Taxes of the Code or an excise Company and the Subsidiaries (all the foregoing, "Value-based Taxes") for the Pre-Closing Tax Period shall be equal to the recipient amount of such Value-based Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company and the Subsidiaries (other than Value-based Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The payments to be made pursuant to the immediately preceding sentence by Seller or Buyer, Valero or the Company with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or successor form) with respect to Straddle Period Taxes. The indemnifying party shall make indemnity payments under this Section 4999 11(a) as follows: (A) for Taxes owing but not yet paid by the indemnified party, either by payments directly to the relevant taxing authority on or before the due date for such Taxes or by payments to the indemnified party at least five days before the date on which such indemnified party is required to pay such Taxes to the relevant taxing authority; (B) for Taxes paid by the indemnified party (including payments for estimated Taxes) by payments directly to such indemnified party on or before the later of (I) the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, Closing Date and (viII) any failure or alleged failure of an NWS Plan five days after the Tax Return with respect to comply with, or such Taxes is required to be exempt from, Section 409A of filed with the Code, including any Taxes arising therefrom relevant taxing authority; and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees (C) for costs and expenses (including attorneys’ reasonable legal fees and accountants’ feesexpenses) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler relating to claims for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of promptly as statements in reasonable detail therefor are received. All such Taxes with reasonable specificity, and certified evidence of payment thereofamounts are to be paid in immediately available funds. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (ai) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), Seller shall indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless the Buyer Indemnified Parties from and against any and all Losses incurred, sustained, suffered or paid by such Buyer Indemnified Party arising out of or as a result of: (iA)(1) all income Taxes of NWS or relating to the business of NWS Purchased Entities for all Pre-Closing Tax Periods; , (2) Taxes imposed on the Purchased Assets for any Pre-Closing Tax Period, (3) Taxes imposed on the Business for any Pre-Closing Tax Period and (4) Taxes arising out of any termination of intercompany accounts in Section 6.16 or the release set forth in Section 6.16(d), (B)(i) Taxes imposed on Seller or its Affiliates as a result of the Restructuring and the Delayed Restructuring or as a result of the transactions contemplated by the Step Plan Schedule, and (ii) all income Taxes described in clause (B)(i) for which a Purchased Entity becomes liable (other than VAT or any Transfer Taxes), (C) Transfer Taxes or VAT that the Seller is responsible for under this Section 6.8, (D) Taxes arising out of (i) any breach of any covenant made by Seller in this Section 6.8, (ii) any breach of any representation or warranty made by Seller in Section 4.8, or (iii) Seller’s or the Other Sellers’ failure to take any action required pursuant to the Step Plan Schedule, or (E) the requirement to make a deduction or withholding from any part of the Purchase Price payable for the Purchased Assets or the Purchased Shares under this Agreement or any other Transaction Document for or on account of any Tax incurred, suffered or sustained by Seller or any of its Affiliates, and (F) Taxes arising under Section 1.1502-6 of the Treasury Regulations or any similar provision of state, local or foreign Law by virtue of any Purchased Entity having been a member of an affiliated, a consolidated, combined, affiliated, unitary or unitary other similar Tax group prior to the Closing, in each case of which NWS clauses (A) through (F), other than Taxes as a result of any action by Buyer or any of its Affiliates after the Closing Date or any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date (other than (a) any action or transaction contemplated by this Agreement including actions taken pursuant to Section 6.16, (b) actions taken at the direction of Seller, (c) actions required by applicable Law (without a reasonable alternative) or (d) Seller’s or its Affiliates’ failure to comply with any covenant or agreement in this Agreement or Seller’s or its Affiliates’ failure to take any action required pursuant to the Step Plan Schedule) (collectively, the “Excluded Tax Liabilities”). Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.8(a)(i), a Buyer Indemnified Party may not recover for the same specific amount of Taxes or Losses more than one time. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 9.2 shall not apply to this Section 6.8(a)(i) (other than as expressly provided in Section 9.2(c) or with respect to Section 9.2(g) or Section 9.2(h)). For the avoidance of doubt, and notwithstanding anything to the contrary herein, (i) the disclosure of the Tax matters set forth on Schedule 4.8 of the Disclosure Letter shall not alter Seller’s indemnification obligations to Buyer for Taxes in this Section 6.8 or in Article 9 (other than with respect to a breach of a representation set forth in Section 4.8), (ii) Section 9.3(d) shall apply to this Section 6.8(a)(i) but only with respect to Losses (including any Excluded Tax Liabilities) in excess of $2,000,000 in the aggregate (it being acknowledged that all such Losses up to $2,000,000 will be satisfied in cash or immediately available funds); (iii) Seller shall not indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses incurred in a Post-Closing Tax Period; provided that the foregoing shall not apply to any Loss pursuant to clauses (A) through (F) hereof (other than under clause (D)(ii), except with respect to any breach of any representation or warranty made in Sections 4.8(c), (i), (l), (p), (r) and (v)), and (iv) the provisions of clauses (B) through (F) hereof shall continue to apply with respect to Delayed Transfer Closings and the immediately preceding clause (iii) shall not limit any recovery in respect thereof. (ii) Except to the extent subject to indemnification pursuant to Section 6.8(a)(i) or Article 9, Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses incurred, sustained, suffered or paid by such Seller Indemnified Party arising out of or as a result of: (A) Taxes arising out of any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date, except to the extent such action was expressly contemplated by this Agreement (including actions taken at the direction of Seller) or required by applicable Law (without a reasonable alternative), (B) Taxes in respect of Restricted Assets, Restricted Split Interests and Split Interests as described in Section 2.6, (C) any Transfer Taxes or VAT that Buyer is responsible for under this Section 6.8 and (D) Buyer’s or the Other Buyers’ failure to comply with any covenant or agreement in this Agreement or Buyer’s or the Other Buyers’ failure to take any action required pursuant to the Step Plan Schedule. Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.8(a)(ii), a Seller Indemnified Party may not recover for the same specific amount of Taxes or Losses more than one time. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 9.2 shall not apply to this Section 6.8(a)(ii) (other than as expressly provided in Section 9.2(c) or with respect to Section 9.2(g) or Section 9.2(h)). (iii) To the extent reasonably practicable (or as otherwise reasonably agreed), Seller and Buyer shall or shall cause the tax year of each Purchased Entity (including by making elections with any predecessor of NWSrelevant Taxing Authority) is or was a member on or that begins before but has not closed prior to the Closing Date to close at the end of the day on the Closing Date to the extent permitted by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local applicable Law; (iii) all income Taxes . In the case of any person Taxes where an applicable Straddle Period is not or cannot be closed pursuant to this Section 6.8(a)(iii), the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date (including for purposes of determining the amount of Taxes attributable to a Pre-Closing Tax Period with respect to such Straddle Period) shall be deemed to be (i) in the case of Taxes imposed on NWS arising a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up through and ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in clause (i) (such as franchise Taxes or Taxes that are based on or related to income, receipts, payroll or specific transactions), the amount of any such Taxes shall be determined based upon an interim closing of the books as if such taxable period ended as of the close of business on the Closing Date which shall be deemed to be 11:59 pm on the Closing Date and shall include all Taxes applicable to transactions that have been consummated during the period prior to such time. With respect to any Purchased Entity that is a flow through entity for Tax purposes or a “controlled foreign corporation” (as defined under the principles Code), Pre-Closing Taxes shall include any Taxes on the allocable income of transferee such entity determined as if the taxable year of such flow through entity or successor liability or by contract, relating to an event or transaction occurring before controlled foreign corporation closed at the end of the Closing Date, (iv) all Taxes arising from based on an interim closing of the transactions contemplated by this Agreement and incurred by NWS (except books method. For the avoidance of doubt, the foregoing shall be subject to the extent otherwise indemnification obligations set forth in this Agreement), (vSections 6.8(a)(i) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (viii) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofabove. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except From and after the Closing Date, subject to the extent treated as a liability limitations set forth in the calculation of Closing Working Capital, the Principal Shareholder Section 7.05 and the Shareholders’ Representative (on behalf provisions of the other Shareholders) shallSection 7.09, severally Sellers, jointly and not jointly (in accordance with each Shareholder’s Pro Rata Shares)severally, shall indemnify Tyler, the Surviving Company, Purchaser and its Affiliates and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the “PURCHASER INDEMNITEES”) against and hold them harmless from and against (i) all income liability for Taxes of NWS or relating to the business of NWS Company and its Subsidiaries for all the Pre-Closing Tax Periods; Period, (ii) all income liability for Taxes of any member 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 an affiliatedcapital which results in a reduction of the tax losses carry forwards), consolidated, combined, or unitary group (iii) all liability for Income Taxes of which NWS (Sellers or any predecessor of NWS) other Person which is or was 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 member Purchaser Indemnitee from any liability for Taxes attributable to any action taken on or prior to after the Closing Date by reason the Purchaser, any of a liability under Treasury Regulation Section 1.1502-6 its Affiliates (including the Company or any comparable provisions of foreign, stateits Subsidiaries), or local Law; any transferee of Purchaser or any of its Affiliates (iii) all income Taxes of other than any person imposed on NWS arising under the principles of transferee or successor liability such action expressly required by Applicable Law or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), ) (va “PURCHASER TAX ACT”) all Taxes arising from or attributable to a nondeductible expense breach by the Purchaser of its obligations under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofAgreement. (b) Tyler 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 Shareholders “SELLER INDEMNITEES”) against and hold them harmless from any Loss (i) all liability for Taxes of the Company and its Subsidiaries other than Taxes described in 7.01(a)(i) through (iv), (ii) all liability for Taxes attributable to a Purchaser Tax Act or to a breach by the Purchaser of its obligations under this Agreement, and (iii) all liability for reasonable legal fees and expenses attributable to any breaches of the Tax representations, warranties item in clause (i) or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1(ii) of the Codeabove. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to The Sellers shall indemnify the extent treated as a liability in the calculation of Closing Working CapitalCompany, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify TylerParent, the Surviving CompanyCorporation, and each Tyler Indemnified Party Parent Indemnitee and hold them harmless from and against (ia) any Loss attributable to any breach of or inaccuracy in any of the representations and warranties set forth in Section 3.10; (b) any Loss attributable to any breach or violation by the Sellers of, or failure of the Sellers to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all income Taxes of NWS the Company or relating to the business of NWS the Company for all Pre-Closing Tax Periods; (iid) all income or franchise Taxes of any member of an affiliated, consolidated, combined, Affiliated Group (other than an Affiliated Group that includes Parent or unitary group any of its Affiliates (other than the Company and its Subsidiaries)) of which NWS the Company or any of its Subsidiaries (or any predecessor of NWSthe Company or its Subsidiaries) is or was a member on or prior to the Closing Date by reason of a liability that are imposed on the Company or its Subsidiaries under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, state or local LawLaw (but excluding any such liability for such Taxes to the extent directly or indirectly attributable to membership in any Affiliated Group for any period (or any portion of a period) beginning after the Closing Date); and (iiie) any and all income Taxes of any person Person imposed on NWS the Company or its Subsidiaries arising under the principles of transferee or successor liability or by contract, relating if the liability for such Taxes relates to an event or transaction both occurring before the Closing Date and effected or entered into by the Company or any of its Subsidiaries prior to the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided, however, that the Sellers shall not be responsible for, and shall have no obligation to indemnify and hold the Company, Parent, the Principal Shareholder Surviving Corporation or any Parent Indemnitee harmless from and against (1) Taxes resulting from any breach by Parent of Section 7.1(c), or (2) Taxes, to the extent such Taxes are treated as a liability in the calculation of Closing Working Capital. The Representative and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), Sellers shall reimburse Tyler Parent for any Taxes of NWS the Company that are the responsibility of the Shareholders Sellers pursuant to this Section 8.4 7.2 within 15 ten (10) Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall Taxes by Parent or the Company. Notwithstanding anything to the contrary set forth herein, the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches obligation of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating Sellers to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, indemnify and hold harmless the Shareholders Company, Parent, the Surviving Corporation and their respective agentseach Parent Indemnitee, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result the matters set forth in the first sentence of or arising from all Taxes payable this Section 7.2 shall be governed solely by the Tyler Entities for Post-Closing Tax Periodsthis Section 7.2.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder Thomson and the Shareholders’ Representative its Affiliates shall indemnify Purchaser and its Affiliates (on behalf of the other Shareholdersincluding U.S. NewCo) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against all Losses arising out of or resulting from (i) all income any liability, obligation or commitment, whether or not accrued, assessed or currently due and payable, for any Taxes of NWS U.S. NewCo for any period ending on or relating to before the business of NWS for all Closing Date (including the Pre-Closing Tax Periods; Period of any Straddle Period) and (ii) all income any breach of a representation set forth in Section 3.18 (Tax Returns, Payments and Elections). For the avoidance of doubt, such indemnification shall not be subject to the limitations of Section 8.5. (b) Notwithstanding the foregoing terms of Section 8.2 to the contrary, in the event that any Governmental Authority informs Thomson or any of its Affiliates, on the one hand, or Purchaser or any of its Affiliates, on the other hand, of any notice of a proposed audit or other dispute concerning an amount of Taxes with respect to which the other Party may incur liability hereunder, the Party so informed shall promptly (and in any case within ten (10) days) notify the other Party of such matter, by facsimile or e-mail, confirmed by regular, first-class mail. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Governmental Authority with respect to such matter. If an Indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it may be indemnified hereunder and such party fails to provide the Indemnifying Party prompt notice of such asserted Tax liability, then the Indemnifying Party shall not be liable to the Indemnified Party to the extent that the Indemnifying Party is actually prejudiced as a result thereof. (c) Thomson shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes of any member of an affiliated, consolidated, combined, or unitary group of U.S. NewCo ("Tax Claims") (i) which NWS (or any predecessor of NWS) is or was a member relate to periods ending on or prior to the Closing Date by reason Date, (ii) which relate to the Pre-Closing Portion of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignStraddle Period provided that Purchaser may, stateat its own expense, participate in such Tax Claim, or local Law; (iii) all income with respect to which Thomson may reasonably be expected to indemnify Purchaser. Purchaser shall control any other Tax Claims. Subject to the preceding sentence, in the event that an adverse determination may result in each Party having a responsibility for any amount of Tax under this Article VIII, each Party shall be entitled to fully participate in that portion of the proceeding relating to the Taxes for which it may incur liability hereunder. Each Party shall, upon request, promptly provide to the other Party or its designated Affiliate powers of attorney or similar authorizations necessary to permit such other Party, it Affiliates and Representatives to carry out the purposes of this Section 8.3(c). For purposes of this Section 8.3(c), the term "participate" shall include (i) participation in conferences, meetings or Proceedings with any Governmental Authority, the subject matter of which includes an item for which such Party may have liability hereunder, (ii) participation in appearances before any court or tribunal, the subject matter of which includes an item for which a Party may have liability hereunder, and (iii) with respect to matters described in the preceding clauses (i) and (ii), participation in the submission and determination of the content of the documentation, protests, memoranda of fact and law and briefs, and the conduct of oral arguments and presentations. (d) Neither Purchaser nor Thomson shall agree to settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may materially affect the liability for Taxes hereunder of the other Party, without such other Party's consent, which consent shall not be unreasonably withheld or delayed; provided that use of losses or credits of any person imposed period ending on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses Date (including attorneys’ and accountants’ feesthe Pre-Closing Portion of any Straddle Period) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler to offset liability for Taxes for any period ending on or before the Closing Date (including the Pre-Closing Portion of any Straddle Period) shall not be considered to materially affect the liability for Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofPurchaser. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except Subject to Section 9.4(c), Parent, the Members and the Company Principals shall be jointly and severally liable for, and shall indemnify Buyer and its Affiliates (including after the Closing the Company, its Subsidiaries and the Non-Registered Funds) and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from, their respective Allocable Share of (i) all liability for Taxes of the Company, its Subsidiaries and the Non-Registered Funds for the Pre-Closing Period (including all liability for Taxes of other Persons as a result of Treasury Regulation ss.1.1502-6(a) or comparable provisions under state, local or foreign law) which are not taken into account in the Adjustment Amount (other than Taxes resulting from an action taken by Buyer, the Company, any Subsidiary of Buyer or any Non-Registered Fund on the Closing Date but after the Closing that is outside of the ordinary course of business), (ii) any Losses resulting from any breach of any representation or warranty of the Symphony Parties in Section 8.1 (without giving effect to any qualifications relating to materiality), (iii) any Losses resulting from any breach of any covenant of the Symphony Parties relating to Taxes contained in this Agreement and (iv) all liability for reasonable legal fees and expenses attributable to any item in clause (i), (ii) or (iii) above. Notwithstanding anything to the extent treated as a liability contrary contained herein, it is understood and agreed that in no event shall Parent and SAMI, on the calculation one hand, or Maestro and the Company Principals, on the other hand, be liable for the other's Allocable Share of Closing Working Capitalany such Losses. (b) Buyer shall, and shall cause the Company and its Subsidiaries to, indemnify Parent, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shallMembers, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, their respective Subsidiaries and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from and against (i) all income liability for Taxes of NWS or relating to the business of NWS Company, its Subsidiaries and the Non-Registered Funds for all Preany Post-Closing Tax Periods; Period (and for Taxes resulting from an action taken by Buyer, the Company, any of their Subsidiaries or any Non-Registered Fund on the Closing Date but after the Closing that is outside of the ordinary course of business), (ii) all income Taxes any Losses resulting from any breach of any member covenant of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior Buyer relating to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; Taxes contained in this Agreement and (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any for reasonable out-of-pocket legal fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties item in clause (i) or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1(ii) of the Codeabove. (c) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes of the Company, its Subsidiaries and the Non-Registered Funds for the Pre-Closing Period included in the Straddle 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 a Pre-Closing Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company, its Subsidiaries and the Non-Registered Funds (other than real, personal and intangible property Taxes) for the Pre-Closing Period included in the Straddle Period shall be computed as if such taxable period (and the taxable period of any entity taxable as a partnership in which the Company, any of its Subsidiaries or any of the Non-Registered Funds directly or indirectly owns an ownership interest) ended as of the close of business on the Closing Date. (d) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, obligation to indemnify and hold harmless a party pursuant to this Section 8.5 shall terminate at the Shareholders and their respective agentstime the applicable statute of limitations with respect to the Tax liabilities in question expires (giving effect to any extensions thereof); provided, representativeshowever, Affiliatesthat such obligation shall not terminate with respect to any item as to which the Person to be indemnified or the related party thereto shall have, beneficiaries and heirsbefore the expiration of the applicable period, and employees at all times from and after the Effective Time from and against all Losses incurred previously made a claim by any delivering a notice of such indemnified Persons as a result claim to the indemnifying party. (e) The principles of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsSection 9.4(a) shall apply to any indemnity payment under this Section 8.5.

Tax Indemnification. (a) Except From and after the Applicable Closing Date, and without duplication, LivaNova shall indemnify and hold harmless the Purchaser Indemnitees from and against any and all Losses for (i) Taxes attributable to the ownership and operation of the Transferred Assets or the Business attributable to all Pre-Closing Tax Periods, (ii) Taxes of the Transferred Subsidiaries attributable to all Pre-Closing Tax Periods, (iii) Taxes imposed on LivaNova or any of its affiliates (not including the Transferred Subsidiaries) for any taxable period except to the extent treated such Taxes are attributable solely to (A) Purchaser’s ownership or operation of the Transferred Subsidiaries, the Transferred Assets or the Business or (B) items of income of the Transferred Subsidiaries arising in a Post-Closing Tax Period, (iv) any breach by XxxxXxxx or any of its affiliates of the representations and warranties contained in Section 3.14 or of any covenant or agreement contained in Sections 1.05 and 9.06 and this Article X (other than a breach by a Transferred Subsidiary following the Applicable Closing Date), (v) Taxes of another person (other than a Transferred Subsidiary) imposed on a Transferred Subsidiary (A) as a liability transferee or successor due to transactions occurring on or prior to the Applicable Closing, (B) as a result of contracts or agreements entered into (other than commercial contracts entered into in the calculation ordinary course of business the primary subject matter of which is not Taxes)on or prior to the Applicable Closing, or (C) as a result of such Transferred Subsidiary being included in any fiscal unity or consolidated, affiliated, combined, unitary or similar group at any time prior to the Applicable Closing Working CapitalDate, the Principal Shareholder and the Shareholders’ Representative (vi) Transfer Taxes imposed on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata SharesLivaNova pursuant to Section 10.01(b), indemnify Tyler(vii) all liability for VAT imposed on LivaNova or any Seller pursuant to Section 10.02(i) and (viii) all Taxes (other than Transfer Taxes addressed in Section 10.01(b)) and VAT addressed in Section 10.02(i)) imposed in connection with the Restructuring, in each case, to the Surviving Companyextent such liability for Taxes is not included in the determination of Net Working Capital as finally determined hereunder. Notwithstanding the foregoing, XxxxXxxx shall not have any obligations under this Section 10.03(a) for any liability for Taxes that results from any breach of any covenants or agreements of Purchaser or its affiliates under this Agreement. (b) From and after the Applicable Closing Date, and each Tyler Indemnified Party without duplication, Purchaser shall indemnify and hold them harmless the Seller Indemnitees from and against (i) all income liability for Taxes of NWS or relating attributable to the business ownership and operation of NWS the Transferred Assets, the Transferred Subsidiaries or the Business for all PrePost-Closing Tax Periods; Periods (other than any such amounts arising as a result of a breach of the representations contained in Sections 3.14(a)(viii), 3.14(a)(ix), 3.14(a)(x)), or 3.14(d) and any other amounts that are properly indemnifiable by XxxxXxxx pursuant to Section 10.03(a)), (ii) all income Taxes any breach by Purchaser or any of its affiliates of any member of an affiliated, consolidated, combined, any covenants or unitary group of which NWS agreements in Sections 1.05 and 9.06 and this Article X (or any predecessor of NWS) is or was other than a member breach by a Transferred Subsidiary on or prior to before the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignClosing), state, or local Law; (iii) all income liability for Transfer Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating Purchaser pursuant to an event or transaction occurring before the Closing Date, Section 10.01(b) and (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments liability for VAT imposed on Purchaser pursuant to Section 4999 of 10.02(i). Notwithstanding the Codeforegoing, including Purchaser shall not have any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (viobligations under this Section 10.03(b) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any liability for Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless results from any Loss attributable to breach of any breaches covenants or agreements of the Tax representations, warranties LivaNova or covenants of Tyler, the Surviving Company, and their Affiliates its affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the CodeAgreement. (c) The Tyler EntitiesIn the case of any Straddle Period, jointly and severallyTaxes shall be allocated to the Pre-Closing Tax Period in accordance with Section 10.01(b)(iii). (d) Notwithstanding any other provision in this Agreement, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time Purchaser Indemnitees shall not have any right to indemnification (i) under Section 10.03(a)(i) or Section 10.03(a)(iv) from and against all Losses incurred by any Taxes of such indemnified Persons as a result of or arising from all Taxes payable by any person that are attributable to the Tyler Entities for Post-Closing Tax PeriodsPeriod (other than with respect to a breach of the representations contained in Sections 3.14(a)(viii), 3.14(a)(ix) 3.14(a)(x) or 3.14(d)) or (ii) under this Section 10.03 due to the unavailability in any Post-Closing Tax Period of any net operating losses, credits or other Tax attributes otherwise attributable to the Pre-Closing Tax Period. (e) None of Purchaser, the Transferred Subsidiaries or any affiliate of Purchaser shall, without the prior written consent of LivaNova (such consent not to be unreasonably withheld, conditioned, or delayed) engage in any transaction (other than any transactions expressly contemplated by this Agreement, the Ancillary Agreements, or the Restructuring Plan) on the Initial Closing Date but after the Initial Closing that is outside the ordinary course of business.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), The Stockholder shall indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party Purchaser Indemnitees and hold them harmless from and against (ia) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in this Section 8.06; (c) all income Taxes of NWS the Company, the Stockholder or relating to the business of NWS Business for all Pre-Closing Tax Periods; (iid) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS the Company (or any predecessor of NWSthe Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iiie) any and all income Taxes of any person Person imposed on NWS the Company arising under the principles of transferee or successor liability or by contractContract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth ; in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), . The Stockholder shall reimburse Tyler Purchaser for any Taxes of NWS the Company that are the responsibility of the Shareholders Stockholder pursuant to this Section 8.4 8.06 within 15 five Business Days after Tyler or the Surviving Company provides payment of such Taxes by any Purchaser Indemnitee. Pxxxxxxxx agrees to give written notice to the Shareholders’ Representative Stockholder promptly upon the receipt of any written notice by the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposesPurchaser, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Purchaser’s Affiliates taking that involves the assertion of any action claim, or failing the commencement of any Proceeding, in respect of which an indemnity may be sought by Purchaser pursuant to take this Section 8.06 (a “Tax Claim”); provided, that failure to comply with this provision shall not relieve the Stockholder of his indemnification obligations, except and only to the extent that the Stockholder forfeits rights or defenses by reason of such failure. Purchaser shall control the contest or resolution of any actions Tax Claim; provided, however, that cause Purchaser shall obtain the Merger to fail to qualify as a reorganization under Section 368(a)(1) prior written consent of the Code. Stockholder (cwhich consent shall not be unreasonably withheld, delayed, denied, or conditioned) The Tyler Entitiesbefore entering into any settlement of a Tax Claim or ceasing to defend such Tax Claim; and, jointly and severallyprovided, covenant and agree further, that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after Stockholder shall be entitled to participate in the Effective Time from and against all Losses incurred by any defense of such indemnified Persons as a result Tax Claim and to employ counsel of or arising from all Taxes payable his choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Tyler Entities for Post-Closing Tax PeriodsStockholder.

