Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary (a) The Sellers shall jointly and except as provided in Section 5.1.1, 12.3, severally be responsible for and 12.4.2 hereof, Boise Cascade shall jointly and severally indemnify and hold the Purchaser and its affiliates and hold them Indemnitees harmless from and against any (i) any liability for Taxes Tax Liabilities of the Companies Sellers, (ii) Taxes attributable to or otherwise relating imposed on a Target Group Company, or any precursor company, with respect to the Assets or Business for all any taxable periods period ending on or before the Closing date Date, and for the portion of any Straddle Period ending on the Closing Date (a Pre-Closing Tax Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such Taxes are taken into account as liabilities in the calculation of Closing Date Net Working Capital or Closing Date Indebtedness or have been accrued as current liabilities on the Financial Statements and (iii) Losses incurred by any Purchaser Indemnitee in connection with defending Tax claims with respect to any amounts described in clauses (i) to (ii) of this Section 7.01(a). (b) The Purchaser shall be responsible for, and shall indemnify and hold the Seller Indemnitees harmless from and against any (i) Taxes attributable to or imposed on a Target Group Company with respect to any taxable period began before beginning the day after the Closing date, in which case Date and the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to Straddle Period beginning after the PreClosing Date (a Post-Closing Tax Period) and (ii) Losses incurred by any liability for real and personal property Taxes accrued on the Final Closing Statement subject Seller Indemnitee in connection with defending Tax claims with respect to any adjustment made pursuant to amounts described in clause (i) of this Section 4.3 hereof7.01(b). 12.4.3 In (c) For the purposes of this Section 7.01, in the case of any Taxes that are payable with respect to a Straddle Period, the determination portion of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if any such taxable period ended on and included the Closing date, except tax that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned is allocable to the Pre-Closing Tax Period shall be: in the cases 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, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended on (and included) the Closing Date, provided, however, that all exemptions, allowances, or deductions for the entire Straddle Period which are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the two short periods in proportion to the number of days in each period and any credits relating to a per diem basis Straddle Period shall be taken into account as though the relevant taxable period ended on the Closing Date, and (ii) real imposed on periodic basis with respect to a Target Group Company, or otherwise measured by the level of any item, deemed to be the entire amount of such Taxes for the entire period, multiplied by a fraction the numerator of which it is the number of calendar days in the period ending on (and personal property Taxes shall be apportioned between Boise Cascade including) the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) Neither Purchaser nor any of its Affiliates will take any action or make any election (including any election under Treasury Regulation Section 301.7701-3) that would have effect with respect to any of the Target Group Companies on or prior to the Closing Date, and neither Purchaser nor any of its Affiliates shall amend any Target Group Company’s Tax Return for a Pre-Closing Tax Period without the consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers shall not be liable for any Tax imposed on any Target Group Company with respect to any sale (or other disposition) of assets outside the ordinary course of business after Closing on the Closing Date. (e) Whenever in accordance with this Section 7.01 the principles under section 164(dSellers shall be required to pay a Purchaser Indemnitee an amount pursuant to Section 7.01(a) or the Purchaser shall be required to pay the a Seller Indemnitee an amount pursuant to Section 7.01(b), such payments shall be made by the later of thirty (30) days after such payments are requested or ten (10) days before the Coderequesting party is required to pay the related Tax liability.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) The Shareholders agree, jointly and severally, to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and the Buyer Indemnified Parties against any Losses incurred or paid by a Buyer Indemnified Party, which arise as a result of (i) any liability for any Taxes of imposed on the Companies Company and the Subsidiaries pursuant to federal, state, local or otherwise relating foreign law attributable to the Assets or Business for all taxable any periods ending on or before the Closing date and for of the Pre-Closing PeriodClosing, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant with respect to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination portion of Taxes payable by or assessed against the Company which are properly allocable to the part of such Straddle Period ending on the date of the liability for Taxes for Closing, pursuant to Section 7.5(b), (iii) any breach of the Pre-Closing Period representations or warranties made by the Company and the Shareholders in Section 2.12, and (iv) any breach of, or failure to perform, any agreement or covenant contained in Sections 4.11, 4.12 or 4.13 hereof (all such Losses being "TAX LOSSES"). Any indemnity payments to or from the Shareholders or to or from the Buyer pursuant to this Agreement, whether under this Section 7.5 or otherwise, shall be accrued treated by the Buyer and the Shareholders as purchase price adjustments for all tax purposes. All indemnification obligations set forth in this Section 7.5(a) shall be treated as "TAX CLAIMS" for purposes of this Agreement. (b) For purposes of this Section 7.5, with respect to any taxable year or period beginning before and ending after the date of the Closing (a "STRADDLE PERIOD"), an allocation of Taxes shall be made to the part of such Straddle Period which ends on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included date of the Closing date, except that based on (i) all standard deductionsthe closing of the books method, exemptionsin the case of income or any similar Taxes, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real the number of days elapsed between the beginning of such Straddle Period to and personal property Taxes shall be apportioned between Boise Cascade and including the Purchaser in accordance with the principles under section 164(d) date of the CodeClosing in the case of property Taxes, and (iii) when the relevant transaction occurs, in the case of sales and gross receipts Taxes.