Tax Indemnification. (ai) Except The Seller and the Parent shall indemnify the Purchaser, each DMS Shares Company and each DMS Subsidiary, in each case to the extent treated not accrued for as a liability Taxes payable (other than as deferred Taxes) on the Closing Date Balance Sheets (adjusted appropriately for any payment of excess accrued current Taxes payable pursuant to Section 4.6(d)(v) and adjusted to the extent such accrued Taxes previously offset amounts otherwise payable by the Seller and/or the Parent in the calculation of Closing Working Capital, the Principal Shareholder connection with Section 4.6(d)(iv) and the Shareholders’ Representative (on behalf of the other Shareholdersthis Section 4.6(g)) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (iA) all income any Taxes of NWS or relating to the business of NWS for all any Pre-Closing Tax Periods; (ii) all income Period resulting from, arising out of, relating to or caused by any liability or obligation of any DMS Tax Company or DMS Subsidiary for Taxes of any member person other than a DMS Tax Company or DMS Subsidiary and all losses, claims, liabilities, costs and expenses (including without limitation reasonable expenses of an affiliated, consolidated, combined, or unitary group of which NWS investigation and reasonable attorneys' fees and disbursements) (or any predecessor of NWS"Losses") is or was a member on or prior relating to the Closing Date by reason of a liability such Taxes (1) under Treasury Regulation Section 1.1502-6 (or any comparable provisions similar provision of foreign, state, local or local foreign Law; ), (iii2) all income Taxes of any person imposed on NWS arising under the principles of as a transferee or successor liability or successor, (3) by contract, relating to an event or transaction occurring before the Closing Date(4) otherwise, (ivB) all Taxes arising any U.S. federal, state or local income Tax attributable solely to the deemed sale of assets resulting from the transactions contemplated by this Agreement and incurred by NWS Section 338 Elections (except to the extent otherwise set forth as defined in this AgreementSection 4.6(j)(i)), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (viC) any failure or alleged failure breach of an NWS Plan to comply withany covenant in this Section 4.6, or be exempt from, Section 409A of the Code, including (D) any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to such Taxes imposed on any DMS Tax Company or DMS Subsidiary for any Pre-Closing Tax Period, and (E) any Taxes and any Losses relating to such Taxes attributable to the Shareholders, NWS JCPIIG Assets or the Surviving Other Assets for any Pre-Closing Tax Period. The Seller's and the Parent's indemnification obligation under this Section 4.6(g)(i) with respect to any Tax resulting from any audit, proceeding or action subject to Section 4.6(f) the defense of which the Seller was not allowed to assume in contravention of Section 4.6(f) shall be discharged to the extent of any material adverse effect to the Seller and/or the Parent resulting therefrom. The Seller and/or the Parent shall discharge its obligation to indemnify the Purchaser against such Pre-Closing Tax Period Tax by paying to the Purchaser, any DMS Shares Company or any DMS Subsidiary, as the Purchaser may direct, an amount equal to the amount of such Tax or Loss relating to such Tax; provided, however, that if the Purchaser provides the Seller with written notice of a result Pre-Closing Tax Period Tax at least 30 days prior to the date on which the relevant Tax is required to be paid by the Purchaser or the applicable DMS Shares Company or DMS Subsidiary, the Seller and/or the Parent shall, if and to the extent that it is liable for such Tax hereunder, discharge its obligation to indemnify the Purchaser against such Tax by timely paying an amount equal to the amount of Tyler such Tax to the relevant Taxing Authority and by timely providing the Purchaser with proof of such payment. (ii) The Purchaser shall indemnify the Seller and any of its Affiliates (other than any DMS Shares Company or DMS Subsidiary) from and against (A) any Taxes and any Losses relating to such Taxes [paid by the Seller or any Seller Affiliate (other than a DMS Shares Company or DMS Subsidiary)] imposed on the Purchaser, any DMS Shares Company, any DMS Subsidiary or any Affiliate of the Purchaser for any Post-Closing Tax Period, (B) any Taxes and any Losses relating to such Taxes with respect to the DMS Shares Companies, DMS Subsidiaries, the JCPIIG Assets or the Other Assets arising from a transaction not in the ordinary course of business occurring on the Closing Date after the Purchaser's purchase of the Shares, (C) any Taxes and any Losses relating to such Taxes resulting from a Section 338(g) Election subject to Section 4.6(m) of this Agreement, (D) any breach of any covenant in this Section 4.6 by the Purchaser or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protectAffiliates, and hold harmless (E) any Taxes and any Losses relating to such Taxes attributable to the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after JCPIIG Assets or the Effective Time from and Other Assets for any Post- Closing Tax Period. The Purchaser shall discharge its obligation to indemnify the Seller against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsPeriod Tax by paying to the Seller an amount equal to the amount of such Tax; provided, however, that if the Seller provides the Purchaser with written notice of a Post-Closing Tax Period Tax at least 30 days prior to the date on which the relevant Tax is required to be paid by the Seller, the Purchaser shall, if and to the extent that it is liable for such Tax hereunder, discharge its obligation to indemnify the Seller against such Tax by timely paying an amount equal to the amount of such Tax to the relevant Taxing Authority and by timely providing the Seller with proof of such payment.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working CapitalThe Seller shall indemnify, the Principal Shareholder defend and the Shareholders’ Representative hold harmless (on behalf an after tax basis and net of any directly related tax credit or deduction that the other ShareholdersPurchaser Indemnified Persons actually obtain) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving CompanyPurchaser Indemnified Persons from, and each Tyler Indemnified Party and hold them harmless from and against without any duplication, any (1) Tax of Newco described in clause (i) all income of the definition of Taxes of NWS or relating related to the business of NWS for all Pre-Closing Tax Periods; Period, (2) Tax described in clause (ii) all income and (iii) of the definition of Tax, provided, that notwithstanding anything to the contrary in this Section 9.8(a)(1) or (a)(2), the Seller in no event shall be obligated to indemnify, defend or hold harmless any Purchaser Indemnified Party for any Taxes of Newco for any member tax period to the extent such Taxes arise solely from or as a result of an affiliated, consolidated, combined, or unitary group of which NWS any action taken by Newco (or by any predecessor Purchaser Indemnified Person or Affiliate with respect to Newco) post-Closing including, without limitation, any elections or changes in the legal structure of NWSNewco, (3) is Tax of Newco resulting from the breach of the provision of Sections 3.8 or was a member on or prior 5.13(a), (4) Taxes attributable to the first three-months as of and after the Closing Date during which Newco Employees are employed by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the CodeNewco, including any Taxes resulting from the Consulting Agreement, in each case other than as a result of, or arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each out of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf failure of the other Shareholders) shallPurchaser and its Affiliates to comply with the requirements set forth in Schedule 9.8, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice but only to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of extent such Taxes exceed the funds held by Newco on the Closing Date with reasonable specificityrespect to such matters, and certified evidence (5) Losses arising out of payment thereofor incident to the imposition, assessment or assertion of any Tax described in (1)-(4). (b) Tyler The Purchaser shall indemnify the Shareholders indemnify, defend and hold them harmless (on an after tax basis and net of any directly related tax credit or deduction that the Seller Indemnified Persons actually obtain) the Seller from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes (1) imposed on the Shareholders, NWS or the Surviving Company Newco solely as a result of Tyler any action by the Purchaser or any of its Affiliates taking (or by Newco after the Closing), including but not limited to Taxes resulting from such action (i) occurring on the Closing Date after the Closing that is not in the ordinary course of business, (ii) occurring after the Closing Date or (iii) occurring during a Pre-Closing Tax Period, (2) resulting from the breach of Section 5.13(d), or (3) imposed on Newco with respect to any action taxable period or failing portion thereof that begins after the Closing Date; except to take any actions the extent that cause such Taxes above are subject to indemnification by the Merger Seller pursuant to fail to qualify as a reorganization under Section 368(a)(19.8(a)(1)-(5) of the Codeabove. (c) The Tyler Entities, jointly and severally, covenant and agree that they will Purchaser shall indemnify, defend, protect, defend and hold harmless (on an after tax basis and net of any directly related tax credit or deduction that the Shareholders and their respective agentsSeller actually obtains) the Seller from any Taxes not subject to indemnification pursuant to paragraph (a), representatives, Affiliates, beneficiaries and heirs, and employees at all times including but not limited to Taxes (1) resulting from and any transaction (i) occurring on the Closing Date after the Effective Time from and against all Losses incurred by any Closing that is not in the ordinary course of such indemnified Persons business, (ii) occurring after the Closing Date or (iii) occurring during a Pre-Closing Tax Period as a result of or arising from all Taxes payable any action by the Tyler Entities Purchaser or by the Seller at the direction of the Purchaser (including, without limitation, any Taxes resulting from, arising out of or due to any action or election taken by the Seller at the request or direction of the Purchaser) or (2) imposed on Newco with respect to any taxable period or portion thereof that begins after the Closing Date. (d) For purposes of this Section, in the case of Taxes that are imposed on a periodic basis and are payable for Post-a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax Periodsrelated to the portion of such Tax period ending on and including the Closing Date shall (1) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (2) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (2) shall be made in a manner consistent with prior practice of Newco.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder Seller shall be responsible for and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), shall indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them the Buyer Indemnified Parties harmless from and against any Taxes (i) all income Taxes of NWS Seller or relating any of its Affiliates, (ii) attributable to or imposed on (A) any Purchased Assets with respect to the business of NWS for all applicable Pre-Closing Tax Periods; Period or (iiB) all income Taxes the private student Loan origination, marketing, servicing, refinancing and consolidation business of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; Seller and (iii) all income Taxes attributable to a breach by Seller of any person imposed on NWS arising under of its covenants or agreements in this Agreement. Notwithstanding the principles foregoing, Seller shall not be responsible for and shall not indemnify and hold the Buyer Indemnified Parties harmless from or against any Taxes (x) related to any action outside the Ordinary Course of transferee Business with respect to any Purchased Assets or successor liability portion of Buyer’s Ownership or Operation of the Business after the Effective Time by contract, relating to an event Buyer or transaction occurring before the Closing Date, any of its Affiliates (iv) all Taxes arising from the transactions contemplated other than any such action expressly required or permitted by this Agreement and incurred or required by NWS Law) (except to the extent otherwise set forth in this Agreement), a “Buyer Tax Act”) or (vy) all Taxes arising from a nondeductible expense for which Buyer is responsible under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares9.1(b), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler Buyer shall be responsible for, and shall indemnify the Shareholders and hold them the Seller Indemnified Parties harmless from and against any Loss (i) Taxes attributable to or imposed on (A) any breaches Purchased Assets with respect to the applicable Post-Closing Tax Period or (B) Buyer’s Ownership or Operation of the Business, (ii) Transfer Taxes borne by Buyer pursuant to Section 9.3 and (iii) Taxes attributable to a Buyer Tax representations, warranties Act or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler breach by Buyer or any of its Affiliates taking of any action covenant or failing to take any actions that cause the Merger to fail to qualify as a reorganization agreement under Section 368(a)(1) of the Codethis Agreement. (c) The Tyler EntitiesFor purposes of this Section 9.1, jointly and severallyin the case of Taxes that are payable with respect to a Straddle Period, covenant and agree the portion of any such Tax that they will indemnifyis allocable to the portion of the period ending before the applicable Closing Date shall be: in the case of Taxes (i) that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, defendtangible or intangible), protectdeemed equal to the amount that would be payable if the taxable year ended as of the close of business on the day immediately preceding such Closing Date, and hold harmless (ii) imposed on a periodic basis without regard to income, receipts, payroll or sales with respect to the Shareholders and their respective agentsPurchased Assets, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after deemed to be the Effective Time from and against all Losses incurred by any entire amount of such indemnified Persons as Taxes for the entire period, multiplied by a result fraction the numerator of which is the number of calendar days in the period ending before such Closing Date and the denominator of which is the number of calendar days in the entire period. (d) Whenever in accordance with this Section 9.1 Seller shall be required to pay Buyer an amount pursuant to Section 9.1(a) or arising from all Taxes payable Buyer shall be required to pay Seller an amount pursuant to Section 9.1(b), such payments shall be made by thirty (30) days after such payments are requested or ten (10) days before the Tyler Entities for Post-Closing requesting Party is required to pay the related Tax Periodsliability, whichever is earlier.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder From and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before after the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler Seller shall indemnify the Shareholders Purchaser Indemnified Persons against and hold them harmless from any Loss attributable to any breaches of the Tax representationsLosses arising from, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to or otherwise in respect of, except as provided in Section 11.07(b), (i) any Taxes imposed on the Shareholders, NWS Business or the Surviving Company Transferred Entities with respect to any Pre-Closing Tax Period (including as a result of Tyler 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 its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify Purchaser is liable as a reorganization under 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 368(a)(14.15. (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 any Losses arising from, relating to or otherwise in respect of (i) any Taxes imposed on the Transferred Entities or the Business (other than, for the avoidance of doubt, as contemplated by Section 11.01(a)(vi)) with respect to any Post-Closing Tax Period, except to the extent such Taxes are attributable to 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 CodeSeller Disclosure Letter, (ii) any Taxes taken into account in the adjustment described in Section 2.04, (iii) any Taxes attributable to any breach or nonperformance of Purchaser’s obligations pursuant to Article VIII, and (iv) any Transfer Taxes for which Purchaser is liable under Section 8.01. (c) The Tyler EntitiesProcedures 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”), jointly the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and severallythereafter 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, covenant and agree however, that a failure to give such notice will not affect such other party’s rights to indemnification under this Article XI, except to the extent that such party is actually prejudiced thereby. (ii) After the Closing Date, Seller (or its designates) shall—if they will indemnifyso elect—control the conduct, defendthrough counsel of its own choosing, protectof 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 hold harmless (C) Seller shall keep Purchaser reasonably informed as to the Shareholders progress of any such Tax Controversy and their respective agentsshall 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, representativesthe provisions of this Section 11.07(c) shall govern. (d) For purposes of this Section 11.07, Affiliatesall Losses in respect of Taxes shall be reduced by (i) any indemnity, beneficiaries and heirscontribution or other similar payment actually paid to Purchaser or any Purchaser Indemnified Person by any third party with respect to such Loss, and employees at (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 times from periods of extension, whether automatic or permissive), and after the Effective Time from and against all Losses incurred by 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 indemnified Persons Taxes are attributable to 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 Seller Disclosure Letter, (ii) as a result of any transaction occurring on the Closing Date after the Closing outside the ordinary course of business, (iii) as a result of Purchaser’s financing of the transactions provided for in this Agreement, (iv) to the extent such Taxes are not actually paid, or arising from all Taxes payable by due and payable, to the Tyler Entities for relevant Governmental Authority or (v) due to the unavailability in any Post-Closing Tax PeriodsPeriod of any net operating losses, credits or other Tax attribute from a Pre-Closing Tax Period.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against, and shall compensate and reimburse each Buyer Indemnified Party for, all income Losses actually incurred, sustained, suffered or paid by such Buyer Indemnified Party arising out of, in connection with or as a result of: (A) Taxes of NWS imposed on or relating with respect to the business of NWS Purchased Assets or the Business for all any Pre-Closing Tax Periods; Period (iiincluding any interest and penalties accruing after Closing with respect to the underlying Tax), (B) all income Taxes of any member of an affiliatedof, consolidated, combinedimposed on, or unitary group payable by or with respect to, Seller or any of which NWS its Affiliates (or for which Seller or any predecessor of NWSits Affiliates may otherwise be liable), without regard to whether such Taxes relate to periods (or portions thereof) is or was a member ending on or prior to the Closing Date by reason or thereafter (other than Taxes imposed on or with respect to the Purchased Assets or the Business for any Post-Closing Tax Period), (C) liabilities for Taxes of any Person for any taxable period arising as a liability under result of Seller or any of its Affiliates (or any predecessor) having been a member of any affiliated, consolidated, combined, unitary, group relief, aggregate or other similar group for Tax purposes prior to the Closing Date (including any such Taxes for which Seller or any of its Affiliates (or any predecessor thereof) is liable pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions corresponding provision of foreign, applicable state, local or local non-U.S. Tax Law; ), and liabilities of Seller of any of its Affiliates (iiior any predecessor) all income for Taxes of any person imposed on NWS arising under the principles Person for any taxable period by reason of contract, assumption, transferee or successor liability or by contract, relating to an event other operation of Law (including as a result of the application of “bulk sale” or transaction occurring before the Closing Date, (iv) all Taxes arising from “bulk transfer” Laws or similar Laws directly as a result of the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler an event or transaction that occurred at or before the Closing, (D) Taxes arising out of any breach of any representation or warranty contained in Section 4.8 or covenant made by Seller or any of its Subsidiaries in this Agreement or any other Transaction Document, (E) any Taxes that have been deferred under the CARES Act at or before the Closing or (F) Taxes arising out of (i) any breach of any covenant made by Buyer or any of its Affiliates taking in any Transaction Document or (ii) any action taken outside the ordinary course of business by Buyer or failing any of its Affiliates after the Closing but on the Closing Date (collectively, the “Excluded Tax Liabilities”). Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.9(a)(i), a Buyer 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 and Section 11.2 shall not apply to take this Section 6.9(a)(i). Seller shall be entitled to any actions Tax refunds with respect to any Excluded Tax Liabilities paid by Seller (provided, that cause the Merger Buyer shall be entitled to fail to qualify as a reorganization under Section 368(a)(1) 100% of the Codeany refund of Transfer Taxes). (cii) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, Buyer shall indemnify and hold harmless the Shareholders Seller Indemnified Parties from and their respective agents, representatives, Affiliates, beneficiaries and heirsagainst, and employees at all times from shall compensate and after the Effective Time from and against reimburse each Seller Indemnified Party for, all Losses incurred actually incurred, sustained, suffered or paid by any of such indemnified Persons Seller Indemnified Party arising out of, in connection with or as a result of of: (A) Taxes imposed on or arising from all Taxes payable by with respect to the Tyler Entities Purchased Assets or the Business for any Post-Closing Tax PeriodsPeriod, (B) Taxes arising out of any breach of any covenant made by Buyer or any of its Affiliates in any Transaction Document, (C) Taxes arising out of any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date, and (D) any Transfer Taxes that Buyer is responsible for under Section 6.9(b), in each case, other than (1) any Taxes that have been deferred under the CARES Act at or before the Closing and (2) Taxes arising out of any breach of any covenant made by Seller or any of its Subsidiaries in any Transaction Document. Notwithstanding that a claim for Taxes may fall into multiple categories of this Section 6.9(a)(ii), a Seller 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 (other than Transfer Taxes) imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (B) in the case of Taxes not described in clause (A) (such as franchise Taxes or Taxes that are based on or related to income or receipts), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date.

Tax Indemnification. (ai) Except to the extent treated as a liability in Taxes are reserved for on the calculation of Closing Working CapitalDate Balance Sheet, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), jointly and severally, agrees to be responsible for and to indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them SFC, MSC and their Affiliates harmless from and against any and all Taxes that may be imposed upon or assessed against APA, SFC and/or MSC or the assets thereof: (i1) with respect to all income taxes of APA for taxable periods ending on or prior to the Closing Date; (2) with respect to any and all Taxes of NWS or relating APA for the period allocated to the business Shareholders pursuant to SECTION 8.7(a)(iv); (3) with respect to any transfer Tax liability pursuant to SECTION 8.7(c) hereof; (4) arising by reason of NWS for any breach or inaccuracy of any of the representations contained in SECTION 3.24 hereof; (5) by reason of APA being a successor-in-interest or transferee of another entity; (6) without duplication, arising as a result of the Merger; and (7) with respect to any and all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member Affiliated Group on or prior to the Closing Date Date, by reason of a the liability under of APA pursuant to Treasury Regulation Section 1.1502-6 6(a) or any comparable provisions of foreign, analogous or similar state, local or local Law; foreign law or regulation. (iiiii) all income Taxes of The Shareholders shall also pay and shall indemnify and hold harmless SFC and MSC and their Affiliates from and against any person imposed on NWS arising under the principles of transferee or successor liability or by contractlosses, relating to an event or transaction occurring before the Closing Datedamages, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement)liabilities, (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Codeobligations, including any claim or Proceeding by a current or former NWS employee or consultant arising therefromdeficiencies, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees costs and expenses (including attorneys’ including, without limitation, reasonable expenses and fees for attorneys and accountants’ fees) ("Related Costs") incurred in connection therewith, with the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler Taxes for any Taxes of NWS that are the responsibility of which the Shareholders are responsible to indemnify SFC, MSC and their Affiliates pursuant to this Section 8.4 within 15 Business Days after Tyler SECTION 8.7(a) (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes) or the Surviving Company provides written notice to the Shareholders’ Representative enforcement of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofthis SECTION 8.7(a). (biii) Tyler shall SFC agrees to indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against any and all Losses Taxes (A) of MSC with respect to any taxable period of MSC beginning after the Closing Date and (B) attributable to the period allocated to SFC pursuant to SECTION 8.7(a)(iv). (iv) For federal income tax purposes, the taxable year of APA shall end as of the close of the Closing Date and, with respect to all other Taxes, the Shareholders and SFC will, unless prohibited by applicable law, close the taxable period of APA as of the close of the Closing Date. Neither the Shareholders nor SFC shall take any position inconsistent with the preceding sentence on any Tax Return. In any case where applicable law does not permit APA 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 end on that day), then Taxes, if any, attributable to the taxable period of APA beginning before and ending after the Closing Date shall be allocated (i) to the Shareholders for the period up to and including the Closing Date, and (ii) to SFC for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be prepared by SFC and shall be made by means of a closing of the books and records of APA as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. (v) If any indemnification payment under SECTION 8.7 (including, without limitation, this SECTION 8.7(a)(v)) is determined to be taxable to the party receiving such payment by any taxing authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by any reason of the receipt of such indemnified Persons as a result of or arising from all Taxes payable payment (taking into account any actual reduction in tax liability to the receiving party) and any Related Costs incurred by the Tyler Entities party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes). (vi) The indemnification provided for Post-Closing Tax Periodsin this SECTION 8.7 shall be the sole remedy for any claim with respect to Taxes. Any claim for indemnification under this SECTION 8.7 may be made at any time prior to 60 days after the expiration of the applicable statute of limitation with respect to the relevant taxable period (including all periods of extension, whether automatic or permissive).

Tax Indemnification. (a) Except to After the extent treated as a liability in Closing, Seller shall indemnify Buyer and its Affiliates (including the calculation of Closing Working Capital, the Principal Shareholder Company and the Shareholders’ Representative (on behalf of the other ShareholdersCompany Subsidiaries) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from and against (i) all income liability for Taxes of NWS or relating to the business of NWS Company and the Company Subsidiaries for all the Pre-Closing Tax Periods; Period, (ii) all income Taxes any liability arising from any breach of any member representation or warranty of an affiliatedSeller in Section 4.08 of this Agreement, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iii) all income liability for Taxes of any person imposed on NWS arising as a result of Treasury Regulation § 1.1502-6 (or comparable provision under the principles of federal, state, local or foreign tax laws), as a transferee or successor liability successor, or by contractcontract (other than a contract whose principal purpose does not relate to Taxes). Notwithstanding the foregoing, relating Seller shall not indemnify and hold harmless Buyer and its Affiliates, and each of their respective officers, directors, employees and agents, from any liability for Taxes attributable to an event any action taken after the Closing by Buyer, any of its Affiliates (including the Company and the Company Subsidiaries), or transaction occurring before any transferee of Buyer or any of its Affiliates (other than any such action expressly required by Applicable Law or by this Agreement and any such action taken on the Closing Date in the ordinary course of business) (a “Buyer Tax Act”) or attributable to a breach by Buyer of its obligations under this Agreement. (b) After the Closing, Buyer shall, and shall cause the Company and the Company Subsidiaries 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 or attributable to the Company and the Company Subsidiaries for any taxable period ending after the Closing Date (except to the extent of any Straddle Period, in which case Buyer’s indemnity will cover only that portion of any such Taxes that are for the portion of any such Straddle Period that is after the Closing Date, (ivii) all liability for Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in Section 12.04 of this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (viiii) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any all liability for Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches a Buyer Tax Act or to a breach by Buyer of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates its obligations under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the CodeAgreement. (c) The Tyler EntitiesIn the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, jointly personal and severally, covenant intangible property and agree that they will indemnify, defend, protect, other ad valorem Taxes (“Property Taxes”) of the Company and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after Company Subsidiaries allocable to the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for PostPre-Closing Tax PeriodsPeriod shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company and the Company Subsidiaries (other than Property Taxes) allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

Tax Indemnification. (a) Except If the Closing shall occur, Seller shall be responsible for, pay or cause to be paid, and shall indemnify Buyer and each of its Subsidiaries and Affiliates (including the extent treated Business Subsidiaries after the Closing Date) (each a “Buyer Tax Indemnitee”) and hold each Buyer Tax Indemnitee harmless from and against, without duplication, any and all (i) Excluded Taxes (other than any such Taxes reflected as a liability in the calculation of Closing Final Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata SharesCapital Statement), indemnify Tyler(ii) Taxes attributable to (A) any breach by Seller or any of its Affiliates of any covenant contained in this Agreement or (B) any inaccuracy in or breach of any representation or warranty contained in Section 3.17, the Surviving Companyprovided, and each Tyler Indemnified Party and hold them harmless from and against that except with respect to any inaccuracy in or breach of any representation or warranty contained in Section 3.17(f) or (ik), indemnification pursuant to this clause (B) all income shall be limited to Taxes of NWS or relating to imposed on the business of NWS Business Subsidiaries, or for all which the Business Subsidiaries are liable under applicable Law, in each case, for any Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliatedPeriod, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Transfer Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contractfor which Seller is responsible pursuant to Section 7.08, relating to an event or transaction occurring before the Closing Date, and (iv) all Taxes arising from the transactions contemplated by this Agreement any costs and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Codeexpenses, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket legal fees and expenses expenses, attributable to any item described in clauses (including attorneys’ and accountants’ feesi) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative through (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesiii), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler If the Closing shall occur, Buyer shall be responsible for, pay or cause to be paid, and shall indemnify Seller and its Subsidiaries and Affiliates (other than the Shareholders Business Subsidiaries) (each a “Seller Tax Indemnitee”) and hold them each Seller Tax Indemnitee harmless from and against any Loss and all (i) Taxes of or imposed on the Business Subsidiaries, or for which the Business Subsidiaries are liable under applicable Law, in each case except to the extent that such Taxes are the responsibility of Seller under Section 7.01(a), (ii) Transfer Taxes for which Buyer is responsible pursuant to Section 7.08, (iii) Taxes attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler breach by Buyer or any of its Affiliates taking of any action or failing covenant contained in this Agreement, and (iv) any costs and expenses, including reasonable legal fees and expenses, attributable to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1item described in clauses (i) of the Codethrough (iii). (c) The Tyler EntitiesFor purposes of this Agreement, jointly and severallyin the case of any Straddle Period of a Business Subsidiary, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any (i) Property Taxes of such indemnified Persons as a result of or arising from all Taxes payable by Business Subsidiary allocable to the Tyler Entities for PostPre-Closing Tax PeriodsPeriod 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 calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of such Business Subsidiary allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the end of the day on the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period.

Tax Indemnification. i. MFS agrees to indemnify each Buyer Indemnitee against, and agrees to hold each Buyer Indemnitee harmless from (awithout duplication of any item) Except (w) all Taxes of Seller or any Controlled Subsidiary with respect to the extent treated relevant Tax Indemnification Period, excluding (i) Trust Fund Taxes and (ii) all Taxes accrued and recorded on the Closing Balance Sheet, (x) all Taxes to be borne by MFS as a liability specified in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata SharesSection 15c(vii), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (iy) all income Taxes of NWS Seller imposed with respect to Seller's gain on the sale of its assets pursuant to the Merger, and (z) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attomeys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in clauses (w), (x) or (y), including those incurred in the contest in good faith in appropriate proceedings relating to the business imposition, assessment or assertion of NWS for any such Tax, and any transferee liability of Buyer in respect of any such Tax (the sum of clauses (w), (x), (y) and (z) being referred to herein as a "Buyer Loss"); provided, however, that Parent shall pay to MFS any actual reduction in any Tax of Buyer or any of its Affiliates resulting from any Tax Benefit to Buyer or any Affiliate of Buyer with respect to such Buyer Loss or the item or items giving rise to the Buyer Loss. Each of Parent and Buyer agree to indemnify each MFS Indemnitee and agree to hold each MFS Indemnitee harmless from (without duplication of any item), (vv) all PreTaxes of Parent, Buyer, any of their Affiliates, Seller and the Controlled Subsidiaries with respect to a Post-Closing Tax Periods; Period excluding (ii1) all income Taxes of Seller imposed with respect to Seller's gain on the sale of its assets pursuant to the Merger and (2) all Taxes to be borne by MFS pursuant to Section 15c(vii)), (ww) all Trust Fund Taxes, (xx) all Taxes to be borne by Buyer pursuant to Section 15c(vii) of this Agreement, (yy) all Taxes accrued and recorded on the Closing Balance Sheet, and (zz) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgements arising out of or incident to the imposition, assessment or assertion of any member Tax described in (vv), (ww), (xx) or (yy) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax (the sum of (vv), (ww), (xx), (yy) and (zz) being referred to herein as "MFS Loss"); provided, however, that MFS shall pay to Buyer any actual reduction in any Tax of MFS or any of its Affiliates resulting from any Tax Benefit to MFS or any Affiliate of MFS with respect to such MFS Loss or the item or items giving rise to the MFS Loss. ii. For purposes of Section 15, the following rules shall apply to determine the amount of Straddle Period Taxes that relate to a Pre-Closing Tax Period or a Post-Closing Tax Period (unless such Straddle Period Taxes are allocated between Buyer and MFS pursuant to another Section of this Section 15 in which case such other Section shall apply instead of this Section 15f(ii)). In the case of any Straddle Period Tax imposed on a periodic basis that is based upon or related to shareholders' equity, income, gross receipts, gross income, franchise, profits or sales and use, the amount of such Straddle Period Tax that relates to the relevant Pre-Closing Tax Period shall be the amount that would be payable if the relevant Straddle Tax Period ended on March 31, 1998. In the case of any other Straddle Period Tax imposed on a periodic basis, the amount of such Straddle Period Tax that relates to the relevant Pre-Closing Tax Period shall be the amount of such Straddle Period Tax for the entire Straddle Tax Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Tax Period that ends on March 31, 1998 and the denominator of which is the total number of days in the Straddle Tax Period. Any Straddle Period Taxes that are not deemed to relate to a Pre-Closing Tax Period pursuant to this Section 15f(iii) shall be deemed to relate to a Post-Closing Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Seller and the Controlled Subsidiaries. iii. Upon payment by any Buyer Indemnitee of any Buyer Loss (and the provision of written proof thereof), MFS shall discharge its obligation to indemnify such Buyer Indemnitee against such Buyer Loss by paying to Buyer an affiliatedamount equal to the amount of such Buyer Loss. Upon payment by any MFS Indemnitee of any MFS Loss (and the provision of written proof thereof), consolidatedBuyer shall discharge its obligation to indemnify the MFS Indemnitee against such MFS Loss by paying to MFS an amount equal to such MFS Loss. iv. Any payment pursuant to this Section 15f shall be made not later than 15 days after receipt by MFS or Buyer (as the case may be) of written notice from the other party stating that an indemnified Loss has been paid by a Buyer Indemnitee or MFS Indemnitee (as the case may be), combinedthe amount thereof and the indemnity payment requested. For income Tax purposes, MFS and Buyer agree to treat, and to cause their respective Affiliates to treat, all indemnification payments made under this Section 15f as adjustments to the Merger Consideration. v. Each party agrees to give prompt written notice to the other of any indemnified Loss or the assertion of any claim, or unitary group the commencement of any audit, examination, suit, action or proceeding in respect of which NWS indemnification may be sought under this Section 15f of which such party is aware (specifying with reasonable particularity the basis therefor) and will give the other party such information with respect thereto as the other party may reasonably request; provided, that the failure to timely provide such notice shall reduce the other party's indemnity obligation to the extent that such failure prejudices the other party. vi. MFS shall have full responsibility and discretion for the handling of any Tax controversy involving Seller or any of the Controlled Subsidiaries that relates to any tax period of Seller or the Controlled Subsidiaries ending upon or before consummation of the merger, including an audit, a protest to the Appeals Division of the Internal Revenue Service, or comparable Taxing Authority, and litigation in the Tax Court or any other court of competent jurisdiction ("Tax Controversy"); PROVIDED, HOWEVER, that with respect to any such Tax Controversy that could give rise to an indemnification obligation of Parent and Buyer under Section 15c(viii), (i) MFS shall reasonably keep Buyer advised and shall reasonably consult with Buyer with respect to such Tax Controversy and (ii) MFS shall not settle such Tax Controversy without Buyer's consent, which shall not be unreasonably withheld (provided however, that in no event shall either of the requirements set forth in (i) or (ii) be construed to require MFS (or any predecessor of NWSits affiliates) is to extend an statute of limitations or was otherwise keep any Tax audit or period open). Buyer shall have full responsibility and discretion for the handling of any Tax Controversy involving Seller or any of the Controlled Subsidiaries that relates to any tax period of Seller or the Controlled Subsidiaries that begins before and ends after the consummation of the Merger; PROVIDED, HOWEVER, that with respect to any such Tax Controversy that could give rise to an indemnification obligation of MFS under this Agreement, (i) Buyer shall reasonably keep MFS advised and shall reasonably consult with MFS with respect to such Tax Controversy and (ii) Buyer shall not settle such Tax Controversy without MFS' consent, which shall not be unreasonably withheld. MFS and Buyer shall also jointly control the defense of any claim that relates to the parties' allocation of the purchase price. Buyer shall promptly furnish MFS with a member on copy of any correspondence received from any Taxing Authority by Buyer or any Affiliate of Buyer with respect to any Tax period for which Buyer may be entitled to indemnification under Section 15f. vii. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes shall relieve MFS of any person imposed on NWS arising liability hereunder. viii. Any claim of any Buyer Indemnitee (other than Buyer) under the principles of transferee or successor liability or this Section 15f may be made and enforced by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (Buyer on behalf of the such Buyer Indemnitee. Any claim of any MFS Indemnitee (other Shareholdersthan MFS) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to under this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment 15f may be made and enforced by MFS on behalf of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofMFS Indemnitee. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) The Protego Partners shall, severally and but not jointly (in accordance with each Shareholder’s Pro Rata Shares)jointly, indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against the Partnership Indemnitees from: (i) any and all income liability for Taxes of NWS any of the Protego Entities (or relating any predecessors) with respect to the business of NWS for all Pre-Closing Tax Periods; Periods and with respect to any Straddle Period, for the portion thereof ending on the Closing Date; (ii) all income Taxes any loss, liability, claim, damage or expense attributable to any breach of (A) any member of an affiliated, consolidated, combined, representation or unitary group of which NWS warranty contained in Section 3.1.7 (relating to Taxes) or (B) any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation covenant set forth in Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; 4.1.1(k); (iii) all income liability for Taxes of any person imposed on NWS of the Protego Entities arising (directly or indirectly) as a result of the transactions contemplated under the principles of transferee or successor liability or by contractSection 2.1.3, other than any Taxes relating to an event or transaction occurring before the Closing Date, 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), (x) no indemnity obligation shall arise with respect to Taxes that are taken into account in determining net income of 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 Protego 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”), 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 of any of the Evercore Entities (or any predecessors) with respect to all Pre-Closing Tax Periods and with respect to any Straddle Period, for the portion thereof ending on the Closing Date; (ii) any loss, liability, claim, damage or expense attributable to any breach of (A) any representation or warranty contained in Section 3.2.7 (relating to Taxes) or (B) any covenant set forth in Section 4.2.1(k); (iii) all liability for Taxes of any of the Evercore Entities arising from (directly or indirectly) as a result of the transactions contemplated by this Agreement and incurred by NWS 2.1.2; and (except to the extent otherwise set forth in this Agreement), (viv) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any liability for reasonable out-of-pocket fees costs and expenses (including reasonable attorneys’ fees and accountants’ feesdisbursements) incurred by the Partnership Indemnitees in connection therewithwith 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 for Losses under Section 7.4(b), (x) the Evercore Partners, collectively, shall not be liable 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 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 Evercore Partner, to the extent of such Evercore Partner’s pro rata share of such indemnification obligation which is specified in Annex G. (c) Notwithstanding any provision in this Agreement to the contrary, the Principal Shareholder obligations of a party to indemnify and hold harmless another party pursuant to Sections 7.4 and 7.5 shall terminate at the close of business on the 90th day following the expiration of the applicable statute of limitations with respect to the 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 Straddle Period ending on the Closing Date shall be deemed to be: (i) in the case of Taxes imposed on a periodic basis (including, real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the Shareholders’ Representative denominator of which is the number of calendar days in the entire relevant Straddle Period; and (on behalf 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 be determined as if such taxable period ended as of the other Shareholdersclose of business on the Closing Date. (e) shallNotwithstanding anything herein to the contrary, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders all indemnity payments to be made pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice 7.4 shall set forth the amount be made in accordance with Section 6.7(a) and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code). (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except Notwithstanding any other provision of this Agreement to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against contrary: (i) all income Taxes If either of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler MRV or any of its Affiliates taking or Luminent or any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. its Affiliates (c) The Tyler Entitiescollectively, jointly and severally, the "Indemnifying Parties") takes any action prohibited by Article 12, above, or violates a representation or covenant contained in Article 12, above, or takes or fails to take any other action (any such action, failure to act or violation, a "Tainting Act") and agree that they will indemnifythe Separation or any portion thereof fails to qualify for the Tax treatment stated in the Letter Ruling in whole or in part as a result of such Tainting Act, defend, protect, then the Indemnifying Parties shall (jointly and severally) indemnify and hold harmless the Shareholders other party and their respective agentsits Affiliates (collectively, representatives, Affiliates, beneficiaries the "Indemnified Parties") against any and heirs, all Taxes and employees at all times from any other costs and after the Effective Time from and against all Losses liabilities imposed upon or incurred by any of such indemnified Persons the Indemnified Parties as a result of or the Tainting Act, including any liability of the Indemnified Parties arising from all Taxes imposed on shareholders of a party to the extent (1) any shareholder or the IRS or other Taxing Authority successfully seeks recourse against the Indemnified Parties on account of any such Tainting Act, or (2) the Indemnified Parties assume or otherwise incur any liability for such Taxes or other costs or liabilities of such shareholders; (ii) MRV and its Affiliates shall (jointly and severally) indemnify and hold harmless Luminent and its Affiliates for any Tax imposed upon or incurred by Luminent and its Affiliates as a direct or indirect result of any action taken after the Distribution by MRV or any of its Affiliates. In addition, if the Distribution is ultimately determined to be taxable to Luminent and/or Luminent's shareholders (other than in connection with cash in lieu of fractional shares) and MRV or its Affiliates are not otherwise required to indemnify and hold Luminent and its Affiliates harmless with respect to that determination under the other provisions of this Agreement, then MRV and its Affiliates will indemnify and hold Luminent and its Affiliates harmless for 50% (fifty percent) of any such Tax or other liability payable by Luminent and its Affiliates as a result of that determination. (iii) Luminent and its Affiliates shall (jointly and severally) indemnify and hold harmless MRV and its Affiliates for any Tax imposed upon or incurred by MRV and its Affiliates as a direct or indirect result of any action taken after the Tyler Entities Distribution by Luminent or any of its Affiliates. In addition, if the Distribution is ultimately determined to be taxable to MRV and/or MRV's shareholders (other than in connection with cash in lieu of fractional shares) and Luminent or its Affiliates are not otherwise required to indemnify and hold MRV and its Affiliates harmless with respect to that determination under the other provisions of this Agreement, then Luminent and its Affiliates will indemnify and hold MRV and its Affiliates harmless for Post-Closing 50% (fifty percent) of any such Tax Periodsor other liability payable by MRV and its Affiliates as a result of that determination.

Tax Indemnification. (a) Except to the extent treated as a liability Current Liability in the calculation of Closing Working Capital, the Principal Shareholder Seller and the Shareholders’ Representative (on behalf of the other Shareholders) shallSeller Related Parties, severally jointly and not jointly (in accordance with severally, shall indemnify each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party Buyer Indemnitee and hold them harmless from and against (without duplication) (i) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (ii) any Loss attributable to any breach by Seller or Seller’s violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) all income Taxes of NWS or relating to the business of NWS Company for all Pre-Closing Tax Periods; (iiiv) all income Taxes of Seller for all taxable periods; (v) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person Person imposed on NWS the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, ; and (vi) any failure or alleged failure of an NWS Plan with respect to comply withall Straddle Periods, or be exempt from, Section 409A all Taxes of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefromCompany that are allocable to the Pre-Closing Tax Period. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Notwithstanding anything to the contrary herein, (A) the Principal Shareholder and the ShareholdersBuyer Indemnitees’ Representative (on behalf sole remedy for Losses with respect to breaches of any of the representations and warranties contained in Section 3.22 (other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesthan Section 3.22(k), reimburse Tyler for any (l), (m) or (o)) shall be limited to Taxes of NWS that are the responsibility Company for Pre-Closing Tax Periods (together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith); (B) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes resulting from any transactions occurring on the Closing Date after the Closing outside the ordinary course of business; (C) the Shareholders pursuant Buyer Indemnitees shall not be entitled to this Section 8.4 within 15 Business Days after Tyler any indemnification for Losses with respect to Taxes arising out of or the Surviving Company provides written notice attributable to the Shareholders’ Representative breach by a Buyer of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking covenants, agreements, undertakings or obligations in this Agreement regarding Tax matters; and (D) the Buyer Indemnitees shall not be entitled to any action or failing indemnification for Losses with respect to take any actions that cause Taxes to the Merger to fail to qualify extent such Taxes shown due and owing were taken into account as a reorganization under Section 368(a)(1) of liabilities in computing the CodeClosing Working Capital. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (ai) Except to the extent treated as a liability in Taxes are reserved for on the calculation of Closing Working CapitalDate Balance Sheet, the Principal Shareholder each Representing Seller, jointly and the Shareholders’ Representative (on behalf of the other Shareholders) shallseverally, severally agrees to be responsible for and not jointly (in accordance with each Shareholder’s Pro Rata Shares), to indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them the Purchaser Indemnified Parties harmless from and against any and all Taxes that may be imposed upon or assessed against the Company or the assets thereof: (iI) with respect to all income taxable periods ending on or prior to the Closing Date; (II) with respect to any and all Taxes of NWS or relating the Company for the period allocated to the business Sellers pursuant to Section 10.4(b)(iv); (III) arising by reason of NWS for any breach by the Sellers or inaccuracy of any of the representations contained in Sections 4.10 and 5.6 hereof; and (IV) with respect to any and all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, a consolidated, combined, combined or unitary group of which NWS the Company (or any predecessor of NWSpredecessor) is or was a member on or prior to the Closing Date Date, by reason of a the liability under of Company pursuant to Treasury Regulation Section 1.1502-6 6(a) or any comparable provisions of foreign, analogous or similar state, local or local Law; (iii) all income Taxes of foreign law or regulation. The Representing Sellers shall also pay and shall indemnify and hold harmless the Purchaser Indemnified Parties from and against any person imposed on NWS arising under the principles of transferee or successor liability or by contractlosses, relating to an event or transaction occurring before the Closing Datedamages, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement)liabilities, (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Codeobligations, including any claim or Proceeding by a current or former NWS employee or consultant arising therefromdeficiencies, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees costs and expenses (including attorneys’ including, without limitation, reasonable expenses and fees for attorneys and accountants’ fees) ("Related Costs") incurred in connection therewith, with the Principal Shareholder and Taxes for which the Shareholders’ Representative (on behalf of Representing Sellers are responsible to indemnify the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders Purchaser Indemnified Parties pursuant to this Section 8.4 within 15 Business Days after Tyler 10.4(a) (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes) or the Surviving Company provides written notice to the Shareholders’ Representative enforcement of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofthis Section 10.4(a). (bV) Tyler shall Purchaser agrees to indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time Sellers from and against any and all Losses Taxes (A) of the Company with respect to any taxable period of the Company beginning after the Closing Date and (B) attributable to the period allocated to Purchaser pursuant to Section 10.4(b)(iv). (VI) If any indemnification payment under Article 10 (including, without limitation, this Section 10.4(a)(VI)) is determined to be taxable to the party receiving such payment by any taxing authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by any reason of the receipt of such indemnified Persons as a result of or arising from all Taxes payable payment (taking into account any actual reduction in tax liability to the receiving party) and any Related Costs incurred by the Tyler Entities for Post-Closing Tax Periodsparty receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Except or (b) above but without duplication of amounts payable under this Section, each Loan Party shall, and does hereby, on a joint and several basis indemnify each Recipient (and its respective directors, officers, employees, affiliates and agents) and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted on payments to, or paid by, such Recipient (or its respective directors, officers, employees, affiliates and agents), as the case may be, and any penalties, interest and related expenses and losses arising therefrom or with respect thereto (including the fees, charges and disbursements of any counsel or other tax advisor for the Recipient (or its respective directors, officers, employees, affiliates, and agents)), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the extent treated as amount of any such payment or liability delivered to Borrower Agent by a liability in Lender or the calculation of Closing Working CapitalL/C Issuer (with a copy to Administrative Agent), the Principal Shareholder and the Shareholders’ Representative (or by Administrative Agent on its own behalf or on behalf of a Lender or the other ShareholdersL/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares)does hereby, indemnify Tyler, the Surviving CompanyAdministrative Agent, and each Tyler Indemnified Party and hold them harmless from and shall make payment in respect thereof within 10 days after demand therefor, against (i) all income any Indemnified Taxes attributable to such Lender, (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of NWS or Section 10.06(d) relating to the business maintenance of NWS for a Participation Register and (iii) any Taxes (other than Indemnified Taxes) attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes Administrative Agent to set off and apply any and all Pre-Closing Tax Periods; amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to Administrative Agent under this clause (ii). The agreements in this clause (ii) all income Taxes shall survive the resignation and/or replacement of Administrative Agent, any member assignment of an affiliated, consolidated, combinedrights by, or unitary group of which NWS (the replacement of, a Lender or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under L/C Issuer and the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G occurrence of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofFacility Termination Date. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except Subject to the extent treated as a liability limitations set forth in Section 8.05, from and after the calculation of Closing Working CapitalDate, Seller shall indemnify Purchaser and its affiliates (including the Principal Shareholder Acquired Companies and the Shareholders’ Representative (on behalf of the other Shareholderstheir respective subsidiaries) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives (the "Purchaser Indemnitees") against and hold them harmless from and against (i) all income liability for Income Taxes of NWS or relating to the business of NWS Acquired Companies and their respective subsidiaries for all the Pre-Closing Tax Periods; Period and (ii) all income 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 of attributable to any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member action taken on or prior to after the Closing Date by reason Purchaser, any of a liability under Treasury Regulation Section 1.1502-6 its affiliates (including the Acquired Companies or any comparable provisions of foreign, statetheir respective subsidiaries), or local Law; any transferee of Purchaser or any of its affiliates (iii) all income Taxes of other than any person imposed on NWS arising under the principles of transferee or successor liability such action expressly required by Applicable Law or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), ) (va "Purchaser Tax Act") all Taxes arising from or attributable to a nondeductible expense breach by Purchaser of its obligations under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofAgreement. (b) Tyler From and after the Closing Date, Purchaser shall indemnify Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the Shareholders "Seller Indemnitees") against and hold them harmless from (i) all liability for Taxes other than Income Taxes of 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 Loss Post-Closing Tax Period, (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 reasonable legal fees and expenses attributable to any breaches of the Tax representations, warranties item in clause (i) or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1(ii) of the Codeabove. (c) The Tyler EntitiesIn the case of any Straddle Period, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless Income Taxes shall be allocated to the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for PostPre-Closing Tax PeriodsPeriod calculated on the basis that the applicable Tax period ends on the close of business on the Closing Date.

Tax Indemnification. (a) Except to Each of the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder Stockholders on their own behalf and the Shareholders’ Representative (on behalf of their successors, executors, administrators, estate, heirs and assigns agree, subject to the other Shareholders) shallprovisions and limitations set forth in this Article XII, severally to severally, with respect to their pro rata amount of the Merger Consideration, and not jointly (in accordance with each Shareholder’s Pro Rata Shares)jointly, indemnify Tyler, the Surviving Company, and each Tyler Parent Indemnified Party Parties and hold them harmless from and against (i) all income Taxes Losses of NWS any kind or relating to nature whatsoever, which may be sustained or suffered by any such Parent Indemnified Party based upon, arising out of, or by reason of any breach or violation of, inaccuracy in or omission from any representation or warranty contained in Section 5.13, when made or deemed made as of the business Closing Date of NWS for all Pre-Closing Tax Periodsthe Selling Companies; (ii) all income Taxes (or the non-payment thereof) of each Selling Company and its Subsidiaries (including all Taxes relating to the Spin-Off) 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"), (iii) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS any Selling Company or of its Subsidiaries (or any predecessor of NWSany of the foregoing) is or was a member on or prior to the Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions of foreign, analogous or similar state, local, or local Law; foreign law or regulation, and (iiiiv) any and all income Taxes of any person Person (other than the applicable Selling Company and its 106 Subsidiaries) imposed on NWS arising under the principles any Selling Company or any of its Subsidiaries as a transferee or successor liability successor, by contract or by contractpursuant to any law, relating rule or regulation, which Taxes relate to an event or transaction occurring before the Closing, provided, however, that in the case of clauses (i) through (iv) above, the Stockholders shall be liable only to the extent that such Losses or Taxes are in excess of the amount, if any, accrued in the Final Net Working Capital for Taxes and only after application of any net operating loss carryforwards from taxable periods ending on or prior to the Closing Date and capital loss carryforwards from taxable periods ending on or prior to the Closing Date of the Selling Companies or its Subsidiaries to the extent such attributes existed on or prior to the Closing Date, (iv) all Taxes arising with any Tax benefit from the transactions contemplated by this Agreement such Tax attributes being taken into account only at such time or times as and incurred by NWS (except to the extent that the Parent Indemnified Party actually realizes a Tax benefit from such attribute through a refund of Tax or reduction in the actual amount of Taxes which such Parent Indemnified Party would otherwise have had to pay if such Tax attribute had not been available. Parent shall use reasonable commercial efforts to cause such Tax attributes to be usable in determining such Tax liability. Any dispute as to the amount or availability of any such Tax attributes that cannot be resolved in good faith discussions between the applicable parties shall be submitted to the Accounting Referee and resolved in accordance with the procedures set forth in Section 3.8(b). To the extent that the Parent Indemnified Parties are entitled to recover for any of the foregoing Losses or Taxes (to the extent related to Income Taxes and Taxes attributable to the Spin-Off) and the amount in the Indemnification Escrow Funds is insufficient or the Indemnification Escrow Funds are not available, the Principal Stockholder Indemnifying Parties shall, subject to the provisions and limitations set forth in this Agreement)Article XII, (v) all Taxes arising from a nondeductible expense under Section 280G severally, with respect to their pro rata amount of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefromMerger Consideration, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares)jointly, reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 Parent Indemnified Parties therefor within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofby a Parent Indemnified Party. (b) Tyler shall indemnify Each of the Shareholders Stockholders agrees severally, with respect to their pro rata amount of the Merger Consideration, and hold them harmless from any Loss attributable not jointly, to contribute to any breaches amounts paid by the Principal Stockholders pursuant to Section 12.1(a) in accordance with the terms of the Tax representations, warranties or covenants of TylerHolding Master Escrow, the Surviving CompanyFluent Master Escrow and, and their Affiliates under this ARTICLE VIII. For purposesas applicable, of clarity, such indemnification shall include any Losses relating the contribution agreement referred to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under in Section 368(a)(1) of the Code11.3(i). (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder The Stockholders covenant and the Shareholders’ Representative (on behalf of the other Shareholders) shallagree, severally but not jointly, to pay, and not jointly (in accordance with each Shareholder’s Pro Rata Shares)to indemnify, indemnify Tylerdefend, and hold harmless the Buyer, the Surviving CompanyCorporation, and each Tyler Indemnified Party and hold them harmless any of their Affiliates from and against all Losses relating to, or arising out of (i) all income Taxes any breach or inaccuracy of NWS any representation or warranty relating to Taxes made by the business Company in this Agreement as of NWS for all Pre-the Closing Tax Periods; Date (except in the case of any such representation or warranty that is made as of a specific date, the breach or inaccuracy of such representation or warranty to be true and correct as of such date), (ii) all income Taxes of the Company and its Subsidiaries (or the non-payment thereof) for taxable periods (or portions thereof) ending on or before the Closing Date (taking into account the allocation provisions of Section 8.1(a) in the case of Straddle Periods), except to the extent such Taxes were treated as current liabilities of the Company or any member of an affiliatedits Subsidiaries for purposes of calculating Final Net Working Capital, consolidated, combined, (iii) all Taxes required to be paid by the Company or unitary group any of which NWS its Subsidiaries after the Closing Date by reason of the Company or any of its Subsidiaries (or any predecessor of NWSthe Company or any of its Subsidiaries) is or was having been a member of an Affiliated Group on or prior to the Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions of foreign, analogous or similar state, local, or local Law; foreign law rule or regulation, (iiiiv) all income Taxes of any person imposed on NWS arising under Person (other than the principles Company or any of its Subsidiaries) required to be paid by the Company or any of its Subsidiaries as a transferee or successor successor, where the liability of the Company or by contract, relating the applicable Subsidiary for such Taxes is attributable to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Transfer Taxes arising from a nondeductible expense for which the Stockholders are responsible under Section 280G of 8.2. To the Code or an excise Tax extent that any Buyer Indemnified Party shall be entitled to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler indemnification hereunder for any Taxes of NWS that are the responsibility of the Shareholders Losses pursuant to this Section 8.4 within 15 Business Days after Tyler or 8.3, then each Stockholder party hereto shall indemnify such Buyer Indemnified Party for the Surviving Company provides written notice amount of such Loss multiplied by a fraction, the numerator of which is the cash Merger Consideration actually paid to such Stockholder hereunder, and the denominator of which is the aggregate cash Merger Consideration actually paid to all Fully Diluted Common Holders (it being acknowledged and agreed that such indemnification obligation is several and not joint as among the Stockholders). Notwithstanding anything to the Shareholders’ Representative contrary herein, in no event shall any such Person have any indemnification or other obligations pursuant to, under or in respect of this Agreement or any Ancillary Agreement in excess of the payment amount of cash Merger Consideration actually paid to such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificityPerson hereunder, and certified evidence of payment thereof. (b) Tyler the total amount that any Buyer Indemnified Party shall indemnify be entitled to indemnification hereunder for any Losses pursuant to this Section 8.3 shall not, in any event, exceed the Shareholders aggregate Merger Consideration. The indemnification obligations pursuant to this Section 8.3 shall survive the Closing and hold them harmless from any Loss attributable to any breaches shall continue in full force and effect until the expiration of the Tax representations, warranties or covenants applicable statute of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Codelimitations. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working CapitalSellers, the Principal Shareholder jointly and the Shareholders’ Representative (on behalf of the other Shareholders) shallseverally, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), shall indemnify Tyler, the Surviving Company, Company and each Tyler Indemnified Party Buyer Indemnitee and hold them harmless from and against (i) any Taxes attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (ii) any Taxes attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) all income Taxes of NWS or the Company relating to the business of NWS the Company for all Pre-Closing Tax Periods; (iiiv) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS the Company (or any predecessor of NWSthe Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, state or local Law; and (iiiv) any and all income Taxes of any person imposed on NWS the Company arising under the principles of transferee or successor liability or by contract, relating with respect to an event or transaction entity acquired by the Company occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ ' and accountants’ ' fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), . Sellers shall reimburse Tyler Parent for any Taxes of NWS the Company that are the responsibility of the Shareholders Sellers pursuant to this Section 8.4 6.03 within 15 10 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth Taxes by Parent or the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofCompany. (b) Tyler The Parent and the Surviving Company, jointly and severally, shall indemnify the Shareholders Sellers and other Seller Indemnitees and hold them harmless from and against any Loss Taxes attributable to or resulting from (i) the Merger, (ii) the A&D Merger, (iii) the Parent or Surviving Company’s payment of any breaches indebtedness of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and or (iv) any action of the Buyers or their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating with respect to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for PostPre-Closing Tax Periods, together with any additional Taxes resulting payment of any indemnification payment pursuant to this paragraph. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in connection therewith. The Parent and the Surviving Company shall reimburse the Sellers and other Seller Indemnitees for any Taxes of the Company that are due by either Sellers within 10 Business Days after payment of such Taxes or other fees and expenses by either Seller or any Seller Indemnitees.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder The Seller and the Shareholders’ Representative (on behalf Selling Partners will be solely responsible for and will, jointly and severally, indemnify, defend, and hold harmless, each of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless Buyer Indemnitees from and against (ia) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 5.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Section 7.08; (c) all income Taxes of NWS Seller, any of Seller’s Affiliates, Selling Partners or Taxes relating to the business of NWS Business or the Purchased Assets, for all Pre-Closing Tax PeriodsPeriods (including all Taxes allocated to the portion of a Straddle Tax Period ending on and including the Closing Date pursuant to Section 7.08(f)); (iid) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS (or any predecessor of NWS) Seller is or was a member on or prior to the Closing Date by reason of a liability Liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, state or local Law; (iiie) any and all income Taxes of any person Person imposed on NWS Seller arising under the principles of transferee or successor liability or by contractContract, relating to an event or transaction occurring before the during a Pre-Closing Date, Tax Period; (ivf) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense imposed on Seller under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 1374 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and such Taxes resulting from the sale of the Purchased Assets under Section 2.01; (vig) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, all Taxes imposed on Seller under Section 409A 1375 of the Code; and (h) all Taxes that arise out of the transactions contemplated hereby, including any excluding Transfer Taxes arising therefrom and any claim or Proceeding payable by a current or former NWS employee arising therefrom. In Buyer under Section 7.08(e)); in each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), . Seller shall reimburse Tyler Buyer for any Taxes of NWS that are the responsibility of the Shareholders Seller pursuant to this Section 8.4 7.08(a) within 15 five (5) Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such TaxesTaxes or out-of-pocket fees or expenses by Buyer or any Buyer Indemnitee. Provided, which notice the foregoing shall set forth not negate or limit Buyer’s liability for the amount and type of such any Taxes with reasonable specificity, and certified evidence that are included in the calculation of payment thereofFinal Working Capital. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, Seller shall indemnify the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shallCompany, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving CompanyBuyer, and each Tyler Indemnified Party Buyer Indemnitee and hold them harmless from and against (ia) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all income Taxes of NWS the Company Group or relating to the business of NWS the Company Group for all Pre-Closing Tax PeriodsPeriods including, without limitation, the portion of any Taxes of the Company Group with respect to a Straddle Period that are allocable to the period on or before the Closing Date; (iid) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS the Company (or any predecessor of NWSthe Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignfederal/national, state, /provincial or local Law; and (iiie) any and all income Taxes of any person imposed on NWS the Company Group arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), Seller shall reimburse Tyler Buyer for any Taxes of NWS the Company that are the responsibility of the Shareholders Seller pursuant to this Section 8.4 6.03 within 15 ten Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such TaxesTaxes by Buyer or the Company Group. The aggregate amount of all Losses for which Seller shall be liable pursuant to this Article VI, which notice together with Losses pursuant to Section 8.02(a), shall not exceed the Purchase Price. Notwithstanding the foregoing, the limitations set forth the amount and type of such Taxes herein shall not apply to Losses based upon, arising out of, with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable respect to any breaches or by reason of the Tax representationsfraud, warranties willful breach or covenants intentional misrepresentation of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the CodeSeller. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (ai) Except to Sellers shall indemnify Purchaser and its Affiliates (including the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other ShareholdersCompanies) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from all Losses arising in connection with (1) any liability, obligation or commitment, whether or not accrued, assessed or currently due and against (i) all income payable, for any Taxes of NWS or relating to imposed upon the business of NWS Companies for all any Pre-Closing Tax Periods; Period, except to the extent reflected as a liability on Final Working Capital, (ii2) all any liability for corporate income taxes, trade taxes and solidarity surcharges in connection with the sale of Sengewald Klinikprodukte GmbH & Co. KG (LP) and the sale of Kobusch-Sengewald GmbH & Co. KG, and (3) any breach of a representaxxxx xxx xxxxx xx Section 4.11 and any breach by Sellers of their obligations under this Agreement. Notwithstanding the foregoing, Sellers shall not indemnify and hold harmless Purchaser and its Affiliates (including the Companies) from any liability for (A) Taxes attributable to any action taken outside of any member the ordinary course of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member business on or prior to after the Closing Date by reason Purchaser, any of a liability under Treasury Regulation Section 1.1502-6 its Affiliates (including the Companies), or any comparable provisions transferee of foreign, statePurchaser or any of its Affiliates (other than any such action required by applicable Law or by this Agreement or pursuant to a legally binding commitment entered into by Sellers or the Companies made before the Closing) that directly increase the Tax liabilities of the Sellers or the Companies with respect to Pre-Closing Tax Periods (a "Purchaser Tax Act"), or local Law; (B) Taxes attributable to a breach by Purchaser of its obligations under this Agreement. (ii) Purchaser shall, and shall cause the Companies to, indemnify Sellers and their Affiliates and hold them harmless from (1) all liability for Taxes of the Companies for any Post-Closing Tax Period, (2) all liability for Taxes accrued on the Final Working Capital Statements, and (3) all liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of its obligations under this Agreement. (iii) Liability for real estate transfer taxes, stamp duty and all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all other Transfer Taxes arising from the transactions contemplated by this Agreement and incurred by NWS will be determined under the applicable tax law governing such tax in each applicable taxing jurisdiction. (except iv) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (1) the Taxes of the Companies allocable to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Code or an excise Tax to close of business on the recipient of such payments pursuant to Section 4999 of the CodeClosing Date, including any claim or Proceeding by provided that (A) real property, personal property, and other Taxes calculated on a current or former NWS employee or consultant arising therefromperiodic basis, and (viB) any failure exemptions, allowances or alleged failure deductions that are calculated on a periodic basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of an NWS Plan days in each period; and (2) notwithstanding anything to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of contrary in the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewithpreceding sentence, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shallparties agree that for U.S. federal income Tax purposes, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler Tax items for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice Straddle Period shall set forth the amount be apportioned between Pre-Closing Tax Periods and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsPeriods in accordance with U.S. Treasury Regulations Section 1.1502-76(b)(1)(ii)(B), which regulations shall be reasonably interpreted by the parties in a manner intended to achieve the method of apportionment described in the preceding sentence; and (3) the taxable period of any partnership or other pass-through entity in which any of the Companies hold a beneficial interest shall be deemed to terminate on the Closing Date.

Tax Indemnification. Subject in each case to Sections 8(f), 8(g), and 11(m), the Sellers shall be responsible for and shall pay, and shall indemnify and hold the Buyer and any of its assignees and Subsidiaries and their respective officers, directors, employees and agents (aeach a "Tax Indemnitee") Except harmless from and shall reimburse such Tax Indemnitee for any and all Taxes of or attributable to the Acquired Assets, the Target Companies or the Target Subsidiaries, and any expenses or other losses related thereto that are incurred, suffered or accrued, (A) for any Pre-Closing Period to the extent treated as a liability such Taxes exceed the reserve for Non-Income Tax liabilities included in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Date Pro Rata Shares), indemnify Tyler, the Surviving CompanyForma Balance Sheet, and each Tyler Indemnified Party and hold them harmless from and against (B) for (i) all income Taxes of NWS or relating any obligation to contribute to the business payment of NWS for all Pre-Closing a Tax Periods; (ii) all income Taxes of any member of an affiliated, determined on a consolidated, combined, or unitary basis with respect to any group of which NWS (a Target Company or any predecessor of NWS) Target Subsidiary is or was a member on or prior to the Closing Date by reason for Taxes in respect of a liability under Treasury Regulation Section 1.1502Pre-6 Closing Period or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before a taxable period which includes the Closing Date, (ivii) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility any Person (other than Buyer or its Affiliates) as transferee or successor by contract or otherwise for Taxes in respect of a Pre-Closing Period or (iii) subject to Section 8(a), any misrepresentation, inaccuracy or breach of any representation, or any breach of a warranty or covenant, related to Taxes by any of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of TylerSeller, the Surviving CompanyShare Sellers, and the Asset Sellers and/or any of their Affiliates under subsidiaries contained in this ARTICLE VIII. For purposesAgreement (or in any certificate, of claritydocument, such indemnification shall include any Losses relating list or schedule delivered to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler Buyer or any of its Affiliates taking Subsidiaries hereunder) (any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entitiesforegoing, jointly and severallya "Tax Loss"); provided, covenant and agree that they will indemnifyhowever, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred no Tax Loss may be claimed under this Section 9 by any Tax Indemnitee other than a single or aggregated Tax Loss in excess of such indemnified Persons as a result $100,000. Notwithstanding anything to the contrary in this Agreement and for the avoidance of or arising from all doubt, Seller shall have no indemnification obligation pursuant to the foregoing clause (B) for Taxes payable by included in the Tyler Entities reserve for PostNon-Income Tax liabilities included in the Closing Tax PeriodsDate Pro Forma Balance Sheet.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder Stockholders, the Optionholders and the Shareholders’ Representative (on behalf of the other Shareholders) Warrantholders shall, severally and not jointly (in accordance with each Shareholder’s their Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party Parent Indemnitees and hold them harmless from and against (ia) all income Taxes any Loss attributable to any breach of NWS or relating inaccuracy in any representation or warranty made in Section 3.19; (b) any Loss attributable to the business of NWS for any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Pre-Closing Tax PeriodsTaxes (including any Taxes payable with respect to a Straddle Period that are treated as Pre-Closing Taxes in accordance with Section 6.05 hereof);; (iid) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS the Company (or any predecessor of NWSthe Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, state or local Law; and (iiie) any and all income Taxes of any person imposed on NWS the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ ' and accountants’ ' fees) incurred in connection therewith, the Principal Shareholder Stockholders, the Optionholders and the Shareholders’ Representative (on behalf of the other Shareholders) Warrantholders shall, severally and not jointly (in accordance with each Shareholder’s their Pro Rata Shares), reimburse Tyler Parent for any Taxes of NWS the Company that are the responsibility of the Shareholders Stockholders, the Optionholders and the Warrantholders pursuant to this Section 8.4 6.03 within 15 ten Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such TaxesTaxes by Parent or the Company. Notwithstanding anything to the contrary contained in this Agreement or otherwise, which notice the Parent Indemnitees shall set forth the amount and type not be entitled to be indemnified or held harmless under this Agreement (including pursuant to a claim of such Taxes with reasonable specificitybreach of representation) for, and certified evidence the Stockholders, the Optionholders and the Warrantholders shall not be responsible for (i) any Taxes (or Losses relating to Taxes) (A) that are taken into account in Closing Working Capital or paid prior to the Closing (including through estimated Tax payments or other prepayments of payment thereof. Tax), (bB) Tyler shall indemnify the Shareholders and hold them harmless from any Loss Post-Closing Taxes ((including any Taxes payable with respect to a Straddle Period that are not treated as Pre-Closing Taxes in accordance with Section 6.05), (C) attributable to any breaches transactions outside of the Tax representationsordinary course of business that occur on the Closing Date after the Closing, warranties or covenants of Tyler(E) which are Transfer Taxes for which Parent is responsible pursuant to Section 6.01, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include or (ii) any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result availability of or arising from all Taxes payable by the Tyler Entities for Post-Closing limitations on, or reductions in or changes to, any Tax Periodsattributes (including, without limitation, net operating or capital losses, credit carryovers, Tax basis and depreciation or amortization periods).

Tax Indemnification. (a) Except Seller agrees that Buyer is to have no liability for any (i) Tax of the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf Company or any of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income Taxes of NWS or relating Transferred Entities related to the business of NWS for all a Pre-Closing Tax Periods; Period, (ii) all income Taxes liability for the payment of any amount of the type described in clause (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, combined or unitary group of which NWS for Taxes (or any predecessor of NWS) is or was a member on or prior to including the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignSeller Group), state, or local Law; (iii) all income Taxes Tax arising from a breach by Seller of any person imposed covenant or agreement contained in ‎Article 8, (iv) any Taxes (net of any related foreign Tax credits actually used by the Transferred Entities) attributable to amounts includable in income under Subpart F of the Code that is attributable to the income and operations of the Foreign Subsidiaries during a Pre-Closing Tax Period, which shall be determined by assuming that the Tax years of the Foreign Subsidiaries closed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, and (v) ISS Foreign Loan Taxes, and Seller agrees to indemnify, defend and hold harmless each Buyer Tax Indemnified Party against any such Tax (together with any interest, penalty, addition to Tax or additional amount), (any Tax described in (i), (ii), (iii), (iv) all Taxes and (v), a “Seller Indemnified Tax”) and (vi) any costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, defense, assessment or assertion of any Seller Indemnified Tax (any amount described in (i), (ii), (iii), (iv), (v) or (vi), a “Seller Indemnified Tax Loss”); provided that Seller shall have no liability for the payment of any Seller Indemnified Tax Loss (w) attributable to or resulting from any action described in ‎Section 8.01(a), including an election made by Buyer under Section 338 of the Code or any comparable provision of Applicable Law with respect to the transactions contemplated by this Agreement and incurred by NWS Agreement, (except x) for which Buyer is otherwise required to indemnify Seller under ‎Section 8.05(b), (y) to the extent otherwise set forth that such Seller Indemnified Tax Loss is reflected in this Agreementthe calculation of Closing Working Capital or (z) in respect of ISS Foreign Loan Taxes (I) in excess of $ 2,000,000, or (II) for any Tax year beginning on or after January 1, 2020 (each of (w), (vx), (y) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesz), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofa “Seller Indemnified Tax Loss Limitation”). (b) Tyler shall Buyer agrees that Seller is to have no liability for (i) any Tax resulting from the breach of any covenant or agreement made or to be performed by Buyer contained in this ‎Article 8 or (ii) any Taxes of Buyer or any Transferred Entity for a Post-Closing Tax Period (other than any Taxes (y) described in ‎Section 8.05(a)(iii) through Section 8.05(a)(v), or (z) resulting from a misrepresentation or breach of a Post-Closing Tax Representation), and Buyer agrees to indemnify the Shareholders and hold them harmless from each Seller Tax Indemnified Party against any Loss attributable such Tax (together with any interest, penalty, addition to Tax or additional amount) (any breaches of the Tax representationsdescribed in (i) or (ii), warranties or covenants of Tyler, the Surviving Companya “Buyer Indemnified Tax”), and their Affiliates under this ARTICLE VIII. For purposes(iii) any costs and expenses (including, without limitation, reasonable expenses of clarityinvestigation and attorneys’ fees and expenses) arising out of or incident to the imposition, such indemnification shall include assessment or assertion of any Losses relating to Taxes imposed on the ShareholdersBuyer Indemnified Tax (any amount described in (i), NWS (ii) or the Surviving Company as (iii), a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code“Buyer Indemnified Tax Loss”). (c) The Tyler Entitiesamount of any indemnification payment made under this ‎Section 8.05 by the party making an indemnification payment under ‎Section 8.05 (the “Tax Indemnifying Party”) shall be net of any Tax Savings realized by the party receiving such payment (the “Tax Indemnified Party”) arising from the incurrence of the event giving rise to such payment or payment of any indemnification payment with respect thereto. For purposes hereof, jointly and severally“Tax Savings” means, covenant and agree with respect to any event for which an indemnification payment is made under ‎Section 8.05, an amount by which the net Tax liability of the Tax Indemnified Party (or a group filing a Tax Return that they will indemnifyincludes such Tax Indemnified Party) is actually reduced in, defendor prior to, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after year the Effective Time from and against all Losses Indemnified Tax Loss is incurred by any of such indemnified Persons as a result of the Indemnified Tax Loss or arising the amount of Tax refund that is generated as a result of such Indemnified Tax Loss in, or prior to, the year the Indemnified Tax Loss is incurred, and any related interest received from all Taxes payable the applicable Taxing Authority in, or prior to, the year the Indemnified Tax Loss is incurred. If the Tax Indemnified Party receives any net Tax Savings subsequent to an indemnification payment by the Tyler Entities for Post-Closing Tax PeriodsIndemnifying Party, then such Tax Indemnified Party shall pay to the Tax Indemnifying Party the amount of such net Tax Savings up the amount received by the Tax Indemnified Party, net of any expenses incurred by such Tax Indemnified Party in collecting such amount.

Tax Indemnification. (a) Except From and after the Applicable Closing Date, and without duplication, LivaNova shall indemnify and hold harmless the Purchaser Indemnitees from and against any and all Losses for (i) Taxes attributable to the ownership and operation of the Transferred Assets or the Business attributable to all Pre-Closing Tax Periods, (ii) Taxes of the Transferred Subsidiaries attributable to all Pre-Closing Tax Periods, (iii) Taxes imposed on LivaNova or any of its affiliates (not including the Transferred Subsidiaries) for any taxable period except to the extent treated such Taxes are attributable solely to (A) Purchaser’s ownership or operation of the Transferred Subsidiaries, the Transferred Assets or the Business or (B) items of income of the Transferred Subsidiaries arising in a Post-Closing Tax Period, (iv) any breach by LivaNova or any of its affiliates of the representations and warranties contained in Section 3.14 or of any covenant or agreement contained in Sections 1.05 and 9.06 and this Article X (other than a breach by a Transferred Subsidiary following the Applicable Closing Date), (v) Taxes of another person (other than a Transferred Subsidiary) imposed on a Transferred Subsidiary (A) as a liability transferee or successor due to transactions occurring on or prior to the Applicable Closing, (B) as a result of contracts or agreements entered into (other than commercial contracts entered into in the calculation ordinary course of business the primary subject matter of which is not Taxes)on or prior to the Applicable Closing, or (C) as a result of such Transferred Subsidiary being included in any fiscal unity or consolidated, affiliated, combined, unitary or similar group at any time prior to the Applicable Closing Working CapitalDate, the Principal Shareholder and the Shareholders’ Representative (vi) Transfer Taxes imposed on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata SharesLivaNova pursuant to Section 10.01(b), indemnify Tyler(vii) all liability for VAT imposed on LivaNova or any Seller pursuant to Section 10.02(i) and (viii) all Taxes (other than Transfer Taxes addressed in Section 10.01(b)) and VAT addressed in Section 10.02(i)) imposed in connection with the Restructuring, in each case, to the Surviving Companyextent such liability for Taxes is not included in the determination of Net Working Capital as finally determined hereunder. Notwithstanding the foregoing, LivaNova shall not have any obligations under this Section 10.03(a) for any liability for Taxes that results from any breach of any covenants or agreements of Purchaser or its affiliates under this Agreement. (b) From and after the Applicable Closing Date, and each Tyler Indemnified Party without duplication, Purchaser shall indemnify and hold them harmless the Seller Indemnitees from and against (i) all income liability for Taxes of NWS or relating attributable to the business ownership and operation of NWS the Transferred Assets, the Transferred Subsidiaries or the Business for all PrePost-Closing Tax Periods; Periods (other than any such amounts arising as a result of a breach of the representations contained in Sections 3.14(a)(viii), 3.14(a)(ix), 3.14(a)(x)), or 3.14(d) and any other amounts that are properly indemnifiable by LivaNova pursuant to Section 10.03(a)), (ii) all income Taxes any breach by Purchaser or any of its affiliates of any member of an affiliated, consolidated, combined, any covenants or unitary group of which NWS agreements in Sections 1.05 and 9.06 and this Article X (or any predecessor of NWS) is or was other than a member breach by a Transferred Subsidiary on or prior to before the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignClosing), state, or local Law; (iii) all income liability for Transfer Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating Purchaser pursuant to an event or transaction occurring before the Closing Date, Section 10.01(b) and (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments liability for VAT imposed on Purchaser pursuant to Section 4999 of 10.02(i). Notwithstanding the Codeforegoing, including Purchaser shall not have any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (viobligations under this Section 10.03(b) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any liability for Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless results from any Loss attributable to breach of any breaches covenants or agreements of the Tax representations, warranties LivaNova or covenants of Tyler, the Surviving Company, and their Affiliates its affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the CodeAgreement. (c) The Tyler EntitiesIn the case of any Straddle Period, jointly and severallyTaxes shall be allocated to the Pre-Closing Tax Period in accordance with Section 10.01(b)(iii). (d) Notwithstanding any other provision in this Agreement, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time Purchaser Indemnitees shall not have any right to indemnification (i) under Section 10.03(a)(i) or Section 10.03(a)(iv) from and against all Losses incurred by any Taxes of such indemnified Persons as a result of or arising from all Taxes payable by any person that are attributable to the Tyler Entities for Post-Closing Tax PeriodsPeriod (other than with respect to a breach of the representations contained in Sections 3.14(a)(viii), 3.14(a)(ix) 3.14(a)(x) or 3.14(d)) or (ii) under this Section 10.03 due to the unavailability in any Post-Closing Tax Period of any net operating losses, credits or other Tax attributes otherwise attributable to the Pre-Closing Tax Period. (e) None of Purchaser, the Transferred Subsidiaries or any affiliate of Purchaser shall, without the prior written consent of LivaNova (such consent not to be unreasonably withheld, conditioned, or delayed) engage in any transaction (other than any transactions expressly contemplated by this Agreement, the Ancillary Agreements, or the Restructuring Plan) on the Initial Closing Date but after the Initial Closing that is outside the ordinary course of business.

Tax Indemnification. (a) Except to From and after the extent treated as a liability in the calculation of Closing Working CapitalDate, the Principal Shareholder PAG and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving CompanySeller shall be liable for, and PAG and Sellers, jointly and severally, shall indemnify the Companies, Buyer and its affiliates and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives (the "Buyer Indemnitees") against and hold them harmless from and against (i) all income Taxes liability for taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes of Companies and any member of an affiliated, consolidated, combined, combined or unitary group of which NWS either Company (or a predecessor thereof) has ever been a member ("Tax Affiliates") for the Pre-Closing Tax Period, (ii) all liability as a result of Treas. Reg. Section 1. 1502-6(a) (or any predecessor similar provision of NWSstate, local or foreign law) for taxes of such Seller or any other corporation that is or was has been affiliated with such Seller other than the Companies, (iii) all liability for any taxes of another person for which either Company or any Tax Affiliate is or becomes liable in respect to the Pre-Closing Tax Period, by law, contract or otherwise, (iv) all liability attributable to a member breach by Sellers of their representations, warranties or covenants under Section 5.12.2 above, and (v) all liability for reasonable legal fees and expenses attributable to any item in clause (i), (ii), (iii) or (iv) above. (b) From and after the Closing Date, Buyer and each Company, jointly and severally, shall indemnify each Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents, representatives (the "Seller Indemnitees") against and hold them harmless from (i) all liability for taxes of Buyer and its affiliates other than taxes of the Companies and their Tax Affiliates, for all taxable periods whether ending before, on or after the Closing Date, and for taxes of the Companies and their Tax Affiliates' operations occurring in the Post-Closing Tax Period, (ii) all liability for taxes attributable to any action taken on or after the Closing Date by Buyer, any of its affiliates, including the Companies at Buyer's instruction, or any transferee of Buyer or any of its affiliates (other than any action expressly required by applicable law or by this Agreement), and (iii) all liability for reasonable legal fees and expenses attributable to any item in clause (i) or (ii) above. Notwithstanding the foregoing provisions of this Section 5.12.5(b), Buyer and its affiliates, including the Companies, shall have no obligation to indemnify Seller Indemnitees or to bear any taxes attributable to the transfer of the Fiber Pole Business as contemplated by Section 7.14 below. Such taxes are and shall be the sole responsibility and joint and several obligation of PAG and Sellers except to the extent such taxes are specifically reserved for as a current tax liability on the Final Statement or paid and withheld pursuant to Section 5.12.2(q) above. (c) The portion of tax for a Straddle Period that is attributable to the Pre-Closing Tax Period, which is the sole liability of Sellers and PAG, shall be: (i) In the case of Income Taxes, the amount of the Income Tax that would be payable if the relevant tax period ended on the Closing Date; and (ii) In the case of all other taxes, the amount of tax for the Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf denominator of which is the other Shareholders) shall, severally and not jointly (number of days in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofentire Straddle Period. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working CapitalSeller shall indemnify each Company, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving CompanyBuyer, and each Tyler Indemnified Party Buyer Indemnitee and hold them harmless from and against (ia) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this ARTICLE VI; (c) all income Taxes of NWS each Company or relating to the business of NWS that Company for all Pre-Closing Tax Periods; (iid) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS either Company (or any predecessor of NWSpredecessor) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, state or local Law; (iiie) (e) any and all Taxes related to the Company’s deferral of withholding and remittance of Applicable Taxes with respect to Applicable Wages pursuant to IRS Notice 2020-65 (or any comparable regime for state or local Tax purposes); (f) any and all withholding Taxes required to be deducted and withheld with respect to payments made by Buyer to Seller (or by either Company to the Seller) (or in connection with the transactions contemplated by this Agreement, including the exercise of options or payment of stock) pursuant to applicable Tax laws in connection with the transactions contemplated pursuant to this Agreement; (g) any and all amounts required to be paid by either Company pursuant to any Tax Sharing Agreement, Tax exemption, Tax holiday, Tax reduction or similar type agreement (that any Company was a party on or prior to the Closing Date); (h) any income Tax owed resulting from an increase in Taxable income (including attributable to cancellation of indebtedness income) attributable to forgiveness, cancellation or reduction of any PPP Loan or Taxes attributable to the denial of an expense or deduction pursuant to IRS Notice 2020-32 or any comparable provision of state or local Law (and any successors thereof including any Treasury Regulations or further IRS or other Taxing Authority pronouncements); (i) [Intentionally omitted]; and (j) any and all Taxes of any person Person imposed on NWS either Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing DateClosing, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), . Seller shall reimburse Tyler Buyer for any Company Taxes of NWS that are the Seller’s responsibility of the Shareholders pursuant to this Section 8.4 6.03 within 15 ten Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall Taxes by Buyer or either Company is given to Seller. Notwithstanding anything to the contrary set forth herein, the amount and type of such Taxes with reasonable specificity, and certified evidence which are indemnified pursuant to this Section 6.03 which would have been payable or paid shall be determined without taking into account any carryback of payment thereof. any Tax attribute (bincluding any net operating loss carryback) Tyler shall indemnify the Shareholders and hold them harmless from arising in any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and period ending after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsDate.

Tax Indemnification. (a) Except Without otherwise limiting the indemnification of Buyer Indemnified Parties pursuant to Section 6.3, Sellers shall jointly and severally indemnify the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Buyer Indemnified Party Parties and hold them harmless from and against any Loss attributable to (ia) all income any Taxes (or the non-payment thereof) of NWS or relating to the business of NWS Company for all the 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 Periods; Period”), (iib) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS (or any predecessor of NWS) the Company is or was a member on or prior to the Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section § 1.1502-6 or any comparable provisions of foreign, analogous or similar state, local, or local Law; foreign law or regulation, and (iiic) any and all income Taxes of any person Person (other than the Company) imposed on NWS arising under the principles of Company as a transferee or successor liability successor, by contract or by contractpursuant to any law, relating rule or regulations, which Taxes relate to an event or transaction occurring before the Closing DateClosing; provided, however, that in the case of clauses (a), (ivb) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except c) above, Sellers shall be liable only to the extent otherwise set forth in this Agreement)that such Taxes exceed the amount, if any, reserved for such Taxes (vexcluding any reserve for deferred Taxes established to reflect timing difference between book and Tax income) all Taxes arising from a nondeductible expense under Section 280G on the face of the Code or an excise Tax Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the Purchase Price adjustment provided in Sections 2.2.4. Sellers’ Representative shall cause the Buyer Indemnified Parties to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrombe reimbursed, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) Sellers shall, severally jointly and not jointly (in accordance with each Shareholder’s Pro Rata Shares)severally, reimburse Tyler the Buyer Indemnified Parties, for any Taxes of NWS the Company that are the responsibility of the Shareholders pursuant to this Section 8.4 Sellers within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall Taxes by any one or more of the Buyer Indemnified Parties. The procedures set forth the amount in Sections 6.3.3 and type of such Taxes 6.3.4 shall apply with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable respect to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred claims made by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities Buyer Indemnified Parties for Post-Closing Tax Periodsindemnification pursuant to this Section 6.7.5.

Tax Indemnification. (ai) Except Seller shall indemnify and hold harmless Purchaser and its Affiliates (including, after the Closing, Finance Company), and in each such case their respective directors, officers, employees and agents, from and against any and all Damages resulting from, arising out of, based on or relating to Finance Company's Pre-Closing Date Tax Liability if and to the extent treated as a that such liability in exceeds the calculation sum of Closing Working Capital(A) all amounts actually paid by any Person (including amounts actually paid by Finance Company before the Closing, but excluding any amounts paid by Purchaser, its Affiliates, and Finance Company after the Principal Shareholder and the Shareholders’ Representative (Closing) on behalf of Finance Company to the Internal Revenue Service or to any other Shareholderstax collecting agency or authority, with respect to Finance Company's Pre-Closing Date Tax Liability, (B) shallthe amount of the provision for current Taxes reflected on the Adjusted Closing Date Balance Sheet and (C) the amount of any liability reflected on the Adjusted Closing Date Balance Sheet as a reserve for future tax disputes. (ii) Seller shall indemnify and hold harmless Purchaser and its Affiliates (including, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesafter the Closing, Finance Company ), indemnify Tylerand in each such case their respective directors, the Surviving Companyofficers, employees and each Tyler Indemnified Party and hold them harmless agents, from and against any and all Damages resulting from, arising out of, based on or relating to any and all sales, use or other similar Taxes required to be collected in respect of any Financing Contract during the 6 months following the Closing Date if (i) all income Taxes such Tax is not being collected by Finance Company in respect of NWS or relating the Financing Contract pursuant to the business of NWS for all Pre-Closing Tax Periodsits reliance on an applicable exemption from such Tax; (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) such exemption from Tax is or was a member on or prior to the Closing Date dependent upon receipt by reason Finance Company of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Lawproperly executed Exemption Certificate; and (iii) all income Taxes within 6 months of the Closing, Purchaser has notified Seller that the applicable Exemption Certificate is either not in Finance Company's existing records or files or is not obtainable from the particular customer following reasonable commercial efforts of Purchaser or Finance Company to obtain such Exemption Certificate from the customer. (iii) Seller shall indemnify Finance Company for any person imposed loss or other impairment of or to Finance Company's tax benefits under any Financing Contract caused by an act or omission of an Obligor thereunder occurring on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, . (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent Except as otherwise set forth in Section 7.1(a) or this AgreementSection 7.1(d), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler Purchaser shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders Seller and its Affiliates and their respective agentsdirectors, representativesofficers, Affiliates, beneficiaries employees and heirs, and employees at all times from and after the Effective Time agents from and against any and all Losses incurred by Damages resulting from, arising out of, based on or relating to, Taxes with respect to Finance Company for any of such indemnified Persons as a result of or arising from all Taxes payable by taxable period ending after the Tyler Entities for Post-Closing Tax PeriodsDate.

Tax Indemnification. (a) Except From and after the Closing, subject to the extent treated as a liability in the calculation of Closing Working CapitalSection 12.1 and Sections 9.3(b) and 9.3(d) through (h), the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, each KA Owner shall severally and not jointly (jointly, in accordance with each Shareholder’s its Pro Rata Shares)Percentage, indemnify Tylerindemnify, the Surviving Company, and each Tyler Indemnified Party defend and hold harmless the Buyer Indemnitees against any and all Losses suffered, incurred or sustained by any of them harmless from and against or to which any of them becomes subject, resulting from, arising out of or relating to: (i) all income Taxes (or the non-payment thereof) of NWS or relating to the business of NWS each KA Entity for all any Pre-Closing Tax Periods; Period (determined in accordance with Section 10.4(b) hereof) (including for the avoidance of doubt, any Taxes (A) resulting from the Equity Restructuring or (B) that should have been withheld by any KA Entity in connection with amounts paid to any Person (including an employee or independent contractor)), (ii) all income Taxes of KA RetainCo or its Subsidiaries for any member of an affiliatedperiod, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes any breach of any person imposed on NWS arising under the principles of transferee representation or successor liability or warranty made by contract, relating to an event or transaction occurring before the Closing Dateany KA Party in Section 4.7, (iv) all Taxes arising from the transactions contemplated any failure by this Agreement and incurred by NWS (except any KA Party to the extent otherwise set forth in this Agreement), perform any of its Pre-Closing Covenants with respect to Tax matters or (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the ShareholdersSellers’ Representative determined in accordance with Section 10.3. The disclosure of any Liability for or relating to any Tax on any section of the payment of KA Disclosure Schedule does not relieve the indemnification obligations arising under Sections 10.4(a)(i), (ii), (iv) or (v) with respect to such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofdisclosed Liability. (b) Tyler shall indemnify The parties shall, to the Shareholders and hold them harmless from any Loss attributable extent permitted under applicable Law, elect with the relevant Taxing authority for all Tax purposes to any breaches treat the Closing Date as the last day of the Tax representationstaxable period of the KA Parties and their Subsidiaries. Where not so permitted, warranties in the case of any Straddle Period of a KA Party or covenants of Tylerits Subsidiary, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, portion of clarity, such indemnification shall include any Losses relating Taxes that are allocable to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for PostPre-Closing Tax PeriodsPeriod shall be, (i) in the case of Taxes that are not based on income or receipts, the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, such as real property Taxes, 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 Pre-Closing Tax Period and the denominator of which is the number of calendar days in the Straddle Period and (ii) in all other cases, the amount that would be payable if the taxable year or period ended on and included the Closing Date.

Tax Indemnification. (a) Except to From and after the extent treated as a liability in the calculation of Closing Working CapitalDate, the Principal Shareholder Parent and the Shareholders’ Representative (on behalf of the other Shareholders) shallSeller, severally jointly and not jointly (in accordance with each Shareholder’s Pro Rata Shares)severally, shall indemnify Tyler, the Surviving Company, Purchaser and its affiliates and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the "PURCHASER INDEMNITEES") against and hold them harmless from and against (i) all income liability for Taxes of NWS or relating to the business of NWS Company and its subsidiaries for all the Pre-Closing Tax Periods; Period, (ii) all income Taxes liability (as a result of any member of an affiliated, consolidated, combined, or unitary group of which NWS Treasury Regulation ss. 1.1502-6(a) (or any predecessor similar provision of NWSstate, local or foreign law)) for Income Taxes of Parent and Seller or any other corporation which is or was a member has been affiliated with Parent and Seller (other than the Company or any of its subsidiaries), (iii) all liability for Taxes related to the Excluded Assets and (iv) all liability for reasonable legal fees and expenses attributable to any item in clause (i), (ii) or (iii) above. Notwithstanding the foregoing, Parent and Seller shall not indemnify and hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to any action taken on or prior to after the Closing Date by reason Purchaser, any of a liability under Treasury Regulation Section 1.1502-6 its affiliates (including the Company or any comparable provisions of foreign, stateits subsidiaries), or local Law; any transferee of Purchaser or any of its affiliates (iii) all income Taxes of other than any person imposed on NWS arising under the principles of transferee or successor liability such action expressly required by Applicable Law or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), ) (va "PURCHASER TAX ACT") all Taxes arising from or attributable to a nondeductible expense breach by Purchaser of its obligations under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofAgreement. (b) Tyler From and after the Closing Date, Purchaser shall indemnify Parent, Seller and their affiliates and each of their respective officers, directors, employees, stockholders, members, partners, agents and representatives and their respective successors and assigns (the Shareholders "SELLER INDEMNITEES") against and hold them harmless from any Loss (i) all liability for Taxes of the Company and its subsidiaries for all taxable periods whether ending before, on or after the Closing Date other than Taxes described in 7.01(a)(i) through (iii), (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 reasonable legal fees and expenses attributable to any breaches of the Tax representations, warranties item in clause (i) or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1(ii) of the Codeabove. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except The Shareholders jointly and severally agree to indemnify and hold forever harmless each Purchaser Group Member from and against, and to promptly pay to such Purchaser Group Member or reimburse such Purchaser Group Member for, any and all Damages sustained or incurred by such Purchaser Group Member in connection with, caused by or arising from (i) any Tax of any Company with respect to any taxable period (or portion thereof, determined in a manner consistent with Section 14.1 hereof) ending on or before the Closing Date (except to the extent treated such Tax was reflected as a liability in Liability on the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata SharesBalance Sheets), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes for which any Company is liable pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of having been a member of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason or as a result of a liability under Treasury Regulation Section 1.1502-6 any Tax sharing or any comparable provisions of foreign, state, or local Lawsimilar agreement; (iii) all income Taxes of any person Person (other than each Company) imposed on NWS arising under the principles of any Company as a transferee or successor liability successor, or by contractContract, relating which Taxes relate to an event or transaction occurring before the Closing Date, Closing; (iv) all Transfer Taxes arising from the transactions contemplated by this Agreement and incurred by NWS for which Shareholders are responsible pursuant to Section 14.6; (except to the extent otherwise v) any breach of representations or warranties set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, 3.13 hereof; and (vi) any failure or alleged failure breach of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other covenants contained in this Article 14. Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to ’ indemnification obligations under this Section 8.4 within 15 Business Days after Tyler or 14.2 are referred to herein as the Surviving Company provides written notice “Tax Indemnity” and each claim for Damages described in this Section 14.2 is referred to herein as a “Tax Claim” and collectively as the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof“Tax Claims”. (b) Tyler For purposes of this Section 14.2 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 Purchaser is entitled to recover from Shareholders shall indemnify the Shareholders and hold them harmless from any Loss be deemed to be attributable to any breaches of the a Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating period with respect to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing which Shareholders are required to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Codeindemnify Purchaser. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working CapitalThe ChoicePoint Entities will jointly and severally indemnify, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party defend and hold them the LabOne Indemnified Parties harmless from and against (i) all income liability for Taxes of NWS the Xxxxxx Entities for any taxable period that ends on or relating to before the business date hereof and the portion of NWS for all Pre-Closing Tax Periods; any Straddle Period ending on the date hereof, (ii) all income liability (as a result of Treas. Reg.ss.1.1502-6(a) or otherwise) for Income Taxes of any member ChoicePoint Entity or any other Person (other than the Xxxxxx Entities) which is or has ever been affiliated with any of an affiliatedthe Xxxxxx Entities, or with whom any of the Xxxxxx Entities otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, combined or unitary group of which NWS (or any predecessor of NWS) is or was a member on or Tax Return, prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreigndate hereof, state, or local Law; (iii) all income Taxes liability for any breach of any person imposed on NWS arising under ChoicePoint's representations and warranties contained in Section 3.12 or the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing DateChoicePoint Entities' covenants contained in this Section 10, (iv) all liability for any Taxes arising from out of, or attributable to any of the transactions distributions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in Section 2 of this Agreement), and (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Codeliability for reasonable legal, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, accounting and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket appraisal fees and expenses with respect to any item described in clause (i), (ii), (iii) or (iv) above; provided, however, that a LabOne Indemnified Party shall not be entitled to indemnification hereunder to the extent an accrual of liability or a specific reserve for such matter is included in the Final Working Capital Statement. Notwithstanding the foregoing, ChoicePoint will not indemnify, defend or hold harmless any member of the LabOne Indemnified Parties from any liability for Taxes attributable to any action taken on the date hereof by LabOne, any of its subsidiaries or Affiliates (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata SharesXxxxxx Entities), reimburse Tyler for or any Taxes transferee of NWS that are LabOne or any of its subsidiaries or Affiliates (other than any such action taken in the responsibility ordinary course of the Shareholders pursuant to business or expressly required or otherwise expressly contemplated by this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofAgreement) (a "LabOne Tax Act"). (b) Tyler shall indemnify the Shareholders LabOne will indemnify, defend and hold them the ChoicePoint Indemnified Parties harmless from and against (i) except to the extent any Loss of the ChoicePoint Entities is otherwise required to indemnify LabOne for such Tax pursuant to Section 10.7(a), all liability for Taxes of each of the Xxxxxx Entities for any taxable period beginning after the date hereof and the portion of any Straddle Period beginning after the date hereof, (ii) all liability for Taxes attributable to any breaches a LabOne Tax Act, (iii) all liability for Taxes attributable to an election by LabOne under section 338 of the Tax representations, warranties or covenants of Tyler, Code with respect to the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) purchase of the CodeXxxxxx Entities and (iv) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (i), (ii) or (iii) above. (c) The Tyler Entities, jointly and severally, covenant and agree that they will obligations of each party to indemnify, defend, protect, defend and hold harmless the Shareholders other party or parties and their respective agentsother Persons, representativespursuant to Sections 10.7(a) and 10.7(b), Affiliateswill terminate upon the expiration of all applicable statutes of limitations (giving effect to any extensions thereof); provided, beneficiaries however, that such obligations to indemnify, defend and heirshold harmless will not terminate with respect to any individual item as to which an Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the applicable Indemnifying Party. (d) In the case of any Straddle Period: (i) The periodic Taxes of each of the Xxxxxx Entities that are not based on income or receipts (e.g., property Taxes) for the portion of any Straddle Period ending on the date hereof (the "Pre-Closing Tax Period") shall be computed based on the ratio of the number of days in the Pre-Closing Tax Period and employees at all times from and after the Effective Time from and against all Losses incurred number of days in the entire Tax period; (ii) Taxes of each of the Xxxxxx Entities for the Pre-Closing Tax Period (other than Taxes described in Section 10.7(d)(i) above) will be computed as if such taxable period ended as of the close of business on the date hereof, and, in the case of any Taxes of any of the Xxxxxx Entities attributable to the ownership by any of the Xxxxxx Entities of any equity interest in any partnership or other "flowthrough" entity, as if a taxable period of such indemnified Persons partnership or other "flowthrough" entity ended as of the close of business on the date hereof, and, in each case, if such Taxes are Income Taxes, such Income Taxes shall be computed by determining the items of income, expense, deduction, loss or credit on a result "closing of or arising from all the books" basis as of the end of the date hereof; and (iii) Income Taxes payable by of each of the Tyler Xxxxxx Entities for Postwhich a Consolidated Tax Return is filed will be computed in accordance with the principles of Treas. Xxx.xx. 1.1502-76 as if separate returns had been filed for each of the Xxxxxx Entities for such Pre-Closing Tax PeriodsPeriod and all prior taxable periods. (e) Any indemnity payment required to be made pursuant to this Section 10.7 will be 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 (or would be required to be paid if no such Taxes are due) to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working CapitalThe covenants, the Principal Shareholder agreements, representations and the Shareholders’ Representative (on behalf warranties of the parties hereto contained in this Article 7 or in any certificate or other Shareholders) shall, severally and not jointly (writing delivered pursuant to this Article 7 or in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Companyconnection herewith shall survive for such period as set forth in Section 10 herein, and each Tyler any indemnification claims made under this Section 7.7 shall be made pursuant to Article 10 below. (b) Seller hereby agrees to indemnify the Purchaser Indemnified Party Parties (as defined in Section 10.2(a)) against and to hold them harmless from and against (i) all income Taxes any (x) Tax of NWS the Company or relating any of its Subsidiaries and (y) liabilities, costs, expenses (including, without limitation reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the business imposition, assessment or assertion of NWS for all Pre-Closing any Tax Periodsof the Company or any of its Subsidiaries and any liability of the Company or any of its Subsidiaries as transferee, in each case related to the Tax Indemnification Period and in each case incurred or suffered by any Purchaser Indemnified Party or, effective upon the Closing, the Company or any of its Subsidiaries; and (ii) any and all income Damages (as defined in Section 10.2(a)) incurred or suffered by the Purchaser Indemnified Parties arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Seller pursuant to this Article 7. The indemnification set forth in the preceding sentence shall not apply to or in respect of Taxes of the Company or any member of an affiliatedits Subsidiaries to the extent that such Taxes were funded by a payment by the Seller to the Purchaser pursuant to Sections 7.4(b) or 7.4(c) or are the obligation of Purchaser pursuant to the penultimate sentence of Section 7.3(a). Purchaser hereby agrees to indemnify the Seller Indemnified Parties (as defined in Section 10.2(a)) against and to hold them harmless from any and all Damages incurred or suffered by the Seller Indemnified Parties arising out of any misrepresentation or breach of warranty, consolidatedcovenant or agreement made or to be performed by the Purchaser pursuant to this Article 7. (c) For purposes of Section 7.4(c) and this Section 7.7, combinedin the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or gross receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income or gross receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and its Subsidiaries. (d) Purchaser agrees to give prompt notice to the Seller of the assertion of any claim, or unitary group the commencement of any suit, action or proceeding in respect of which NWS indemnity may be sought hereunder, which the Purchaser deems to be within the ambit of this Section 7.7 (specifying with particularity the basis therefor) and will give the Seller such information with respect thereto as the Seller may request. Seller may, at its own expense, (i) participate in and, (ii) upon notice to the Purchaser, assume the defense of any such suit, action or proceeding; provided that, (y) the Seller shall thereafter consult with the Purchaser upon the Purchaser's reasonable request for such consultation from time to time with respect to such suit, action or proceeding, and (z) the Seller shall not, without the Purchaser's consent, which consent shall not be unreasonably withheld, agree to any settlement with respect to any Tax if such settlement could materially adversely affect the past, present or future Tax liability of the Purchaser, any of its Affiliates or, upon the Closing, the Company or any predecessor of NWSits Subsidiaries. If the Seller assumes such defense, the Purchaser shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Seller. Whether or not the Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (e) Seller agrees to give prompt notice to the Purchaser of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which the Seller deems to be within the ambit of this Section 7.7 (specifying with particularity the basis therefor) and will give the Purchaser such information with respect thereto as the Purchaser may request. Purchaser may, at its own expense, (i) participate in and, (ii) upon notice to the Seller, assume the defense of any such suit, action or proceeding; provided that (y) the Purchaser shall thereafter consult with the Seller upon the Seller's reasonable request for such consultation from time to time with respect to such suit, action or proceeding, and (z) the Purchaser shall not, without the Seller's consent, which consent shall not be unreasonably withheld, agree to any settlement with respect to any Tax if such settlement could materially adversely affect the past, present or future Tax liability of the Seller or any of its Affiliates. If the Purchaser assumes such defense, the Seller shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Purchaser. Whether or not the Purchaser chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (f) Seller shall not be liable under this Section 7.7 with respect to any Tax resulting from a claim or demand the defense of which the Seller was not offered the opportunity to assume, as provided under Section 7.7(d) hereof, to the extent the Seller's liability under Section 7.7(b) is adversely affected as a result thereof. No investigation by the Purchaser or was a member on any of its Affiliates at or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes shall relieve the Seller of any person imposed on NWS arising liability hereunder. (g) Purchaser shall not be liable under this Section 7.7 with respect to any Tax resulting from a claim or demand the principles defense of transferee or successor liability or by contractwhich the Purchaser was not offered the opportunity to assume, relating to an event or transaction occurring before the Closing Dateas provided under Section 7.7(e) hereof, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense the Purchaser's liability under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi7.7(b) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company is adversely affected as a result of Tyler thereof. No investigation by the Seller or any of its Affiliates taking at or prior to the Closing Date shall relieve the Purchaser of any action or failing liability hereunder. (h) Any amounts owned by any party to take any actions that cause other party under this Section 7.7 shall be paid within 10 business days of notice from such other party. Any amounts which are not paid within such 10-day period shall accrue interest at the Merger to fail to qualify as a reorganization monthly "Federal short-term rate" under Section 368(a)(11274(d)(1)(C) of the CodeCode applicable to any period for which such interest is payable. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except Notwithstanding any provision to the extent treated as a liability contrary contained in the calculation of Closing Working Capitalthis Agreement except for Section 8.2(b), the Principal Shareholder last sentence of Section 10.2(a), and clause (y) (including the Shareholders’ Representative (on behalf provisos thereto) of Section 10.5, and Sections 10.6, 10.7, 10.8 and 10.10, the stockholders of the other Shareholders) shall, Company shall severally (and not jointly (in accordance with each Shareholder’s Pro Rata Sharesjointly), in proportion to the Prior Ownership Allocation, agree, as Stockholder Indemnitors' (as defined herein), to indemnify Tylerdefend and hold harmless Parent, Merger Sub, the Surviving CompanyCorporation, their Affiliates (including the Company and each Tyler Indemnified Party its Subsidiaries) and hold them harmless from the successors to the foregoing (and their respective shareholders, officers, directors, employees and agents) on an after-tax basis (without duplication) against (i) all Taxes, losses, claims and expenses resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the failure of any representation or warranty made pursuant to Section 4.17 (other than Section 4.17(a) or (b)) of this Agreement to be true and correct as of the Closing Date; (ii) all Taxes imposed on or asserted against the properties, income Taxes or operations of NWS the Company or relating to its Subsidiaries, or for which the business Company or any of NWS its Subsidiaries may otherwise be liable, for all Pre-Closing Tax Periods; Periods (including, with respect to taxable periods that begin prior to and end after the Closing Date, the portion of such taxable periods up to and including the Closing Date), except for (x) Taxes accrued and fully provided for in accordance with GAAP on the unaudited consolidated balance sheet of the Company as of April 30, 2000, (y) Taxes imposed or asserted against the properties, income or operations of the Company or its Subsidiaries or for which the Company or any of its Subsidiaries may otherwise be liable as a result of the conduct of operations (including holding of property) in the ordinary course of business of the Company or its Subsidiaries after April 30, 2000 that are (i) paid or discharged by the Company prior to the Effective Time or (ii) not yet due and payable at the Effective Time or (z) incurred by the Company or its Subsidiaries outside the ordinary course of business but only to the extent and such Tax is incurred as a result of a transaction(s) occurring at the direction of the Parent, and (iii) all income Taxes imposed on Parent, Merger Sub, the Surviving Corporation and their Affiliates (including the Company or any Subsidiary) or for which Parent, Merger Sub, the Surviving Corporation and their Affiliates (including the Company or any Subsidiary) becomes liable (other than Taxes of any member the Company and its Subsidiaries) under Section 1.1502-6 of an affiliated, consolidated, combined, or unitary group of which NWS (the Treasury Regulations or any predecessor similar provision of NWS) is state, local or was foreign law as a result of the Company or any of its Subsidiaries being a member on or prior to the Closing Date by reason of an affiliated, combined, consolidated or unitary group of corporations. Nothing in this agreement shall be construed as a liability under Treasury Regulation Section 1.1502-6 guarantee of the existence or amount of any loss, credit, carryforward, basis or other tax attribute, whether past, present or future of the Company or any comparable provisions of foreignSubsidiary, state, and any reduction in whole or local Law; (iii) all income Taxes in part of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating such tax attributes shall not give rise to an event or transaction occurring before indemnification obligation by the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in Stockholder Indemnitors under this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler The stockholders of the Company shall indemnify the Shareholders and hold them harmless from any Loss attributable be under no liability pursuant to this section 8.2 or pursuant to any breaches representations, warranties, obligations or indemnities contained in this Agreement and relating to UK Taxes, in respect of any UK Taxes or any losses, claims and expenses in respect of UK Taxes to the extent that: (i) provision or reserve therefor has been made in the unaudited consolidated balance sheet of the Tax representationsCompany as of April 30, warranties 2000; (ii) it arises out of a transaction, act, omission or covenants event occurring, or in respect of Tylerincome profit or gains earned, accrued or received, after April 30, 2000 but before Closing in the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, ordinary course of clarity, such indemnification shall include business of the Company or any Losses relating to Taxes imposed on of the Shareholders, NWS Subsidiaries; (iii) it was paid or the Surviving Company discharged before Closing; (iv) it arises as a result of Tyler any change in law, rates of tax, statutes, regulations, practice, concession or directive occurring after Closing; (v) it would not have arisen but for a voluntary transaction, act or omission carried out or effected or occurring at any time after Closing by or affecting any of the Company, the Subsidiaries, the Parent or any other person connected with any of them, which the Parent, the Company or the relevant Subsidiary knew or ought reasonably to have been aware would give rise to the liability or increased liability, other than to the extent any such transaction, act or omission is carried out or effected by the Company or its Subsidiaries pursuant to a legally binding commitment created on or before Closing; (vi) it arises as a result of a change (other than to comply with law or with generally accepted accounting practice as at Closing) after Closing in any accounting policy or practice or the length of any accounting period for tax purposes of the Company or any of the Subsidiaries; (vii) the Parent, the Company or any Subsidiary has a right of recovery in respect thereof from a person or persons other than the Company or its Affiliates taking any action Subsidiaries but only to the extent that such right is successfully enforced; (viii) it arises or failing to take any actions that cause is increased by reason of a breach by the Merger to fail to qualify as a reorganization under Section 368(a)(1) Parent of the Codeprovisions of this Agreement; (ix) it can be relieved or mitigated by the use of any losses, reliefs, allowances, exemption set off or credits in computing or against income profits, gains or Taxes, arising in respect of a period or an event, act, omission or transaction occurring prior to Closing other than one treated as an asset or as reducing a provision in the unaudited consolidated balance sheet of the Company as of April 30, 2000; or (x) it arises in respect of a transaction, act, omission or event occurring after April 30, 2000 but before Closing or in respect of income profits or gains earned, accrued or received since April 30, 2000 but before Closing, to the extent that the consideration actually earned, accrued, received or receivable in relation thereto is greater than the consideration deemed to have been earned, accrued, received or receivable for the purposes of the relevant Taxes. (c) The Tyler EntitiesAny payment by the stockholders hereunder shall, jointly and severallyto the extent permitted by applicable law, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons be treated as a result of or arising from all Taxes payable by reduction in the Tyler Entities for Post-Closing Tax PeriodsMerger Consideration.

Tax Indemnification. (a) Except The Founding Shareholders agree, solidarily, to indemnify and hold harmless the extent treated Buyer Indemnified Parties against any Losses incurred or paid by a Buyer Indemnified Party, which arise as a liability in the calculation result of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income any liability for any Taxes imposed on the Company pursuant to federal, state, local or foreign law attributable to any periods ending on or before the date of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; Closing, (ii) all income with respect to any Straddle Period, the portion of Taxes of any member of an affiliated, consolidated, combined, payable by or unitary group of assessed against the Company which NWS (or any predecessor of NWS) is or was a member on or prior are properly allocable to the Closing Date by reason part of a liability under Treasury Regulation such Straddle Period ending on the date of the Closing, pursuant to Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; 9.4(b) and (iii) any breach of the representations or warranties made by the Company and the Founding Shareholders in Section 2.11 (all income Taxes of any person imposed on NWS arising under the principles of transferee such Losses being "TAX LOSSES"). Any indemnity payments to or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated Shareholders or to or from the Buyer pursuant to this Agreement, whether under this Section 9.4 or otherwise, shall be treated by this Agreement the Buyer and incurred by NWS (except to the extent otherwise Shareholders as purchase price adjustments for all tax purposes. All indemnification obligations set forth in this Section 9.4(a) shall be treated as "TAX CLAIMS" for purposes of this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable For purposes of this Section 9.4, with respect to any breaches taxable year or period beginning before and ending after the date of the Tax representationsClosing (a "STRADDLE PERIOD"), warranties an allocation of Taxes shall be made to the part of such Straddle Period which ends on the date of the Closing based on (i) the closing of the books method, in the case of income or covenants any similar Taxes, (ii) the number of Tyler, days elapsed between the Surviving Companybeginning of such Straddle Period to and including the date of the Closing in the case of property Taxes, and their Affiliates under this ARTICLE VIII. For purposes(iii) when the relevant transaction occurs, in the case of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Codesales and gross receipts Taxes. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to From and after the extent treated as a liability in the calculation of Closing Working CapitalClosing, the Principal Shareholder Sellers shall jointly and severally indemnify the Purchasers, their Affiliates (including the Companies and the Shareholders’ Representative (on behalf of the other ShareholdersSubsidiary) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) against and hold them harmless from and against (i) all income liability for Taxes of NWS the Companies, the Subsidiary or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS any of the Companies or the Subsidiary have ever been a member for the Pre-Closing Tax Period to the extent that the sum of all such Taxes exceeds the aggregate accruals or reserves for Taxes for Pre-Closing Tax Periods included in the calculation of Final Working Capital, (ii) all liability for Taxes of the Sellers or any predecessor of NWS) other corporation that is or was a member on or prior to has been affiliated with the Closing Date by reason Sellers (other than any of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignthe Companies and the Subsidiary), state, or local Law; and (iii) all income liability for Taxes attributable to a breach by a Seller of its obligations under this Agreement or from a misrepresentation or inaccuracy of any person imposed on NWS arising under representation or warranty of the principles Sellers contained in Section 3.09. Notwithstanding the foregoing, the Sellers shall not indemnify and hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to any action taken after the Closing by the Purchasers, any of their Affiliates (including any of the Companies and the Subsidiary), or any transferee of the Purchasers or successor liability any of their Affiliates (other than any such action expressly required by applicable Law or by contract, relating this Agreement) (a “Purchaser Tax Act”) or attributable to an event or transaction occurring before a breach by the Closing Date, (iv) all Taxes arising from the transactions contemplated by Purchasers of its obligations under this Agreement and incurred or attributable to a breach by NWS (except to the extent otherwise set forth in Purchaser of its obligations under this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler From and after the Closing, the Purchasers shall indemnify the Shareholders Sellers and their Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Seller Indemnitees”) and hold them harmless from (i) all liability for Taxes of the Companies and the Subsidiary for any Loss Pre-Closing Tax Period but only to the extent that the sum of such Taxes does not exceed the aggregate accruals or reserves for Taxes for Pre-Closing Tax Periods included in the calculation of Final Working Capital and (ii) all liability for Taxes attributable to a Purchaser Tax Act or to a breach by the Purchasers of its obligations under this Agreement. Notwithstanding the foregoing, the Purchasers shall not indemnify and hold harmless any Seller Indemnitees from any liability for Taxes attributable to any breaches action taken after the Closing by Sellers, any of the Tax representationstheir Affiliates, warranties or covenants any transferee of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler Sellers or any of its their Affiliates taking (other than any such action expressly required by applicable Law or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Codeby this Agreement). (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except Each Seller Individual ------------------- hereby severally (but not jointly) indemnifies each Buyer Indemnitee against and agrees to hold each Buyer Indemnitee harmless from any (x) Tax of the Company or any successor of the Company related to the Tax Indemnification Period for Buyer Indemnitees, except for charges, reserves and accrual of liabilities reflected on the Closing Date Balance Sheet and described in Section 9.2(b)(iv), (y) Tax of the Company or any successor of the Company resulting from a breach of any provisions of this Article IX, and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment, or assertion of any Tax described in (x) or (y), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any liability as transferee. The sum of (x), (y) and (z) is referred to herein as a "Buyer Tax Loss." (b) Each of NDB and SHD hereby guarantees the full payment, when due, of the obligations of the Seller Individuals provided for in Section 9.6(a) of this Agreement. (c) The Buyer hereby indemnifies each Seller Indemnitee against and agrees to hold each Seller Indemnitee harmless from any (x) Tax of the Company or any successor of the Company related to the Tax Indemnification Period for Seller Indemnitee (other than any Tax properly allocable to any period ending on or before the Closing Date), (y) Tax of the Company or any successor of the Company resulting from a breach of any provisions of this Article IX, and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment, or assertion of any Tax described in (x) or (y), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and any liability as transferee. The sum of (x), (y) and (z) is referred to herein as a "Seller Tax Loss", provided, however, that Buyer shall have no liability under this Section 9.6 unless and until the aggregate of all Seller Tax Losses exceeds the sum of $50,000 (the "Seller's Minimum Amount"), in which event Buyer shall be liable for all Seller Tax Losses, irrespective of the Seller's Minimum Amount. (d) For purposes of this Section 9.6, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales, withholding, or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction of the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any gross receipts, sales, withholdings or use Taxes or Taxes based upon or related to income, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. The portion of any credits relating to a Tax period that begins before and ends after the Closing Date shall be determined as though the relevant Tax period ended on and included the Closing Date. (e) A party (the "Indemnified Party") may assert a Claim that it is entitled to, or may become entitled to, indemnification under this Article IX by giving written notice of its Claim to the party or parties that are, or may become, required to indemnify the Indemnified Party (the "Indemnifying Party"), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss in connection with the Claim, to the extent treated such loss is then known to the Indemnified Party and, otherwise, an estimate of the amount of the loss that it reasonably anticipates that it will incur or suffer. If the Indemnifying Party does not object to the Claim during the twenty (20) day period following the date of delivery of the Indemnified Party's notice of its Claim (the "Objection Period"), the Claim shall be considered undisputed and the Indemnified Party shall be entitled to recover the amount of its Loss. The fact that a Claim is not disputed by the Indemnifying Party shall not constitute an admission or create any inference that the asserted Claim is valid for any purpose other than the indemnity obligation of the Indemnifying Party as to such Claim pursuant to this Section 9.6. (f) If the Indemnifying Party gives notice to the Indemnified Party within the Objection Period that the Indemnifying Party objects to the Claim, then (a) the parties shall attempt in good faith to resolve their differences during the ten (10) business day period following the date of delivery of the Indemnifying Party's notice of its objection (the "Resolution Period"), and (b) if the parties fail to resolve their disagreement during the Resolution Period, each party shall select a liability representative from a nationally or regionally recognized accounting firm, and these two individuals shall select a third such person, and this group of three individuals shall resolve the dispute by a determination agreed to by a majority of such group within twenty-one (21) days after the individuals are initially identified in a writing among the parties. Any resolution of any such dispute entered into in compliance with this Section 9.6(f) shall also be binding on the parties in the calculation same manner as if a final judgment or decree had been entered by a court of Closing Working Capitalcompetent jurisdiction in the amount of the determination. (g) In the case of any third party suit ("Third Party Suit"), the Principal Shareholder Indemnifying Party shall control the defense of the Third Party Suit, and shall be fully responsible for the costs of counsel related thereto; provided, -------- however, that the Indemnifying Party shall control the defense of the Third ------- Party Suit only if the Indemnifying Party first admits in a writing, which writing shall be binding on the Indemnifying Party, delivered to the Indemnified Party that the Indemnifying Party will be obligated, pursuant to Section 9.6 hereof, to indemnify the Indemnified Party for any liability arising out of such Third Party Suit. The Indemnifying Party shall consult with the Indemnified Party with respect to the Third Party Suit upon the Indemnified Party's reasonable request for consultation, and the Shareholders’ Representative Indemnified Party may, at its expense, participate in (on behalf but not control) the defense and employ and pay for counsel separate from the counsel employed by the Indemnified Party. All parties shall cooperate in the defense of the other ShareholdersThird Party Suit. (h) shallIf an Indemnified Party is conducting the defense of a Third Party Suit, severally and not jointly the Indemnified Party shall give the Indemnifying Party at least fifteen (in accordance with each Shareholder’s Pro Rata Shares15) days prior written notice of any proposed settlement or compromise, during which time the Indemnifying Party may assume the defense of the Third Party Suit and, if it does so (or if the Indemnifying Party has already assumed control of such Third Party Suit), indemnify Tylerthe proposed settlement or compromise may not be made without the Indemnified Party's consent, which shall not be unreasonably withheld. If an Indemnifying Party does not so assume the defense of the Third Party Suit, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against may enter into the proposed settlement. Any settlement or compromise of any Third Party Suit by either the Indemnifying Party or the Indemnified Party entered into in compliance with this Section 9.6(h) shall also be binding on the other party in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of the settlement or compromise. (i) all income Any failure by an Indemnified Party to defend a Third Party Suit shall not relieve the Indemnifying Party of its indemnification obligations if the Indemnified Party gives the Indemnifying Party at least thirty (30) days prior written notice of the Indemnified Party's intention not to defend and affords the Indemnifying Party the opportunity to assume the defense. (j) The Buyer and Sellers shall jointly control the defense of any claim that relates to Taxes payable for a Tax period that includes (but does not end on) the Closing Date. (k) An Indemnifying Party shall not be liable under this Section 9.6 with respect to any Tax resulting from a claim or demand the defense of NWS or relating which the Indemnifying Party was not offered the opportunity to assume as provided under Section 9.6(g) to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes of any member of extent the Indemnifying Party's liability under this section is adversely affected as a result thereof. No investigation by an affiliated, consolidated, combined, or unitary group of which NWS (Indemnified Party or any predecessor of NWS) is or was a member on its Affiliates at or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes shall relieve the Indemnifying Party of any person imposed on NWS arising liability hereunder. (l) Any claim of any Buyer Indemnitee (other than the Buyer) under this section may be made and enforced by the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (Buyer on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to such Buyer Indemnitee. Any claim under this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice of a Seller Indemnitee related to the Shareholders’ Representative of the payment NDB Group rather than a Seller Individual shall be made and enforced only by NDB on behalf of such Taxes, which notice Seller Indemnitee. Any claim under this Section of a Seller Indemnitee related to a Seller Individual shall set forth be made and enforced only by the amount and type Members' Representative on behalf of such Taxes with reasonable specificity, and certified evidence of payment thereofSeller Indemnitee. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing the Final Consolidated Working CapitalCapital Amount or such Tax constitutes a Corporate Level Tax, subject to the applicable limitations set forth in Section 10.4, the Principal Shareholder Equityholders will indemnify Parent and the Shareholders’ Representative Purchaser for (on behalf a) any Loss attributable to any breach of or any inaccuracy in any representation or warranty made in Section 4.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIII; (c) all Taxes of the other Shareholders) shall, severally Acquired Entities and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income Taxes of NWS Subsidiaries or relating to the business of NWS Business for all Pre-Closing Tax Periods; (iid) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS any of the Acquired Entities and Subsidiaries (or any predecessor of NWSany of the Acquired Entities and Subsidiaries) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions or similar provision of foreign, state, local or local foreign Law; (iiie) any and all income Taxes of any person Person imposed on NWS the Acquired Entities or Subsidiaries arising under the principles of transferee or successor liability or by contract, relating to an any event or transaction occurring before the Closing Date, ; and (ivf) all Taxes arising any amount due and owing from the transactions contemplated by this Agreement and incurred by NWS (Equityholders to Parent pursuant to Section 8.6(e) or Section 8.6(f), as the case may be. Notwithstanding anything herein to the contrary, any Loss in respect of Taxes shall be limited to Taxes attributable to Pre-Closing Tax Periods, except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient any breach of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under inaccuracy in Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.4.8

Tax Indemnification. (ai) Except to The Seller shall indemnify the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party Buyer Parties and hold them harmless from and against against, without duplication, (i) all income Taxes (or the non-payment thereof) of NWS or relating to the business of NWS Company Group for all Pre-Closing Tax Periods and for all Straddle Periods; , the portion through the end of the Closing Date as determined pursuant to Section 10.1(d), (ii) all income Taxes imposed on the Company or any Subsidiary as a result of any being a member of an affiliated, consolidated, combined, or unitary group Affiliated Group of which NWS the Company (or any predecessor of NWSthereof) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignDate, state, or local Law; and (iii) any and all income Taxes of any person Person (other than the Company and its Subsidiaries) imposed on NWS arising under the principles of Company Group as a transferee or successor liability successor, by contract or by contractpursuant to any law, relating rule or regulation, which Taxes relate to an event or transaction occurring before the Closing DateClosing, and (iv) the employer portion of any and all Taxes arising from the transactions contemplated by this Agreement employment and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to payroll Taxes imposed on the ShareholdersCompany Group with respect to compensatory payments required to be made in connection with the transactions contemplated hereby, NWS excluding, with respect to any such item, the amount (if any) of such item that was taken into account in Indebtedness or Transaction Expense as finally determined pursuant to Section 2.3. Notwithstanding any other provision of this Agreement to the Surviving Company contrary, the Seller’s obligations under this Section 10.1(c) shall survive until the earlier of thirty (30) days after the expiration of the applicable statute of limitations applicable to such Tax matter under applicable Tax law and the seventh (7th) anniversary of the Closing Date. (ii) Notwithstanding anything to the contrary herein, the Seller shall have no obligation to indemnify any Buyer Party pursuant to Section 10.1(c)(i) for any Loss resulting from or arising from (i) any Tax included in the Final Indebtedness, Final Transaction Expenses, or Final Working Capital, including as a result any Tax liabilities, as finally determined pursuant to Section 2.3(c) of Tyler this Agreement; (ii) Taxes resulting from an actual or deemed election under Section 338 or Section 336 of the Code (or any corresponding or similar election under state, local or foreign Tax law) with respect to the transactions pursuant to this Agreement; (iii) Taxes attributable to an action taken by Buyer or any of its Affiliates taking (including any action member of the Company Group) outside the Ordinary Course of Business and not contemplated by this Agreement on the Closing Date following the Closing; (iv) Taxes with respect to any Tax Period beginning on the day after the Closing Date or failing with respect to take the portion of any actions that cause Straddle Period beginning on the Merger day after the Closing Date (determined under the principles of Section 10.1(c)(ii)) attributable to fail a breach of a Tax Representation other than a breach of any of the Tax Representations set forth in clauses (ix), (xii), (xv), and (xvii) (solely as such clause (xvii) relates to qualify as a reorganization under “listed transactions” within the meaning of Section 368(a)(16707A(c)(2) of the Code. ) of Section 4.10; or (cv) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred Taxes attributable to a breach by Buyer of any of such indemnified Persons as a result its obligations under Section 10.1(g) of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periodsthis Agreement.

Tax Indemnification. (a) Except AMD hereby indemnifies each LLC Indemnified Party against and agrees to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative hold each LLC Indemnified Party harmless from any (on behalf w) Tax of the other Shareholders) shall, severally and not jointly (Company described in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against clause (i) all income Taxes of NWS the definition of Tax related to a Pre- Closing Period or relating to the business of NWS for all Prepre-Closing portion of any Straddle Period, (x) Tax Periods; described in clause (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of the definition of Tax, (y) Tax of the Company resulting from a breach of the provisions of Section 3.13 or Article IX, and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, Tax described in (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreementw), (vx) all Taxes arising from a nondeductible expense under Section 280G or (y), and any liability as transferee (the sum of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code(w), including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom(x), (y), and (viz) any failure or alleged failure of an NWS Plan being referred to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by herein as a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares"Tax Loss"), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable With respect to any breaches of the Tax representationsclaim that is made by any taxing authority which, warranties or covenants of Tylerif successful, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating might result in an indemnity payment to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler LLC or any of its Affiliates taking affiliates indemnified hereunder (a "Tax Claim") (other than a Tax Claim --------- relating to Taxes of the Company for a Straddle Period), AMD shall, at its sole expense control all proceedings, including but not limited to audits, taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any action 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 failing to contest the Tax Claim in any permissible manner; provided, however, that AMD shall not take any actions that cause position or enter into any settlement with respect to any such proceeding which materially adversely affects the Merger tax liability of LLC, any of its Affiliates, or, on or after the Closing Date, the Company (including but not limited to fail to qualify as a reorganization under Section 368(a)(1) the basis of the CodeCompany in the CPD Assets and the allocation of such basis), without the prior written consent of LLC. With respect to any such Tax Claims as to which AMD asserts control, AMD shall not assert that such Tax Claim (or portion thereof) is not within the ambit of Section 9.2(a). AMD and LLC shall jointly control all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. In no case shall LLC, the Company, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without AMD's written consent, which shall not be unreasonably withheld. Neither party shall settle a Tax Claim relating to Taxes of the Company for any Straddle Period without the other party's prior written consent, which shall not be unreasonably withheld. LLC, the Company, and each of their respective Affiliates shall cooperate with AMD in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon AMD's reasonable request) the provision to AMD of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation or any material provided hereunder or to testify at proceedings relating to such Tax Claim. (c) The Tyler EntitiesUpon payment by any LLC Indemnified Party of any Tax Loss, jointly and severallyAMD shall discharge its obligation to indemnify LLC Indemnified Party against such Tax Loss by payment to LLC an amount equal to the amount of such Tax Loss; provided, covenant and agree however, that they will indemnifyif LLC provides AMD with written notice of a Tax Loss at least 60 days prior to the date on which the relevant Tax Loss is required to be paid by any LLC Indemnified Party, defendAMD shall discharge its obligation to indemnify LLC against Tax Loss by paying, protectas directed by LLC, and hold harmless an amount equal to the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times amount of such Tax Loss. Any payment pursuant to this Section 9.2 shall be made not later than 60 days after receipt by AMD of written notice from and after LLC in accordance with the Effective Time from and against all Losses foregoing proviso or stating that any Tax Loss has been incurred by a LLC Indemnified Party and the amount thereof and of the indemnitee payment requested. The payment by a LLC Indemnified Party of any Tax Loss shall not relieve AMD of its obligation under this Section 9.2. (d) Any claim of any LLC Indemnified Party (other than LLC) under this Section may be made and enforced by LLC on behalf of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsLLC Indemnified Party.

Tax Indemnification. (a) Except to From and after the extent treated as a liability in Closing, Seller shall indemnify the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Purchaser Indemnified Party Parties against and hold them harmless from and against (i) all income liability for Taxes of NWS or relating to the business of NWS Companies for all any Pre-Closing Tax Periods; (ii) Period or Pre-Closing Straddle Period and all income Taxes of any member of an affiliated, consolidated, combined, unitary, or unitary similar group of which NWS (or any predecessor either of NWS) is or was a member on or the Companies, prior to the Closing Date by reason Closing, has ever been a member, (ii) all other liability for Taxes of Seller and its Affiliates (other than the Companies), including any liability of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions Purchaser Indemnified Party for such Taxes as a result of foreignapplicable bulk transfer Laws, state, or local Law; (iii) all income liability for Taxes incurred as a result of any person imposed on NWS arising under the principles Section 338(h)(10) Election, and 50% of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, all Transfer Taxes and (iv) all Taxes arising resulting from a breach of the transactions contemplated by this Agreement representations and incurred by NWS (except to the extent otherwise warranties set forth in Section 2.10. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless any Purchaser Indemnified Party from any liability for Taxes solely attributable to (y) any action taken by Purchaser or its Affiliates that causes the Section 338(h)(10) Election to be void or invalid or (z) any action taken at or after the Closing outside the ordinary course of business by Purchaser or any of its Affiliates (including either of the Companies) (other than any such action expressly required by applicable Law or by this Agreement, it being understood that for purposes of this Section 7.06, no Taxes owed in a jurisdiction in which a Section 338(h)(10) Election is made under applicable Law shall be considered to be attributable solely to an action described in this clause (z), ) (v) all Taxes arising from a nondeductible expense under Section 280G any of the Code or an excise foregoing actions, a “Purchaser Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata SharesAct”), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler From and after the Closing, Purchaser shall indemnify the Shareholders Seller Indemnified Parties and hold them harmless from any Loss attributable to any breaches (i) all liability for Taxes of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include Companies for any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsPeriod or the Post-Closing Straddle Period, and (ii) any liability for Taxes solely attributable to a Purchaser Tax Act.

Tax Indemnification. (a) Except GA II hereby indemnifies the Company against and agrees to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them it harmless from and against any (i) all income Taxes Tax of NWS or GA relating to the business of NWS for all a Pre-Closing Tax Periods; Period in excess of any required but unpaid Tax distributions by the Company and (ii) all income Taxes of any member of an affiliatedliabilities, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees costs and expenses (including including, without limitation, reasonable expenses of investigation and attorneys’ fees and accountants’ feesexpenses) arising out of or incident to the imposition, assessment or assertion of any Tax described in (i), including those liabilities, costs and expenses incurred in connection therewiththe contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case suffered by the Principal Shareholder Company after the Closing (the sum of (i) and (ii) being referred to as an “GA Tax Loss”). Benchmark hereby indemnifies the ShareholdersCompany against and agrees to hold it harmless from any (i) Tax of SSLLC relating to a Pre-Closing Tax Period in excess of any required but unpaid Tax distributions by the Company and (ii) liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys’ Representative fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Tax described in (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesi), reimburse Tyler for any Taxes of NWS that are including those liabilities, costs and expenses incurred in the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice contest in good faith in appropriate proceedings relating to the Shareholders’ Representative imposition, assessment or assertion of any such Tax, in each case suffered by the payment Company after the Closing (the sum of such Taxes(i) and (ii) being referred to as a “SSLLC Tax Loss;” and collectively with any GA Tax Loss, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofa “Tax Loss”). (b) Tyler If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 6.03 is asserted against the Company, the Company shall indemnify the Shareholders and hold them harmless from any Loss attributable notify GA II (relating to any breaches Tax of GA) or Benchmark (relating to any Tax of SSLLC) of such claim or demand within 10 days of receipt thereof, and shall give GA II or Benchmark, as applicable, such information with respect thereto as GA II or Benchmark, as applicable, may reasonably request. GA II or Benchmark, as applicable, may discharge, at any time, their indemnification obligation under this Section 6.03 by paying to the Company the amount of the applicable Tax representationsLoss, warranties calculated on the date of such payment. The Company shall not settle or covenants of Tylerconclude any contest or proceeding (including, the Surviving Companywithout limitation, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses a Tax audit) relating to Taxes imposed on for which indemnification may be sought from GA II or Benchmark, as applicable, under this Section 6.03 without the Shareholdersapproval of GA II or Benchmark, NWS as applicable, not to be unreasonably withheld. Neither GA II nor Benchmark shall be liable under this Section 6.03 for any amount arising out of a contest or proceeding of which GA II or Benchmark, as applicable, were not notified as required under this Section 6.03(b) to the Surviving Company extent that the failure to so notify prejudiced GA II or Benchmark, as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Codeapplicable. (c) The Tyler EntitiesNotwithstanding Section 6.03(a), jointly and severallyif GA II’s or Benchmark’s, covenant and agree that they will indemnifyas applicable, defendindemnification obligation under this Section 6.03 arises in respect of an adjustment which makes allowable to the Company any deduction, protectamortization, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times exclusion from and income or other allowance for any taxable period beginning after the Effective Time from Closing Date (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then the Company shall pay over to GA II or Benchmark, as applicable, the tax savings attributable to such Tax Benefit (calculated on a with-and-without basis) as and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable when realized by the Tyler Entities for PostCompany; provided, however, that the amount paid to GA II or Benchmark, as applicable, pursuant to this provision with respect to any indemnification obligation shall not exceed the amount paid by GA II or Benchmark, as applicable, pursuant to Section 6.03 with respect to such indemnification obligation. (d) Except as otherwise provided in Section 6.02(a), the Company shall pay (i) to GA II any refunds of Taxes paid by GA received by the Company with respect to the Pre-Closing Tax PeriodsPeriod and (ii) to Benchmark any refunds of Taxes paid by SSLLC received by the Company with respect to the Pre-Closing Tax Period, in each case within ten (10) Business Days of the receipt thereof, it being understood that all such refunds will be claimed in cash rather than as a credit against future Taxes of the Company and/or its Subsidiaries.

Tax Indemnification. (a) Except to Seller shall indemnify Buyer and its Affiliates (including the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other ShareholdersCompany) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from and against (i) all income liability for Taxes (and any related Losses) of NWS or relating to the business of NWS Company for all the Pre-Closing Tax Periods; Period (which for the avoidance of doubt shall include any Taxes attributable to the distribution of the Excluded Assets), (ii) all income liability as a result of Treasury Regulation § 1.1502 6(a) for Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (Seller or any predecessor of NWS) other corporation which is or was has been affiliated with Seller (other than the Company) in a member on or prior to the Pre-Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignTax Period, state, or local Law; (iii) all income liability for Taxes attributable to a breach by Seller of any person imposed on NWS arising of its representations, warranties, covenants or agreements related to Taxes under the principles of transferee or successor liability or by contractthis Agreement, relating to an event or transaction occurring before the Closing Date, and (iv) all 50% of the liability for Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in Section 12.04 of this Agreement). Notwithstanding the foregoing, (v) all Seller shall not indemnify and hold harmless Buyer and its Affiliates, and each of their respective officers, directors, employees and agents, from any liability for Taxes arising from a nondeductible expense attributable to any election made by Buyer under Section 280G 336 or 338 of the Code or an excise Tax to any action taken after the recipient Closing by Buyer, any of such payments pursuant to Section 4999 of its Affiliates (including the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply withCompany), or be exempt from, Section 409A any transferee of the Code, including Buyer or any Taxes arising therefrom and of its Affiliates (other than any claim such action expressly required by Applicable Law or Proceeding by this Agreement) (a current “Buyer Tax Act”) or former NWS employee arising therefrom. In each attributable to a breach by Buyer of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to its obligations under this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofAgreement. (b) Tyler Buyer shall, and shall cause the Company to, indemnify the Shareholders 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 the Company for any Loss taxable period other than a Pre-Closing Tax Period, (ii) 50% of the liability for Taxes in Section 12.04 of this Agreement and (iii) all liability for Taxes attributable to any breaches a Buyer Tax Act or to a breach by Buyer of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates its obligations under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the CodeAgreement. (c) The Tyler EntitiesIn the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, jointly personal and severally, covenant intangible property and agree that they will indemnify, defend, protect, and hold harmless other ad valorem Taxes (“Property Taxes”) of the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after Company allocable to the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for PostPre-Closing Tax PeriodsPeriod shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company (other than Property Taxes) allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (d) To the extent that an indemnification obligation under this Section 11.01 is duplicative of or overlaps with any other indemnification obligation pursuant to this Agreement, such indemnification obligations shall be read so as to allow only a single recovery and to avoid double counting for any single indemnifiable loss.

Tax Indemnification. (i) Without limiting the provisions of subsection (a) Except or (b) above but without duplication of amounts payable under this Section, each Loan Party shall, and does hereby, on a joint and several basis indemnify each Recipient (and its respective directors, officers, employees, affiliates and agents) and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted on payments to, or paid by, such Recipient (or its respective directors, officers, employees, affiliates and agents), as the case may be, and any penalties, interest and related expenses and losses arising therefrom or with respect thereto (including the fees, charges and disbursements of any counsel or other tax advisor for the Recipient (or its respective directors, officers, employees, affiliates, and agents)), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the extent treated as amount of any such payment or liability delivered to Borrower Agent by a liability in the calculation of Closing Working CapitalLender (with a copy to Collateral Agent), the Principal Shareholder and the Shareholders’ Representative (or by Collateral Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (ii) Without limiting the other Shareholdersprovisions of subsection (a) or (b) above, each Lender shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares)does hereby, indemnify Tyler, the Surviving CompanyCollateral Agent, and each Tyler Indemnified Party and hold them harmless from and shall make payment in respect thereof within 10 days after demand therefor, against (i) all income any Indemnified Taxes attributable to such Lender, (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of NWS or Section 10.06(d) relating to the business maintenance of NWS for a Participation Register and (iii) any Taxes (other than Indemnified Taxes) attributable to such Lender, in each case, that are payable or paid by the Collateral Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Collateral Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Collateral Agent to set off and apply any and all Pre-Closing Tax Periods; amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to Collateral Agent under this clause (ii). The agreements in this clause (ii) all income Taxes shall survive the resignation and/or replacement of Collateral Agent, any member assignment of an affiliated, consolidated, combinedrights by, or unitary group of which NWS (or any predecessor of NWS) is or was the replacement of, a member on or prior to Lender and the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G occurrence of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofFacility Termination Date. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. Notwithstanding any other provision of this Agreement to the contrary: (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified If any Party and hold them harmless from and against (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entitiescollectively, jointly and severally, the "Indemnifying Parties") takes any action prohibited by Article IV, above, or violates a representation or covenant contained in Article IV, above, or takes or fails to take any other action (any such action, failure to act or violation, a "Tainting Act") and agree that they will indemnifythe Reorganization or any portion thereof fails to qualify for the Tax treatment stated in the Letter Ruling in whole or in part as a result of such Tainting Act, defend, protect, then the Indemnifying Parties shall (jointly and severally) indemnify and hold harmless the Shareholders other Party and their respective agentsits Affiliates (collectively, representatives, Affiliates, beneficiaries the "Indemnified Parties") against any and heirs, all Taxes and employees at all times from any other costs and after the Effective Time from and against all Losses liabilities imposed upon or incurred by any of such indemnified Persons the Indemnified Parties as a result of or the Tainting Act, including any liability of the Indemnified Parties arising from all Taxes imposed on shareholders of a Party to the extent (i) any shareholder or the IRS or other Taxing Authority successfully seeks recourse against the Indemnified Parties on account of any such Tainting Act, or (ii) the Indemnified Parties assume or otherwise incur any liability for such Taxes or other costs or liabilities of such shareholders; (b) Stratos and its Affiliates shall (jointly and severally) indemnify and hold harmless Methode and its Affiliates for any Tax imposed upon or incurred by Methode and its Affiliates as a direct or indirect result of any action taken after the Distribution by Stratos or any of its Affiliates. In addition, if the Distribution is ultimately determined to be taxable to Methode and/or Methode's shareholders (other than in connection with cash in lieu of fractional shares) and Stratos or its Affiliates are not otherwise required to indemnify and hold Methode and its Affiliates harmless with respect to that determination under the other provisions of this Agreement, then Stratos and its Affiliates will indemnify and hold Methode and its Affiliates harmless for 50% (fifty percent) of any such Tax or other liability payable by the Tyler Entities for Post-Closing Tax PeriodsMethode and its Affiliates as a result of that determination.

Tax Indemnification. Subject to compliance with Section 10.4(d), the Stockholder will indemnify, defend and hold harmless Buyer, and its officers, directors, employees, members, managing directors, Affiliates (aincluding, after the Closing Date, the Company) Except and agents and the successors to the extent treated as a liability in the calculation of Closing Working Capitalforegoing (and their respective officers, the Principal Shareholder directors, employees, members, managing directors, Affiliates and the Shareholders’ Representative (on behalf of the other Shareholdersagents) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income Taxes (and losses, claims and expenses related thereto) resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the failure of NWS any representation or relating warranty made pursuant to Section 6.1.9 to be true and correct as of the Closing Date; (ii), until the expiration of the statute of limitations applicable to the business matters covered by this clause (ii) (after giving effect to any waiver, mitigation or extension thereof granted by the Company after the Closing), all Taxes imposed on or asserted against the Company or Buyer or for which the Company or Buyer may be liable in respect of NWS the properties, income or operations of the Company for all Pre-Closing Tax Periods; Periods (ii) all income net of applicable reserves for Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the extent accurately reflected in the computation of the Closing Date Net Worth) and (iii), until the expiration of the statute of limitations applicable to the matters covered by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; this clause (iii) (after giving effect to any waiver, mitigation or extension thereof granted by the Company after the Closing) and subject to the last sentence of this Section 10.3, all income Taxes imposed or asserted against the Company or Buyer, or for which the Company or Buyer may be liable, as a result of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except net of applicable reserves to the extent otherwise set forth accurately reflected in this Agreementthe computation of Closing Net Worth. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest), (v) all Taxes arising from a nondeductible expense under Section 280G of imposed on the Code Buyer or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) Company which are incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofAgreement will be borne by Buyer when due. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except Subject to the extent treated as a liability in terms and conditions of this Article VII, from and after the calculation of Closing Working CapitalDate, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), Seller shall indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless each Buyer Tax Indemnitee from and against liability for the following Taxes: (i) any and all income Taxes arising out of NWS or relating attributable to the business of NWS for all any Pre-Closing Tax Periods; Period (including the portion of any Straddle Period properly allocable to the Pre-Closing Period) owed by or with respect to the assets or operations of any Business Entity; (ii) all income any liability for Taxes of Seller and any member Subsidiary of an affiliatedSeller allocable to any Pre-Closing Period; (iii) any liability for Taxes of or with respect to any Subchapter S Group or any combined, consolidated, combined, unitary or unitary other group that included the income or assets of which NWS (a Business Entity and either Seller or any predecessor one or more Subsidiaries of NWSSeller (other than the Business Entities); (iv) is any Tax or was other payment of the Business Entities arising under any Tax sharing or Tax allocation agreement to which the Business Entities are or were a member party on or prior to the Closing Date by reason and entered into prior to the Closing Date; (v) any and all Taxes arising from or in connection with any breach of a liability any representation under Treasury Regulation Section 1.1502-6 7.1; (vi) any and all Taxes arising from or in connection with any comparable provisions breach of foreignany covenant of Seller under this Article VII; and (vii) any Tax imposed upon, staterelating to or resulting from the transaction referred to in Section 5.12. (b) Notwithstanding anything in this Agreement to the contrary, neither Seller nor any Continuing Affiliate shall be liable for, nor shall be required to indemnify Buyer Tax Indemnitees for or local Law; pay for (i) Taxes to the extent such Taxes are taken into account in the Working Capital calculation or otherwise taken into account under Section 5.10(b), (ii) Taxes that arise from or in connection with transactions on the Closing Date after the Closing with respect to the assets or operations of any Business Entities which are not in the ordinary course of business of the Business Entities (“Extraordinary Taxes”), (iii) all income Taxes that arise as a result of actions taken or elections made by the Buyer, the Business Entities or any person imposed on NWS arising of their Affiliates after the Closing (“Buyer Taxes”), or (iv) Taxes with respect to any claim under Article VII that does not exceed $10,000. (c) Subject to the principles terms and conditions of transferee or successor liability or by contractthis Article VII, relating to an event or transaction occurring before from and after the Closing Date, the Buyer Tax Indemnitors shall jointly and severally indemnify and hold harmless each Seller Tax Indemnitee from and against liability for (i) any and all Taxes arising out of or attributable to any Post-Closing Period (including the portion of any Straddle Period properly allocable to the Post-Closing Period) owed by or with respect to the assets or operations of any Business Entity, (ii) Extraordinary Taxes, (iii) Buyer Taxes, and (iv) all any Taxes arising from any breach by the transactions contemplated by Buyer or any of its Affiliates of any covenant contained in this Agreement and incurred by NWS Article VII. (except d) Except as otherwise provided in Section 7.5, payment in full of any amount due to a Tax Indemnitee under this Section 7.2 shall be made to the extent otherwise set forth affected Tax Indemnitee in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 immediately available funds within 15 Business Days after Tyler or the Surviving Company provides written notice to is received by the Shareholders’ Representative of the Tax Indemnitor that payment of such TaxesTaxes to the appropriate Taxing Authority is due; provided that the Tax Indemnitee shall comply with its obligation to notify the other parties under Section 7.6; and provided, which notice further, that the Tax Indemnitor shall set forth the amount and type of not be required to make any payment earlier than two Business Days before such Taxes are due to the appropriate Taxing Authority. In the case of a Tax that is contested in accordance with reasonable specificitythe provisions of Section 7.6, and certified evidence payment of the Tax to the appropriate Taxing Authority will be considered to be due no earlier than the date a final determination (a “Final Tax Determination”) to such effect is made by the appropriate Taxing Authority or court provided, that if such Taxes have been previously paid, payment thereofshall be made to the affected Tax Indemnitee within thirty (30) days of receiving notification of the Tax Claim (or if later, a Final Tax Determination). (be) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from From and after the Effective Time from and against all Losses incurred by any Closing, Seller will retain an amount of such indemnified Persons as a result net assets reasonably sufficient, in the good faith judgment of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsSeller, to satisfy its obligations under this Article VII.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working CapitalSeller will indemnify, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party defend and hold them harmless the Purchaser and its Affiliates from and against (i) any Covered Taxes, (ii) any Taxes resulting from any action pursuant to Section 6.12, (iii) any withholding Tax liability imposed under Section 1445 of the Code with respect to the purchase of Company Shares; (iv) any Taxes arising from or in connection with any breach by Seller of any of its covenants and obligations under Section 6.8; and (v) all income Taxes of NWS liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses actually incurred relating to the business foregoing. (b) Purchaser will indemnify, defend and hold harmless Seller and its Affiliates from and against (i) any and all Taxes arising from or in connection with any breach by Purchaser of NWS for all Pre-Closing Tax Periods; any of its covenants or obligations under Section 6.8 and (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with for any reasonable out-of-pocket legal, accounting, appraisal, consulting or similar fees and expenses (including attorneys’ and accountants’ fees) actually incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice relating to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Codeforegoing. (c) The Tyler Entities, jointly obligations of each party pursuant to Sections 9.4(a) and severally, covenant and agree that they will 9.4(b) to indemnify, defend, protect, defend and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and other party will terminate 30 days after the Effective Time from expiration of all applicable statutes of limitations (giving effect to any extensions thereof); provided, however, that such obligations to indemnify, defend and against all Losses incurred hold harmless will not terminate with respect to any individual item as to which an Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by any delivering a notice (stating in reasonable detail the basis of such indemnified Persons as a result of or arising from all Taxes payable by claim) to the Tyler Entities for Post-Closing Tax Periodsapplicable Indemnifying Party.

Tax Indemnification. (a) Except to Seller shall indemnify Buyer and its Affiliates (including the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder Company and the Shareholders’ Representative (on behalf of the other ShareholdersCompany Subsidiaries) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from and against (i) all income liability for Taxes of NWS or relating to the business of NWS Company and the Company Subsidiaries for all the Pre-Closing Tax Periods; Period, (ii) all income liability as a result of Treasury Regulation § 1.1502-6 (or any comparable or similar provisions of Federal, state, local of foreign law) for Taxes for a Pre-Closing Tax Period of Seller or any other corporation which is or has been affiliated with Seller, the Company or the Company Subsidiaries, (iii) any liability of the Company or the Company Subsidiaries for Taxes of any member of an affiliatedother Person for a Pre-Closing Tax Period as a transferee, consolidated, combined, by contract or unitary group otherwise (other than any such liability pursuant to a contract or agreement entered into in the ordinary course and the primary purpose of which NWS (or any predecessor is not the sharing of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing DateTaxes), (iv) all Taxes arising Tax liability resulting from a breach of the representations and warranties of Seller as set forth in Section 4.08, and (v) all Tax liability resulting from the transactions contemplated breach of any covenants or obligations of Seller contained in Article XII. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless Buyer and its Affiliates, and each of their respective officers, directors, employees and agents, from any liability for Taxes attributable to any election made by Buyer under Section 336 or 338 of the Code or any action taken after the Closing by Buyer, any of its Affiliates (including the Company and the Company Subsidiaries), or any transferee of Buyer or any of its Affiliates (other than any such action expressly required by Applicable Law or by this Agreement Agreement) (a “Buyer Tax Act”) or attributable to a breach by Buyer of its obligations under this Agreement. (b) Buyer shall, and incurred by NWS shall cause the Company and the Company Subsidiaries 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 the Company and the Company Subsidiaries for any taxable period ending after the Closing Date (except to the extent otherwise set forth of any Straddle Period, in this Agreementwhich case Buyer’s indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period), (vii) all liability for Taxes arising from a nondeductible expense under in Section 280G 12.04 of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, this Agreement and (viiii) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any all liability for Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches a Buyer Tax Act or to a breach by Buyer of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates its obligations under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the CodeAgreement. (c) The Tyler EntitiesIn the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, jointly personal and severally, covenant intangible property and agree that they will indemnify, defend, protect, other ad valorem Taxes (“Property Taxes”) of the Company and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after Company Subsidiaries allocable to the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for PostPre-Closing Tax PeriodsPeriod shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company and the Company Subsidiaries (other than Property Taxes) allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

Tax Indemnification. (a) Except to as provided in this Article 12, Seller agrees that the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against following shall constitute Retained Liabilities for all purposes under this Agreement: (i) all income any liability for Taxes imposed on Company or any of NWS the Subsidiaries for any taxable period ending on or relating to before the business Closing Date, and for the portion of NWS for all Preany Straddle Period (as defined below) ending on the Closing Date (a "PRE-Closing Tax Periods; CLOSING TAX PERIOD"); (ii) all income any Taxes imposed on Company or any of any member the Subsidiaries as members of an affiliated, consolidated, combined, or unitary group the "affiliated group" (within the meaning of Section 1504(a) of the Code) of which NWS Seller (or any predecessor of NWSor successor) is or was a member on or prior to the Closing Date by reason of a liability common parent that arises under Treasury Regulation Section 1.1502-6 6(a) and any similar provisions under state or local law including Company or any comparable provisions of foreign, state, or local Law; the Subsidiaries as members in a "unitary business" as that term has been defined in U.S. Supreme Court jurisprudence; (iii) all income Taxes the breach by Seller or the failure by Seller to perform (or cause to be performed) any of any person imposed on NWS arising under the principles of transferee covenants contained in this Article 12 or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, Section 7.4(y); (iv) all Transfer Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except for which Seller is liable pursuant to the extent otherwise set forth in this Agreement), Section 2.7; and (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Codereasonable attorneys' fees, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, reasonable accountants' fees and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ feesincurred by Buyer in the investigation or defense of any claim arising under Sections 12.2(a)(i)-(iv) incurred or in connection therewithasserting, preserving or enforcing any of the Principal Shareholder rights of Buyer arising under Article 10 relating to this Article 12, except as otherwise provided in Section 12.4(b), provided, however, that the amount of any indemnification under Article 10 relating to the matters set forth in this Article 12, and the Shareholders’ Representative (on behalf determination or Retained Liabilities, shall not include any accruals and related reserves for Taxes included in the final determination of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofActual Working Capital. (b) Tyler Except as provided in Section 2.7, Buyer agrees that the following shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates constitute Assumed Liabilities for all purposes under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include Agreement: (i) any Losses relating to Taxes imposed on Buyer, Company and the ShareholdersSubsidiaries for all taxable periods ending after the Closing Date (except with respect to a Straddle Period, NWS in which case Buyer will be responsible only for that portion of any Taxes that do not relate to a Pre-Closing Tax Period, except to the extent that such Taxes have been included in the final determination of Actual Working Capital) ("POST-CLOSING TAX PERIOD"); (ii) any Transfer Taxes for which the Buyer may be liable pursuant to Section 2.7; (iii) any liability for Taxes attributable to a breach by Buyer of its obligations under this Agreement; and (iv) reasonable attorneys' fees, reasonable accountants' fees and out-of-pocket expenses incurred by Seller in the investigation or the Surviving Company as a result defense of Tyler any claim arising under Sections 12.2(b)(i)-(iii) or in asserting, preserving or enforcing any of its Affiliates taking any action or failing the rights of Seller arising under Article 10 relating to take any actions that cause the Merger to fail to qualify this Article 12, except as a reorganization under otherwise provided in Section 368(a)(1) of the Code12.4(b). (c) The Tyler Entities, jointly and severally, covenant and agree To the extent that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any an obligation of one party pursuant to this Section 12.2 may overlap with another obligation of such indemnified Persons as a result party pursuant to this Section 12.2, the party entitled to indemnification under Article 10 relating to such obligations shall be limited to only one of or arising from all such indemnification payments. (d) Whenever in accordance with this Article 12 Buyer shall be required to pay Seller an amount in respect of liabilities for Taxes payable by the Tyler Entities for Post-Closing Tax Periods or Seller shall be required to pay Buyer 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. (a) Except Subject to the extent treated as a liability limitations set forth in Section 8.05, from and after the calculation of Closing Working CapitalDate, Seller shall indemnify Purchaser and its affiliates (including the Principal Shareholder Acquired Companies and the Shareholders’ Representative (on behalf of the other Shareholderstheir respective subsidiaries) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents and representatives (the "PURCHASER INDEMNITEES") against and hold them harmless from and against (i) all income liability for Income Taxes of NWS or relating to the business of NWS Acquired Companies and their respective subsidiaries for all the Pre-Closing Tax Periods; Period and (ii) all income 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 of attributable to any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member action taken on or prior to after the Closing Date by reason Purchaser, any of a liability under Treasury Regulation Section 1.1502-6 its affiliates (including the Acquired Companies or any comparable provisions of foreign, statetheir respective subsidiaries), or local Law; any transferee of Purchaser or any of its affiliates (iii) all income Taxes of other than any person imposed on NWS arising under the principles of transferee or successor liability such action expressly required by Applicable Law or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), ) (va "PURCHASER TAX ACT") all Taxes arising from or attributable to a nondeductible expense breach by Purchaser of its obligations under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofAgreement. (b) Tyler From and after the Closing Date, Purchaser shall indemnify Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the Shareholders "SELLER INDEMNITEES") against and hold them harmless from (i) all liability for Taxes other than Income Taxes of 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 Loss Post-Closing Tax Period, (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 reasonable legal fees and expenses attributable to any breaches of the Tax representations, warranties item in clause (i) or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1(ii) of the Codeabove. (c) The Tyler EntitiesIn the case of any Straddle Period, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless Income Taxes shall be allocated to the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for PostPre-Closing Tax PeriodsPeriod calculated on the basis that the applicable Tax period ends on the close of business on the Closing Date.

Tax Indemnification. (a) Except Softbank Holdings agrees to indemnify and hold harmless CustomerONE Holding and its affiliates (including, after the Closing, the successors to any SSG Companies and all of the SSG Companies), and in each such case their respective directors, officers, employees and agents, from and against any and all Indemnifiable Losses resulting from, arising out of, based on or relating to the SSG Companies' Total Pre-Closing Date Tax Liability if and to the extent treated as a that such liability in exceeds the calculation sum of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (i) all income amounts actually paid by any Person (including amounts actually paid by any of the SSG Companies before the Closing, but excluding any amounts paid by CustomerONE Holding, its affiliates, the successors to any SSG Companies and any of the SSG Companies after the Closing) on behalf of any of the SSG Companies to the Internal Revenue Service or to any other tax collecting agency or authority, with respect to the SSG Companies' Total Pre-Closing Date Tax Liability, (ii) the amount of the provision for current Taxes reflected on the Post-Closing Statement and (iii) the amount of NWS any liability reflected on the Post-Closing Statement as a reserve for future tax disputes. (b) Softbank Holdings agrees to indemnify and hold harmless CustomerONE Holding and its affiliates (including, after the Closing, the successors to any SSG Companies and all other SSG Companies), and in each such case their respective directors, officers, employees and agents, from and against any and all Indemnifiable Losses resulting from, arising out of, based on or relating to any and all sales, use or other similar Taxes required to be collected in respect of any Contract during the business 12 months following the Closing Date if (i) such Tax is not being collected by any of NWS for all Pre-Closing Tax Periods; the SSG Companies in respect of the Contract pursuant to their reliance on an applicable exemption from such Tax, (ii) all income Taxes such exemption from Tax is dependent upon receipt by any of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason SSG Companies of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; properly executed Exemption Certificate and (iii) all income Taxes within 12 months of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising CustomerONE Holding or the successor to the SSG Companies, as applicable, has notified Softbank Holdings that the applicable Exemption Certificate neither is in any of the SSG Companies' nor such successor's existing records or files nor obtainable from the transactions contemplated by this Agreement and incurred by NWS (except particular customer following reasonable commercial efforts of CustomerONE Holding or the successor to the extent SSG Companies, to obtain such Exemption Certificate from the customer. (c) Except as otherwise set forth in this Agreement)Section 8.4, (v) CustomerONE Holding and the successors to any SSG Companies shall indemnify and hold harmless Softbank Holdings and its affiliates and their directors, officers, employees and agents from and against any and all Indemnifiable Losses resulting from, arising out of, based on or relating to, Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax with respect to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable successors to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler SSG Companies or any of its Affiliates taking the SSG Companies for any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and taxable period beginning after the Effective Time from Closing Date and against all Losses incurred by for the portion of any of such indemnified Persons as a result of or arising from all Taxes payable by taxable period beginning before the Tyler Entities for Post-Closing Tax PeriodsDate that falls after the Closing Date.

Tax Indemnification. (a) Except to Following the extent treated as a liability in the calculation of Closing Working CapitalClosing, the Principal Shareholder and the Shareholders’ Representative (GC, on behalf of the other Shareholders) shallitself, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesthe case of a liability regarding IPC Inc. and its Subsidiaries or IPC Trading Systems and its Subsidiaries (if any), ) shall indemnify Tyler, the Surviving Company, Buyer and its Affiliates (including IPC Inc. and its Subsidiaries and IPC Trading Systems and its Subsidiaries (if any)) and each Tyler Indemnified Party of their respective officers, directors, employees, agents and other representatives and hold them harmless from and against (i) any breach on the part of GC of any representation or warranty contained in Section 5.11 hereof, (ii) all income liability for Taxes of NWS or relating to the business IPC Inc. and its Subsidiaries and of NWS IPC Trading Systems and its Subsidiaries (if any) for all Pre-Closing Tax Periods; Periods (ii) all income including any liability for Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or arising from the IXnet Restructuring Actions prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignClosing), state, or local Law; and (iii) all income liability (as a result of Treasury Regulation (S) 1.1502-6(a) or any similar provision of state, local or foreign law) for Taxes of GC North America or any of its Affiliates or any other entity which is or has been affiliated with IPC Inc. and its Subsidiaries (other than IPC Inc. and its Subsidiaries) or for the Taxes of any person imposed on NWS arising under the principles Person for which IPC Inc. or any of its Subsidiaries is liable as a result of being a transferee or successor liability successor, by contract or by contractotherwise. Following the Closing, relating to an event or transaction occurring before the Closing DateAsia GC, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shallitself and Saturn, severally and not jointly on behalf of itself (in accordance with each Shareholder’s Pro Rata Sharescase regarding a liability of IPC Trading Systems and its Subsidiaries (if any), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders Buyer and its Affiliates (including IPC Trading Systems and its Subsidiaries (if any)) and each of their respective officers, directors, employees, agents and other representatives and hold them harmless from (i) any Loss attributable to any breaches breach on the part of Asia GC or Saturn, as the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposescase may be, of clarityany representation or warranty contained in Section 5.11 hereof, such indemnification shall include any Losses relating to (ii) all liability for Taxes imposed on the Shareholders, NWS or the Surviving Company of IPC Trading Systems and its Subsidiaries (if any) for all Pre-Closing Tax Periods and (iii) all liability (as a result of Tyler Treasury Regulation (S) 1.1502-6(a) or any similar provision of state, local or foreign law) for Taxes of Saturn or any of its Affiliates taking or any action other entity which is or failing to take has been affiliated with IPC Trading Systems (other than IPC Trading Systems and its Subsidiaries (if any)) or for the Taxes of any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1Person for which IPC Trading Systems and its Subsidiaries (if any) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons is liable as a result of being a transferee or arising successor, by contract or otherwise. Following the Closing, GC North America, on behalf of itself, (in the case of a liability regarding IPC Inc. and its Subsidiaries) shall indemnify the Buyer and its Affiliates (including IPC Inc. and its Subsidiaries) and each of their respective officers, directors, employees, agents and other representatives and hold them harmless from (i) any breach on the part of GC North America of any representation or warranty contained in Section 5.11 hereof, (ii) all liability for Taxes payable by the Tyler Entities of IPC Inc. and its Subsidiaries for Postall Pre-Closing Tax PeriodsPeriods (including any liability for Taxes arising from the IXnet Restructuring Actions prior to the Closing), and (iii) all liability (as a result of Treasury Regulation (S) 1.1502-6(a) or any similar provision of state, local or foreign law) for Taxes of GC North America or any of its Affiliates or any other entity which is or has been affiliated with IPC Inc. and its Subsidiaries (other than IPC Inc. and its Subsidiaries) or for the Taxes of any Person for which IPC Inc. or any of its Subsidiaries is liable as a result of being a transferee or successor, by contract or otherwise.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, Seller shall indemnify the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shallCompany, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving CompanyBuyer, and each Tyler Indemnified Party Buyer Indemnitee and hold them harmless from and against (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax PeriodsTaxes of the Company; (ii) all income Taxes of any member of an affiliated, consolidated, combined, combined or unitary group of which NWS the Company (or any predecessor of NWSthe Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, state or local Law; and (iii) all income Taxes of any person imposed on NWS the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided however, that in the Principal Shareholder case of any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection with Pre-Closing Taxes, Seller shall only indemnify Buyer for the Shareholdersfees and expenses (including attorneys’ Representative (on behalf and accountants’ fees) of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), Buyer that relate to Pre-Closing Taxes of a Pre-Closing Tax Period. Seller shall reimburse Tyler Buyer for any Taxes of NWS the Company that are the responsibility of the Shareholders Seller pursuant to this Section 8.4 6.03(a) within 15 ten (10) Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth Taxes by Buyer or the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofCompany. (b) Tyler Buyer shall indemnify the Shareholders each Seller Indemnitee and hold them harmless from any Loss attributable to any breaches and against (i) all Post-Closing Taxes of the Tax representations, warranties or covenants of Tyler, Company; (ii) all Taxes for which the Surviving Company, Buyer is liable pursuant to Section 6.01(c) and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to (iii) Taxes imposed on the Shareholders, NWS or the Surviving Company that arise as a result of Tyler a voluntary transaction, action or omission carried out or effected by the Buyer or any of its the Buyer’s Affiliates taking (including the Company) at any action time after the Closing on the Closing Date, provided, however, that Seller shall remain liable for Taxes attributable to such transactions, actions or failing to take omissions that are carried out or effected on the Closing Date under a legally binding commitment of the Company created before the Closing. In each of the above cases, together with any actions out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided however, that cause in the Merger to fail to qualify as a reorganization under Section 368(a)(1case of any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection with Post-Closing Taxes, Buyer shall only indemnify Seller for the fees and expenses (including attorneys’ and accountants’ fees) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree Seller that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any relate to Post-Closing Taxes of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsPeriod. Buyer shall reimburse Seller for any Taxes of the Company that are the responsibility of Buyer pursuant to this Section 6.03(b) within ten (10) Business Days after payment of such Taxes by Seller.

Tax Indemnification. (a) Except Seller hereby indemnifies each Buyer Indemnitee against and agrees to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative hold each Buyer Indemnitee harmless from any (on behalf t) Tax of the other Shareholders) shall, severally and not jointly (Company or any Subsidiary described in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against clause (i) all income Taxes of NWS or relating the definition of Tax related to the business of NWS for all a Pre-Closing Tax Periods; Period, (u) Tax described in clause (ii) all income Taxes or (iii) of the definition of Tax, (v) Tax of the Company or any Subsidiary resulting from a breach of the provisions of Section 8.02 or Section 8.03, (w) Tax related or attributable to the assets purchased in the Puerto Rico Business, (x) Section 338 Tax, (y) any Tax arising out of or related to the Restructuring contemplated by Section 2.02, and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any member Tax described in (t), (u), (v), (w), (x) or (y), and any liability as transferee for which Taxes (the sum of (t), (u), (v), (w), (x), (y), and (z) being referred to herein as a "Loss"); PROVIDED Seller shall have no liability for the payment of any Loss to the extent that such Loss is reflected as a Tax liability in computing Closing Stockholder's Equity and PROVIDED FURTHER that Seller shall not be liable in respect of Other Taxes described in (t), (u) and (v) attributable to any Pre-Closing Tax Period commencing on or after January 1, 1999, but excluding any Transfer Taxes described in Section 8.03(e) ("1999 OTHER TAXES"). Buyer hereby indemnifies Seller against and agrees to hold Seller harmless from any Federal Tax or Other Income Tax imposed for a Post-Closing Tax Period on the Company, its Subsidiaries or any Affiliate of the Buyer (hereinafter a "POST-CLOSING TAX"). (b) If an indemnification obligation under this 8.07 or Article 11 arises in respect of an affiliatedadjustment which makes allowable to any Indemnified Party any deduction, consolidatedamortization, combinedexclusion from income or other allowance (a "TAX BENEFIT") which would not, but for such adjustment, be allowable, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the actual Tax saving produced by such Tax Benefit at the time such Tax saving is realized by the Indemnified Party. The amount of any such Tax saving for a Taxable period shall be the amount of the reduction in Taxes payable to a Taxing Authority with respect to such Tax period as compared to the Taxes that would have been payable to a Taxing Authority by the Indemnified Party in the absence of such Tax Benefit, taking into account the effect, if any, of the receipt of the indemnity payment on the MADSP. (c) For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and gross receipts, sales or use Tax be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and the Subsidiaries. In the case of an interest in an entity that is fiscally transparent for Tax purposes, items shall be deemed to flow through on a daily basis rather than at the close of the entity's Tax year. (d) Upon payment by any Buyer Indemnitee of any Loss, Seller shall discharge its obligation to indemnify the Buyer Indemnitee against such Loss by paying to Buyer an amount equal to the amount of such Loss; PROVIDED, HOWEVER, that if Buyer provides Seller with written notice of a Loss at least 30 days prior to the date on which the relevant Loss is required to be paid by any Buyer Indemnitee, Seller shall, if and to the extent that it is liable therefore hereunder, discharge its obligation to indemnify the Buyer Indemnitee against such Loss by paying an amount equal to the amount of such Loss to the relevant Taxing Authority. Any payment required to be made under this Section 8.07 shall be made not later than 30 days after receipt by Seller of written notice from Buyer in accordance with the foregoing proviso or stating that any Loss has been incurred by a Buyer Indemnitee and the amount thereof and of the indemnity payment requested. The payment by a Buyer Indemnitee of any Loss shall not relieve Seller of its obligation under this Section 8.07. (e) Buyer agrees to give prompt notice to Seller of any Loss or the assertion of any claim, or unitary group the commencement of any suit, action or proceeding in respect of which NWS indemnity may be sought hereunder which Buyer deems to be within the ambit of this Section 8.07 (specifying with reasonable particularity the basis therefor) and will give Seller such information with respect thereto as Seller may reasonably request. Seller may, at its own expense, (i) participate in and (ii) except in the case of claims that relate to Taxes described in Section 8.07(c), upon notice to Buyer, assume the defense of any such suit, action or proceeding (including any Tax audit); PROVIDED that (i) Seller shall thereafter consult with Buyer upon Buyer's reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax audit) and (ii) Seller shall not, without Buyer's consent, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Buyer, any of its Affiliates or, upon the Closing, the Company or any predecessor Subsidiary. If Seller assumes such defense, (i) Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller and (ii) Seller shall not assert that the Loss, or any portion thereof, with respect to which Buyer seeks indemnification is not within the ambit of NWSthis Section 8.07. If Seller elects not to assume such defense, Buyer may pay, compromise or contest the Tax at issue. Seller shall be liable for the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense thereof. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (f) Seller shall not be liable under this Section 8.07 with respect to any Tax resulting from a claim or demand the defense of which Seller was not offered the opportunity to assume as provided under Section 8.07(e) to the extent Seller's liability under this Section is materially adversely affected as a result thereof. No investigation by Buyer or was a member on any of its Affiliates at or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes shall relieve Seller of any person imposed on NWS arising liability hereunder. (g) Any claim of any Buyer Indemnitee (other than Buyer) under the principles of transferee or successor liability or this Section may be made and enforced by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (Buyer on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofBuyer Indemnitee. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periods.

Tax Indemnification. (a) Except to From and after the extent treated as a liability in the calculation of Closing Working CapitalClosing, the Principal Shareholder and the ShareholdersSellers’ Representative (on behalf of the other ShareholdersSellers) shall, severally indemnify, defend and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, hold harmless the Surviving CompanyBuyer Indemnitees from and against, and each Tyler Indemnified Party and hold them harmless from and against pay or reimburse the Buyer Indemnities for, without duplication, all (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; Excluded Taxes, (ii) all income Taxes of any member of an affiliatedSpecified Taxes, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income any Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contractout of, attributable to, relating to an event or transaction occurring before resulting from any breach or nonperformance of any of the Closing Datecovenants set forth in Section 6.1(b) (Conduct of Business), or Article IX (Tax Matters), (iv) all fifty percent (50%) of any Scheduled Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Codecosts and expenses, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket legal fees and expenses expenses, attributable to any item in clauses (including attorneys’ and accountants’ feesi)-(iv) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days 9.2(a) (Tax Indemnification) and incurred from and after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofClosing. (b) Tyler Except as otherwise provided in Section 9.2(a) (Tax Indemnification), from and after the Closing, Buyer shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, defend and hold harmless the Shareholders and Sellers, their respective Affiliates, predecessors and successors, and stockholders, employees, officers, partners, members, trustees, directors, managers, agents, representatives, Affiliates, beneficiaries and heirsrepresentatives (the “Seller Indemnitees”) from and against, and employees at pay or reimburse the Seller Indemnities for, all times (i) Taxes (other than Excluded Taxes) imposed on the Company and the Company Subsidiaries for any Post-Closing Period, (ii) any Taxes arising out of, attributable to, relating to or resulting from any breach or nonperformance of any of the covenants set forth in Article IX (Tax Matters), (iii) fifty percent (50%) of any Scheduled Taxes and (iv) costs and expenses, including reasonable legal fees and expenses, attributable to any item in clauses (i)-(ii) of this Section 9.2(b) (Tax Indemnification) and incurred from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsClosing.

Tax Indemnification. (ai) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) The Stockholders shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares)jointly, agree to be responsible for and to indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them the Parent Indemnitees harmless from and against any and all Taxes that may be imposed upon or assessed against the Company or the Surviving Corporation or the assets thereof: (iA) with respect to all income taxable periods ending on or prior to the Closing Date; (B) with respect to any and all Taxes of NWS or relating the Company allocated to the business Stockholders pursuant to Section 11.6(b)(iv); (C) arising by reason of NWS for any breach by the Stockholders or inaccuracy of any of the representations contained in Section 5.9 hereof; (D) by reason of being a successor-in-interest or transferee of another entity; and (E) with respect to any and all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, a consolidated, combined, combined or unitary group of which NWS the Company (or any predecessor of NWSits predecessor) is or was a member on or prior to the Closing Date Date, by reason of a the liability under of Company pursuant to Treasury Regulation Section 1.1502-6 6(a) or any comparable provisions of foreign, analogous or similar state, local or local Lawforeign law or regulation; except, in the case of clauses (iiiA), (B) all income or (C), (x) to the extent that such Taxes are with respect to the 2014 or any previous taxable year, and either (I) a liability for such Taxes is specifically accrued on the audited balance sheet of any person imposed the Company included in the Financial Statements or the amount of such liability for such Taxes is otherwise disclosed in the notes to such Financial Statements or (II) the Company has disclosed to Parent in reasonable detail the amount of such liability for such Taxes and the reasons therefor in Section 11.6 of the Company Disclosure Letter, or (y) to the extent that such Taxes are with respect to the taxable year beginning on NWS arising January 1, 2015, and such Taxes arise directly as a result of the conduct of the business of the Company in the Ordinary Course of Business. Parent shall not make a claim for indemnification under Section 11.6 of the principles Company Disclosure Letter in respect of transferee a position reflected on an amended Tax Return filed by Parent for a taxable period ending on or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from Date or the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G pre-Closing portion of the Code or an excise Tax to taxable period that includes (but does not end on the recipient Closing Date) unless there is substantial authority (within the meaning of such payments pursuant to Section 4999 6662 of the Code) for such position. (ii) The Stockholders shall also pay and shall indemnify and hold harmless the Parent Indemnitees from and against any losses, including any claim or Proceeding by a current or former NWS employee or consultant arising therefromdamages, and (vi) any failure or alleged failure of an NWS Plan to comply withliabilities, or be exempt fromobligations, Section 409A of the Codedeficiencies, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees costs and expenses (including attorneys’ including, without limitation, reasonable expenses and fees for attorneys and accountants’ fees) ("Related Costs") incurred in connection therewith, with the Principal Shareholder and Taxes for which the Shareholders’ Representative (on behalf of Stockholders are responsible to indemnify the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders Parent Indemnitees pursuant to this Section 8.4 within 15 Business Days after Tyler 11.6(a) (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes) or the Surviving Company provides written notice to the Shareholders’ Representative enforcement of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofthis Section 11.6(a). (biii) Tyler The parties shall treat any indemnification payment under Article XI (including, without limitation, this Section 11.6(a)(iii)) as an adjustment to the Merger Consideration. To the extent that any such indemnification payment is treated as other than an adjustment to the Merger Consideration and is determined to be taxable to the party receiving such payment by any taxing authority, the paying party shall also indemnify the Shareholders and hold them harmless from party receiving such payment for any Loss attributable to any breaches Taxes incurred by reason of the Tax representationsreceipt of such payment and any Related Costs incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, warranties claim, demand, action, suit, proceeding, judgment or covenants of Tylerassessment, including the Surviving Companydefense or settlement thereof, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Codesuch Taxes). (civ) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless Any indemnification payment payable under Article XI shall be payable net of any Tax Benefit actually recognized by the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by any of party receiving such indemnified Persons payment as a direct result of the event giving rise to such indemnification payment. For purposes of this Agreement: (i) "Tax Benefit" means a reduction in the amount of Taxes that would be payable, whether resulting from a deduction, reduced gain or arising increased loss from all the disposition of an asset, or otherwise; and (ii) a Person will be deemed to have "actually recognized" a Tax Benefit at the time the amount of Taxes payable by the Tyler Entities for Post-Closing Tax Periodssuch Person otherwise would pay in cash is reduced.

Tax Indemnification. (a) Except Notwithstanding any limitations set forth in Article 11, which shall not apply to the extent treated this Article 8 except as a liability expressly stated in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata SharesSection 8.12(c), indemnify Tyler, the Surviving Company, Seller hereby indemnifies Buyer Indemnified Parties against and agrees to hold each Tyler Indemnified Party and hold of them harmless from and against any (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; of any of the Transferred Subsidiaries, (ii) all income Taxes amount of the type described in clause (i) of the definition of “Tax” as a result of any Transferred Subsidiary being or having been before the Closing a member of an affiliateda Seller Group, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes arising from the pre-Closing restructuring steps completed by Seller and its Affiliates, including the Carve-Out Plan activities or the Cash Repatriation Plan activities, and including any direct or indirect capital gains taxes (for example, in respect of any person imposed on NWS arising under the principles of transferee Bulletin 7 or successor liability or by contract, relating to an event or transaction occurring before the Closing Datesimilar Applicable Laws in India), (iv) all Pre-Closing Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except out of or related to the extent otherwise set forth any breach of any representation or warranty made in this AgreementArticle 8 and any Taxes in any Post-Closing Tax Period arising out of or related to any breach of any representation or warranty made in Section 8.01(k), (v) all Taxes attributable to or arising from any amounts or items required to be taken into account by any Buyer Indemnified Party under Code Section 481 or any similar provision of local or foreign law resulting from or attributable to any change in method of accounting made by Seller or its Affiliates prior to the Closing, including without limitation those items set forth in Section 8.01(k), (vi) breach or default of Seller and its Affiliates in performing any of the provisions of this Article 8 and (vii) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ and tax advisors’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Tax described in the foregoing clauses of this Section 8.12(a), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax (each of the items under clauses (i) through (vii), a nondeductible expense “Tax Loss”), in each case incurred or suffered by Buyer or any of its Affiliates or, effective upon Closing, the Transferred Subsidiaries; provided, however, that Seller shall have no liability for the payment of any Tax Loss attributable to or resulting from any action or prohibited action described in Section 8.09 or Section 8.14, including an election made or deemed made by Buyer under Section 280G 338(g) of the Code or an excise any comparable provision of Applicable Law. No indemnification shall be provided under this Section 8.12(a) or otherwise for any Tax Claim (as defined below) as to which Buyer provides notice to Seller after the recipient date that is ninety days following the expiration of such payments pursuant to Section 4999 any applicable statute of the Codelimitations (as it may be extended or tolled, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesagreement), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify Buyer hereby indemnifies Seller and its Affiliates (other than in respect of a Seller Affiliate in its capacity as a stockholder of Parent, to the Shareholders extent applicable) against and agrees to hold each of them harmless from (i) any Loss Tax of the Transferred Subsidiaries that is not a Pre-Closing Tax subject to indemnification by Seller pursuant to Section 8.12(a), (ii) any Tax of Seller or any Affiliate of Seller attributable to or resulting from Parent’s failure to comply with any breaches of its obligations under Section 8.07, (iii) any Tax of Seller or any Affiliate of Seller attributable to or resulting from any action or prohibited action described in Section 8.09 or Section 8.14, (iv) any goods and services tax/harmonized sales tax, Quebec sales tax, penalties, interest and other amounts which may be assessed against the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company Canadian Seller as a result of Tyler the transfer of the Canadian Assets not being eligible for any Canadian Tax Election jointly executed by the Canadian Seller and the Buyer under Part IX of the Excise Tax Act (Canada) or an Act respecting the Quebec sales tax or as a result of the Buyer’s failure to file such elections within the prescribed time and (v) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ and tax advisors’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any Tax described in clauses (i) - (v), including those #88639600v31 incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Seller or any of its Affiliates taking Affiliates; provided that no indemnification shall be provided under this Section 8.12(b) or otherwise for any action Tax Claim as to which Seller provides notice to Buyer after the date that is ninety days following the expiration of any applicable statute of limitations (as it may be extended or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Codetolled, including by agreement). (c) The Tyler Entitiesprovisions of Section 11.06(a) through Section 11.06(e) shall apply, jointly and severallymutatis mutandis in respect of any indemnification payment under this Section 8.12. (d) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to (i) Section 8.12(a) or Section 8.12(b) or (ii) Section 11.02 for breach of a representation, warranty or covenant and agree that they will indemnifycontained in this Article 8 (any such claim or demand, defenda “Tax Claim”) is asserted in writing against the party which would be entitled to seek such indemnification (the “Potential Indemnified Party”) or any of its Affiliates, protectthe Potential Indemnified Party shall notify the party from which such indemnification would be sought (the “Potential Indemnifying Party”) of such Tax Claim in writing within twenty (20) days of receipt thereof, and hold harmless shall give the Shareholders and their respective agentsPotential Indemnifying Party such information with respect thereto as the Potential Indemnifying Party may reasonably request; provided, representativesthat the failure of the Potential Indemnifying Party to give notice as provided in this Section 8.12(d) shall not relieve any Potential Indemnifying Party of its obligations under Section 8.12, Affiliatesexcept to the extent that such failure adversely prejudices the rights of any such Potential Indemnifying Party. The Potential Indemnifying Party may discharge, beneficiaries and heirsat any time, its indemnification obligation with respect to any Tax Claim by paying to the Potential Indemnified Party the amount payable pursuant to this Section 8.12 or Section 11.02, as the case may be, calculated on the date of such payment. The Potential Indemnifying Party shall have the right, at its own expense, to participate in and, upon notice to the Potential Indemnified Party, to assume the defense of any claim, suit, action, litigation or proceeding (including any Tax audit) relating to a Tax Claim (a “Tax Controversy”), and employees the Potential Indemnifying Party shall not have any indemnification obligations with respect to any payment in respect of any Taxes arising out of a Tax Controversy with a Taxing Authority as to which it was not afforded such right. If the Potential Indemnifying Party assumes such defense, the Potential Indemnifying Party shall have the sole discretion as to the conduct of such defense and the Potential Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Potential Indemnifying Party. Whether or not the Potential Indemnifying Party chooses to defend or prosecute any Tax Claim, all times of the parties hereto shall cooperate and shall cause their Affiliates to cooperate in the defense or prosecution thereof. (e) The Potential Indemnifying Party shall not be liable in respect of any Tax Claim under this Section 8.12 or Section 11.02, as the case may be, for any Tax (i) the payment of which was made without the Potential Indemnifying Party’s prior written consent, unless the Potential Indemnified Party has complied with the provisions set forth in Section 8.12(d) and a Final Determination of the amount of Tax has been made, (ii) resulting from and after a settlement effected without the Effective Time consent of the Potential Indemnifying Party, or (iii) resulting from and against all Losses incurred by any Tax Controversy with respect to which the Potential Indemnified Party has not complied with the provisions set forth in Section 8.12(d). #88639600v31 (f) Notwithstanding any other provision of this Agreement, neither Seller nor any of such indemnified Persons as a result its Affiliates (other than the Transferred Subsidiaries) shall have any liability for any Taxes of or arising from all Taxes payable by the Tyler Entities for Post-Closing Tax Periodsany Transferred Subsidiary that were taken into account in calculating Modified Net Working Capital Value.

Tax Indemnification. (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) The Stockholders shall, severally jointly and not jointly (in accordance with each Shareholder’s Pro Rata Shares)severally, indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party Purchaser Indemnitees and hold them harmless from and against (ia) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in this Section 8.05; (c) all income Taxes of NWS Marquis, the Stockholders or relating to the business of NWS Business for all Pre-Closing Tax Periods; (iid) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS Marquis (or any predecessor of NWSMarquis) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iiie) any and all income Taxes of any person Person imposed on NWS Marquis arising under the principles of transferee or successor liability or by contractContract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth ; in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), . The Stockholders shall reimburse Tyler Purchaser for any Taxes of NWS Marquis that are the responsibility of the Shareholders any Stockholder pursuant to this Section 8.4 8.05 within 15 five (5) Business Days after Tyler or the Surviving Company provides payment of such Taxes by any Purchaser Indemnitee. Purchaser agrees to give written notice to the ShareholdersStockholders’ Representative promptly upon the receipt of the payment of such Taxesany written notice by Marquis, which notice shall set forth the amount and type of such Taxes with reasonable specificityPurchaser, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Purchaser’s Affiliates taking that involves the assertion of any action claim, or failing the commencement of any Proceeding, in respect of which an indemnity may be sought by Purchaser pursuant to take this Section 8.05 (a “Tax Claim”); provided, that failure to comply with this provision shall not relieve the Stockholders of their indemnification obligations, except and only to the extent that the Stockholders forfeit rights or defenses by reason of such failure. Purchaser shall control the contest or resolution of any actions Tax Claim; provided, however, that cause Purchaser shall obtain the Merger to fail to qualify as a reorganization under Section 368(a)(1) prior written consent of the Code. Stockholders’ Representative (cwhich consent shall not be unreasonably withheld, delayed, denied, or conditioned) The Tyler Entitiesbefore entering into any settlement of a Tax Claim or ceasing to defend such Tax Claim; and, jointly and severallyprovided, covenant and agree further, that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after Stockholders’ Representative shall be entitled to participate in the Effective Time from and against all Losses incurred by any defense of such indemnified Persons as a result Tax Claim and to employ counsel of or arising from all Taxes payable his choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Tyler Entities for Post-Closing Tax PeriodsStockholders.

Tax Indemnification. Notwithstanding any other provision of ------------------- this Agreement to the contrary: (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, and each Tyler Indemnified If any Party and hold them harmless from and against (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the Code. (c) The Tyler Entitiescollectively, jointly and severally, the "Indemnifying Parties") takes any action prohibited by Article IV, above, or violates a representation or covenant contained in Article IV, above, or takes or fails to take any other action (any such action, failure to act or violation, a "Tainting Act") and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after Reorganization or any portion thereof fails to qualify for the Effective Time from and against all Losses incurred by any of such indemnified Persons Tax treatment stated in the Letter Ruling in whole or in part as a result of such Tainting Act, then the Indemnifying Parties shall (jointly and severally) indemnify and hold harmless each of the other Parties and their Affiliates (collectively, the "Indemnified Parties") against any and all Taxes and any other costs and liabilities imposed upon or incurred by the Indemnified Parties as a result of the Tainting Act, including any liability of the Indemnified Parties arising from all Taxes payable imposed on shareholders of a Party to the extent any shareholder or the IRS or other Taxing Authority successfully seeks recourse against the Indemnified Parties on account of any such Tainting Act, or any liability for such Taxes or other costs or liabilities that the Indemnified Parties may assume or otherwise incur; (b) Each Spinco and its Affiliates shall (jointly and severally) indemnify and hold harmless Columbia/HCA and its Affiliates for any Tax imposed upon or incurred by Columbia/HCA and its Affiliates as a direct or indirect result of any action taken after the Tyler Entities for Post-Closing Tax PeriodsDistributions by such Spinco or any of its Affiliates.

Tax Indemnification. (a) Except Seller shall indemnify and hold Buyer, the LIG Companies (and their successors) and Affiliates of Buyer harmless pursuant to the extent treated as a procedures set forth in Section 10.3 from (x) all liability in for Taxes of the calculation of LIG Companies with regard to any taxable period ending on or before the Closing Working Capital, Date (the Principal Shareholder "Pre-Closing Period") and the Shareholders’ Representative portion ending on the Closing Date of any taxable period that begins before and ends after the Closing Date (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesa "Straddle Period"), indemnify Tyler, the Surviving Company, and each Tyler Indemnified Party and hold them harmless from and against (y) all Taxes arising out of or related to (i) all income Taxes of NWS or relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes a breach of any member of an affiliatedthe representations and warranties set forth in Section 4.11 of this Agreement, consolidated, combined, or unitary group assuming for purposes of which NWS (or any predecessor this Section 10.1(a)(y) that such representations and warranties were made as of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, or (ivii) all Taxes arising from a breach of the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise covenant set forth in the last sentence of Section 6.14 of this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (viz) any failure or alleged failure all liability (as a result of an NWS Plan to comply withTreas. Reg. §1.1502-6(a), or be exempt fromany similar provision of state, Section 409A local or foreign Law) for Taxes of the CodeSeller or any other person (other than the LIG Companies) as a result of the affiliation of any of the LIG Companies with Seller or any other Person prior to Closing. Notwithstanding anything to the contrary herein, including Seller shall not be obligated to indemnify Buyer against any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders liabilities pursuant to this Section 8.4 within 15 Business Days after Tyler 10.1(a) as a result of, or the Surviving Company provides written notice based upon or arising from, any Tax, claim or liability to the Shareholders’ Representative of extent such Tax, claim or liability is taken into account in determining the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofpurchase price adjustment pursuant to Section 2.2. (b) Tyler shall indemnify With respect to a Straddle Period, the Shareholders and hold them harmless from any Loss portion of Taxes attributable to any breaches the portion of such Straddle Period beginning before (but not ending on) the Closing Date shall be calculated as though the Straddle Period terminated as of the close of business on the Closing Date; provided, however, that in the case of a Tax representationsnot based on income, warranties receipts, proceeds, profits or covenants similar items, such Taxes shall be equal to the amount of TylerTax for the Straddle Period multiplied by a fraction, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, numerator of clarity, such indemnification which shall include any Losses relating to Taxes imposed on be the Shareholders, NWS or number of days from the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) beginning of the Codetaxable period through the Closing Date and the denominator of which shall be the number of days in the Straddle Period. (c) The Tyler Entities, jointly and severally, covenant and agree that they will indemnify, defend, protect, Buyer shall indemnify and hold the Seller harmless pursuant to the Shareholders and their respective agentsprocedures set forth in Section 10.3, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against any and all Losses incurred by Taxes of, or pertaining or attributable to, any of such indemnified Persons as the LIG Companies with respect to any taxable period or portion of a result of or arising from all Taxes payable by Straddle Period that begins after the Tyler Entities for Post-Closing Tax PeriodsDate.

Tax Indemnification. (a) Except to Upon the extent treated as a liability in terms and conditions of this Agreement, if the calculation of Closing Working Capitaloccurs, the Principal Shareholder and the Shareholders’ Representative Sellers (on behalf of the other Shareholders) shalleach, severally and not jointly (in accordance with each Shareholder’s Pro Rata Sharesa “Seller Tax Indemnifying Party), indemnify Tylerjointly and severally, the Surviving Companyshall pay or cause to be paid, and shall indemnify each Tyler Purchaser Tax Indemnified Party and agree to protect, save and hold each Purchaser or Business Subsidiary, and their respective Affiliates and the stockholders, members, general partners, limited partners, officers, directors, and employees of each of them (in each case, other than the Sellers) (any such person entitled to indemnification hereunder, a “Purchaser Tax Indemnified Party”) harmless from and against any and all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to (including costs incurred in the good faith contest of the imposition, assessment or assertion of): (i) all income Taxes of NWS or relating the Business Subsidiaries allocable to the business of NWS for all a Pre-Closing Tax PeriodsPeriod; (ii) all income Taxes of the Sellers or of a Relevant Group that includes a Business Subsidiary and ARM or an Affiliate of ARM that is not a Business Subsidiary, (iii) all Taxes allocable to a Pre-Closing Period of any member Relevant Group that includes only Business Subsidiaries, (iv) all Taxes relating to the Business or the Business Assets for any period or portion of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member period ending on or prior to the Closing Date by reason Date, (v) all Taxes of any Person for which a liability Business Subsidiary is liable (W) under Treasury Regulation Regulations Section 1.1502-6 of the Treasury Regulations (or any comparable similar provision of state, local or foreign Law) with respect to a consolidated, combined, unitary or similar Tax group of which such Business Subsidiary, or a predecessor thereof, was a member prior to the Closing Date or on the Closing Date prior to the Closing, (X) as a transferee or successor by operation of Law, where such Business Subsidiary became a transferee or successor simultaneous with (if the transaction giving rise to such transferee or successor liability was arranged by a Seller) or prior to the Closing, (Y) by contract, where such contract was entered into simultaneous with (if the entry into such contract was arranged by a Seller ) or prior to the Closing or (Z) otherwise, where such Business Subsidiary’s liability is the result of circumstances prior to the Closing, (vi) all Taxes resulting from a Permitted Section 338 Election, an Announced Restructuring Action or an Other Transaction Restructuring Action, (vii) a failure of a representation or warranty set forth in Section 4.11 hereof, or a Tax-related representation or warranty of a Seller set forth in Annex B, to be true on the date hereof or on the Closing Date (as determined without regard to any qualifiers contained in such representation or warranty or in the introductory language to Section 4.11 relating to knowledge or materiality, whether expressed by reference to “Knowledge,” “material” or “Business Material Adverse Effect” or otherwise) or a breach of a covenant or agreement set forth in Section 6.05(c) or 6.20 hereof or a Tax-related covenant or agreement set forth in Annex C, (viii) the failure of any Relevant Group, Business Subsidiary or Asset Seller to timely file or provide to any Person or to otherwise comply with any requirements relating to a Tax Return, which failure, in the case of a Business Subsidiary or a Relevant Group that includes only Business Subsidiaries, occurs prior to the Closing, (ix) any Transfer Taxes for which Sellers are responsible pursuant to Section 12.07 hereof, (x) the remitting to a governmental authority or other appropriate person of amounts withheld by a Business Subsidiary from a payment prior to the Closing, where (a) the liability to so remit was not treated as a Current Liability actually taken into account in determining Final Working Capital and (b) the amount withheld and retained was not actually excluded from being treated as a Current Asset in determining Final Working Capital, (xi) any liability of a Purchaser for Taxes of another Person as a result of the transfers provided for herein (including any liability with respect to Taxes as a result of any failure to comply with any bulk sales or similar Law of any Governmental Authority), (xii) any failure of Sellers to comply with the provisions of foreignthis Article XII, state(xiii) any liability imposed on any Purchaser as a result of making payments under Article III hereof to ARM, rather than to ARMCo or local Lawanother Seller, (xiv) any liability imposed on a Purchaser or an Affiliate of a Purchaser as a result of its having made a payment to ARM or an Affiliate of ARM under Section 8.02, Section 8.08, Section 8.09, Section 8.10 and Section 8.11 hereof, rather than having made such payment to ARM or another ARM Affiliate (if the payment was made to an Affiliate of ARM) or to an Affiliate of ARM (if the payment was made to ARM, if the payee was specified by ARM or an Affiliate of ARM (other than a Business Subsidiary (except, prior to the applicable China Closing, a China Subsidiary)) or specifically required by this Agreement), (xv) any liability imposed on a Purchaser or an Affiliate of a Purchaser as a result of a payment being made under the Escrow Agreement to ARM, rather than an Affiliate of ARM, if the payee was specified by ARM or an Affiliate of ARM (other than a Business Subsidiary (except, prior to the applicable China Closing, a China Subsidiary)) or specifically required by this Agreement or the Escrow Agreement, (xvi) any Tax cost to a Purchaser Tax Indemnified Party arising from a distribution by a China Subsidiary after the Closing, where (a) such distribution was paid, directly or indirectly, to a China Equity Seller or an Affiliate of a China Equity Seller and (b) such cost was not taken into account in reducing the amount of Cash deemed to be an Excluded Asset held by such China Subsidiary; (iiixvii) all any Taxes imposed by China or a political subdivision thereof on service fees or income imposed on any Purchaser Tax Indemnified Party as a result of its activities under the China Interim Agreement, (xviii) any net Tax cost to a Purchaser or any Affiliate of a Purchaser as a result of the arrangements provided for in the China Escrow Agreement, (xix) any Tax imposed in connection with the payments or transfers provided for in Section 8.02, Section 8.08, Section 8.09, Section 8.10 and Section 8.11 hereof, (xx) any Tax imposed in connection with the transactions described in the Cash Management Plan, other than (a) income Taxes of any person imposed on NWS arising interest on loans put in place and not retired as a result of such Cash Management Plan and (b) any capital duty taxes imposed in connection with such loans, other than capital duty taxes imposed in connection with the entering into of such loans, (xxi) any Brazil Income Taxes relating to the Brazil Business or the Brazil Business Assets and allocable (under the principles of transferee Section 12.05 hereof) to a taxable period or successor liability portion of a taxable period ending on or by contract, relating prior to an event or transaction occurring before the Brazil Closing Date, Date and (ivxxii) all Taxes arising from the transactions contemplated ownership, sale or disposition of the Augsburg Property or any other Excluded Assets or from a payment provided for in Section 6.22. Notwithstanding the foregoing, the Seller Tax Indemnifying Parties will not indemnify, defend or hold harmless any Purchaser Tax Indemnified Party for (1) Taxes attributable to any action of a Business Subsidiary or a Purchaser taken on the Closing Date simultaneous with or after the Closing, that is (i) outside the Ordinary Course of Business, (ii) neither provided for in this Agreement (with actions provided for in this Agreement including, without limitation, (a) such acts as may be undertaken to comply with the covenants set forth in Section 6.20 hereof, (b) the termination of Tax sharing agreements or arrangements as provided for in Section 12.04(e), (c) the actions provided for in Section 6.14 and 6.15, (d) all Restructuring Actions (e) actions required by Section 8.02, Section 8.08, Section 8.09, Section 8.10, Section 8.11 or the Cash Management Plan and (f) such actions as a Purchaser and Seller may agree with respect to after signing, and (iii) not arranged by Sellers or any of their Affiliates (an action described in this sentence, a “Purchaser Tax Act”), (2) Taxes arising from the sale by ArvinMeritor Emissions Technologies GmbH of ArvinMeritor Emissions Technologies Kft pursuant to this Agreement and incurred the distribution by NWS (ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of the proceeds of such sale as a distribution in respect of its shares, except to the extent otherwise that such Taxes result from a failure of a representation or warranty set forth in this AgreementSection 4.11(hh), (vii) all or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof, (3) Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of proceeds from a nondeductible expense under securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, except to the extent that such Taxes result from a failure of a representation or warranty set forth in Section 280G 4.11(hh), (ii) or (jj) to be true or a breach of the Code covenant set forth in Section 6.20(f) hereof, or (4) any costs of contesting an excise item described in the preceding sentence incurred at the direction of a Purchaser or a Purchaser Affiliate after a Seller Tax Indemnifying Party has agreed to pay the recipient full amount of such payments pursuant to Section 4999 item without further contest, other than any such costs associated with the making of such payment or the termination of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofrelated proceeding. (b) Tyler Upon the terms and conditions of this Agreement, if the Closing occurs, Purchasers and, following the Closing, the Business Subsidiaries, jointly and severally, shall pay or cause to be paid, and shall indemnify the Shareholders each Seller Tax Indemnitee and agree to protect, save and hold them each Seller and their respective Affiliates, stockholders, members, general partners, limited partners, officers, directors, and employees (any such person entitled to indemnification hereunder, a “Seller Tax Indemnitee”) harmless from and against any Loss attributable and all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to any breaches (including costs incurred in the good faith contest of the Tax representationsimposition, warranties assessment or covenants assertion of): (i) all Taxes of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating Business Subsidiaries allocable to Taxes a Post-Closing Period or imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler the operation of the Business Assets or the Business following the Closing, except, in each case, to the extent Sellers are otherwise required to indemnify in respect of such Taxes pursuant to this Article XII or would have been so required had a Purchaser paid such Taxes, (ii) all Taxes attributable to any of its Affiliates taking Purchaser Tax Act, (iii) any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization Transfer Taxes for which Purchasers are responsible under Section 368(a)(112.07 hereof, (iv) any aggregate net increase in Taxes (over what they would have been had this Agreement provided for a purchase of the CodeGerman Minority Interests at the Closing) from the use of the put and call options with respect to the German Minority Interests, (v) Taxes resulting from business restructuring actions to be undertaken at ArvinMeritor Emissions Technologies, S.A. following the Closing, other than any such Taxes as may be imposed on a Seller or a Seller Affiliate, (vi) any aggregate net increase in Taxes (over what they would have been had the shares of ArvinMeritor Emissions Technologies GmbH been acquired under this Agreement while ArvinMeritor Emissions Technologies GmbH still held the interests in ArvinMeritor Emissions Technologies Kft) resulting from the sale provided for herein of the interests in ArvinMeritor Emissions Technologies Kft, provided that for purposes of determining such excess, any Taxes related to the sale provided for herein of the interests in ArvinMeritor Emissions Technologies Kft attributable to a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof shall be disregarded,(vii) any Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH in connection with the Closing of proceeds of a securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, except any such Taxes attributable to a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof and (viii) the failure of Purchaser or its Designee to obtain the necessary governmental approvals to participate in the Maquila Program in Mexico prior to the Closing; provided that the aggregate net Taxes indemnified hereunder under each of clause (iv), (v), (vi) and (vii) hereof, in each case, may not exceed the aggregate net increase in Taxes described in such clause to the Seller Tax Indemnitees (so that effects on different Seller Tax Indemnitees are netted on an aggregate basis). Notwithstanding the foregoing, Purchasers and the Business Subsidiaries shall not indemnify a Seller Tax Indemnitee (a) for any item which a Seller Indemnifying Party has an indemnification obligation under this Article XII, (b) in respect of any Tax liability of a Joint Venture or a Subsidiary of a Joint Venture, (c) for any costs of contesting an item described in clause (i), (ii) or (iii) incurred at the direction of a Seller, a Seller Tax Indemnitee or an Affiliate of either a Seller or a Seller Tax Indemnitee after a Purchaser or Business Subsidiary has agreed to pay the full amount of such item without further contest, other than any such costs associated with the making of such payment or the termination of the related proceeding or (d) for any Tax arising from a Announced Restructuring Action or an Other Transaction Restructuring Action. (c) The Tyler EntitiesNotwithstanding any other provision of this Agreement to the contrary: (a) this Article XII together with Section 3.04 shall govern all matters relating to Taxes or which are otherwise addressed herein, jointly (b) the obligations of the parties set forth in this Article XII shall not be subject to the terms of Article XIV (other than Sections 14.04 and severally14.05; provided, covenant however, that (x) the provisions of Section 14.05(a) relating to adjustment for Tax effects shall not apply to payments pursuant to Xxxxxxx 00.00, Xxxxxxx 00.00(x)(x), (xx), (xxx), (xx), (ix) or (xxi), Section 12.02(b)(i) or (iii), Section 12.06 or Section 12.07 and agree that they will indemnify(y) in no event shall any adjustment for Tax effects pursuant to the provisions of Section 14.05(a) take into account, defend, protect, and hold harmless with respect to an indemnity claim under Section 12.02(a)(vi) any Tax benefits to the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Effective Time from and against all Losses incurred by Purchasers or any of such indemnified Persons as a result of or their Affiliates arising from all Taxes payable by a Permitted Section 338 Election or the Tyler Entities for Post-Closing Tax PeriodsTransaction Restructurings (including, without limitation, the making of any “check the box” elections in connection with the provisions of Section 6.20 hereof). In the event of any inconsistency between this Article XII and Article XIV, this Article XII shall control.

Tax Indemnification. (a) Except to From and after the extent treated as a liability in the calculation of Closing Working CapitalClosing, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with Seller hereby indemnifies each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Company, Purchased Subsidiary and each Tyler other Buyer Indemnified Party against and agrees to hold each of them harmless from and against (i) all income Taxes any Covered Tax, (ii) any liabilities, costs, expenses (including reasonable expenses of NWS investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Covered Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the business of NWS for all Pre-Closing Tax Periods; (ii) all income Taxes imposition, assessment or assertion of any member of an affiliatedsuch Covered Tax, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (iii) for all income Taxes liability, costs, and expenses incurred in connection with the filing of a Seller-Filed Tax Return (any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise item set forth in this Agreementclause (i), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply withii), or be exempt from, Section 409A (iii) of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or 8.06(a) shall be a “Buyer Tax Loss”). The amount of Buyer Tax Losses shall be computed applying the Surviving Company provides written notice to the Shareholders’ Representative provisions of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereofSection 11.06(a) mutatis mutandis. (b) Tyler shall indemnify From and after the Shareholders Closing, Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from any Loss attributable liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any breaches Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, (i) of any Purchased Subsidiary other than Covered Taxes or (ii) resulting from any breach of the Tax representations, representations and warranties contained in Section 4.10 (any item set forth in clause (i) or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1(ii) of this Section 8.06(b), a “Seller Tax Loss”). The amount of Seller Tax Losses shall be computed applying the Codeprovisions of Section 11.06(a) mutatis mutandis. (c) The Tyler EntitiesIf the Seller is (or would be, jointly assuming an adverse determination from the relevant Taxing Authority) obligated to pay a Tax under this Section 8.06 that is being contested or otherwise disputed with the applicable Taxing Authority and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless there is a requirement (or there is a decision by the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after party controlling the Effective Time from and against all Losses incurred by contest) to pay the Tax (or any of such indemnified Persons portion thereof) (including as a result deposit), the Seller shall timely and properly pay such amount to the applicable Taxing Authority on behalf of itself or arising the applicable taxpayer and to the extent such amounts are subsequently recovered by a Purchased Subsidiary or other Buyer Indemnified Party from all Taxes payable by the Tyler Entities for Post-Closing Tax PeriodsTaxing Authority, the Buyer shall pay such amount to the Seller.

Tax Indemnification. (a) Except to Seller shall indemnify Buyer and its Affiliates (including the extent treated as a liability in the calculation of Closing Working CapitalTransferred Entities) and its assignees, the Principal Shareholder designees and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify Tyler, the Surviving Companynominees, and each Tyler Indemnified Party of their respective officers, directors, employees, stockholders, agents, direct or indirect members, direct or indirect partners and representatives and hold them harmless from all liability for (i) Excluded Taxes, (ii) Taxes that would not have arisen but for a breach by Seller of any of its obligations under this Agreement and against then only to the extent appropriate to reflect the relative fault of Seller, on the one hand, and Buyer, on the other hand, and (iii) the portion of Transfer Taxes for which Seller is responsible pursuant to Section 2.9 of this Agreement. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless Buyer and its Affiliates (including the Transferred Entities) or any of their respective officers, directors, employees or agents, from any liability for Taxes to the extent attributable (under a relative fault standard) to a breach by Buyer of its obligations under this Agreement. (b) Buyer shall, and shall cause the Transferred Entities to, indemnify Seller and its Affiliates and each of their respective officers, directors, employees, stockholders, agents, direct or indirect members, direct or indirect partners and representatives and hold them harmless from (i) all income liability for Taxes of NWS the Transferred Entities or relating to the business of NWS Purchased Assets for all Pre-Closing Tax Periods; (ii) all income Taxes of any member of an affiliated, consolidated, combined, or unitary group of which NWS (or any predecessor of NWS) is or was a member on or prior to taxable period ending after the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; (iii) all income Taxes of any person imposed on NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement and incurred by NWS (except to the extent otherwise set forth such taxable period is a Straddle Period, in this Agreementwhich case Buyer's indemnity will cover only that portion of any such Taxes that are for the Post-Closing Tax Period), (vii) all the portion of Transfer Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments for which Buyer is responsible pursuant to Section 4999 2.9 of this Agreement and (iii) all liability for Taxes that would not have arisen but for a breach by Buyer of its obligations under this Agreement and then only to the Codeextent appropriate to reflect the relative fault of Buyer, including any claim or Proceeding by a current or former NWS employee or consultant arising therefromon the one hand, and (vi) any failure or alleged failure of an NWS Plan to comply withSeller, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shallhand. Notwithstanding the foregoing, severally Buyer shall not indemnify and not jointly (in accordance with each Shareholder’s Pro Rata Shares)hold harmless Seller and its Affiliates or any of their respective officers, reimburse Tyler directors, employees or agents, from any liability for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. extent attributable (bunder a relative fault standard) Tyler shall indemnify the Shareholders and hold them harmless from any Loss attributable to any breaches of the Tax representations, warranties a breach by Seller or covenants of Tyler, the Surviving Company, and their its Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to Taxes imposed on the Shareholders, NWS or the Surviving Company as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the CodeAgreement. (c) The Tyler EntitiesIn the case of any Straddle Period: (i) real, jointly personal and severally, covenant intangible property Taxes ("Property Taxes") of the Transferred Entities and agree that they will indemnify, defend, protect, and hold harmless relating to the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after Purchased Assets allocable to the Effective Time from and against all Losses incurred by any Pre- Closing Tax Period shall be equal to the amount of such indemnified Persons as Property Taxes for the entire Straddle Period multiplied by a result fraction, the numerator of or arising from all Taxes payable by which is the Tyler Entities for Postnumber of days during the Straddle Period that are in the Pre-Closing Tax PeriodsPeriod and the denominator of which is the number of days in the Straddle Period; (ii) the Taxes (other than Property Taxes) of the Transferred Entities and relating to Purchased Assets allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date; and (iii) each Transferred Entity that is classified as a partnership or "flowthrough" entity for (U.S. or non-U.S.) Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended at the close of business on the Closing Date and Taxes attributable to the income and gain of each such entity through the close of business on the Closing Date (as determined in a reasonably practicable manner) shall be considered to be attributable to the Pre-Closing Tax Period. (d) Notwithstanding any other provision to the contrary, the rights and obligations provided for in this Section 9.2 shall survive until 60 days after the expiration of all applicable statutes of limitation.