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement Except to the contrary and except extent paid or deposited prior to the Closing or treated as provided a liability in Section 5.1.1the calculation of Closing Working Capital, 12.3, and 12.4.2 hereof, Boise Cascade the Warrantors shall indemnify the Purchaser Companies, Beneficiary, and its affiliates each Beneficiary Indemnitee and hold them harmless from and against (ia) any liability for Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Companies or otherwise relating to the Assets or Business business of the Companies for all taxable periods ending Pre-Closing Tax Periods; (d) all Taxes of any other member of an affiliated, consolidated, combined or unitary group of which the Companies (or any predecessor of the Companies) is or was a member on or prior to the Closing Date by reason of the Companies’ being a member of such group, other than Beneficiary or its Affiliates; and (e) any and all Taxes of any person imposed on the Companies arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing date Date, it being specified that provisions of Section 9.05 hereafter shall apply in connection with such Tax Indemnification provisions. In each of the above cases, together with any incremental out-of-pocket fees and for the Pre-Closing Period, expenses (iiincluding reasonable attorneys' and accountants' fees) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Electionsextent incurred in connection therewith. Subject to the provisions of Section 9.05 hereafter, and (B) the deemed sale Warrantors shall reimburse Beneficiary for any Taxes of assets pursuant to any comparable elections under state the Companies that are the responsibility of the Warrantors or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502this Section 7.03 within ten Business Days after payment of such Taxes by Beneficiary or the Companies. The Warrantors may, at their option, satisfy such reimbursement obligation by surrender of Beneficiary Shares valued at the Applicable Trading Price determined in accordance with Section 2.02(a)(iii). Beneficiary shall promptly deliver to Contributors, pro rata in accordance with their respective former holdings of Shares, additional Beneficiary Shares (valued at the Applicable Trading Price) having an aggregate value equal to thirty-6 four percent (34%) of any net Tax loss attributable to any Straddle Period. Notwithstanding anything to the contrary in this Section 7.03, under no circumstances shall Warrantors have any indemnification or other obligation to Beneficiary in respect of any additional or increased Taxes or related Liabilities to the extent arising as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of tax election made or rescinded by the Companies or otherwise relating to the Assets Beneficiary at or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofClosing. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade The Seller shall indemnify and hold the Purchaser and its affiliates and hold them harmless from and against any (ia) Taxes imposed on any liability for Taxes of the Companies with respect to any taxable period (or otherwise relating to the Assets or Business for all taxable periods portion thereof) ending on or before the Closing date and for the Date (each, a “Pre-Closing Tax Period, ”) (iinot including Transfer Taxes allocated as provided in Section 10.3); (b) any liability for all Taxes which result resulting from (A) the deemed sale of assets pursuant to the Elections, Conversion; and (Bc) the deemed sale of assets pursuant to any comparable elections under state income, franchise or local tax laws and (iii) any liability for other similar Taxes imposed upon either on any of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the an “affiliated group, ” (within the meaning of section 1504 Section 1504(a) of the Code) that arise under Treasury Regulation § 1.1502-6(a) or any comparable provision of applicable state, of which the Boise Cascade and Oxford are members. 12.4.2 local or non-U.S. Tax law. Notwithstanding anything in this Agreement to the contrarycontrary and for the avoidance of doubt, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent of any breach of any representation or warranty by the Seller in Section 3.9, the Seller shall not be liable to indemnify the Purchaser with respect to claims relating to the amount, value or condition of any Tax asset or attribute of the Companies, or the ability of Purchaser to utilize such Tax assets or attributes following the Closing or for any liabilities for Taxes included in the calculation of Closing Working Capital. In the case of any taxable period began before that includes but does not end on the Closing dateDate (each, in which case a “Straddle Period”), the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable imposed upon the Companies allocable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Tax Period shall be accrued on the Final Closing Statement computed on an interim-closing-of-the-interim closing of the books basis as if such taxable period ended on and included the Closing dateDate; provided, except however, that (i) all standard deductions, exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other similar items than with respect to property placed in service after the Closing, and Taxes imposed on a periodic basis (such as property Taxes) shall be apportioned allocated between the period ending on and including the Closing Date and the period after the Closing Date in proportion to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser number of days in accordance with the principles under section 164(d) of the Codeeach period.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary i. Seller shall be responsible for and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them the Purchasers and their respective Affiliates (including, after the Closing, the Acquired Companies) harmless from and against (without any duplication) any (i) Taxes (A) of Seller or any liability for Taxes of its Affiliates, (B) attributable to or imposed on the Acquired Companies with respect to any taxable period which ends on or otherwise relating prior to the Assets or Business for all taxable periods ending on or before the Closing date and for the Date (a “Pre-Closing Tax Period”) or the portion of any taxable period that includes but does not end on the Closing Date (such period, a “Straddle Period”) ending as of the Closing Date, (C) of any member of an affiliated, consolidated, combined, unitary or aggregate group of which any of the Acquired Companies is or was a member on or prior to the Closing Date by reason of liability under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign Law) or as a transferee or successor or otherwise, and/or (D) attributable to a breach by Seller of any of its representations, warranties, covenants, obligations or agreements in this Agreement, (ii) any liability for Transfer Taxes which result from (A) the deemed sale of assets pursuant attributable to the Elections, and (BSeller under Section 4(g) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) reasonable and documented out-of-pocket costs and expenses incurred in connection with, arising out of, or resulting from any liability Taxes described in clause (i) or (ii). Notwithstanding the foregoing, Seller shall not be responsible for and shall not indemnify and hold the Purchasers or any of their Affiliates harmless from or against any Taxes (y) taken into account in computing Final Closing Net Working Capital or (z) for which either OpCo Purchaser or PropCo Purchaser is responsible under Section 18(a)(ii), other than Taxes resulting from a breach of a representation or warranty set forth in Section 15(s)(ix). ii. OpCo Purchaser shall be responsible for, and shall indemnify and hold the Seller harmless from and against (without duplication) (A) any Taxes attributable to or imposed upon on the OpCo Acquired Companies and their respective Affiliates, OpCo Purchaser and its Affiliates, and the OpCo Acquired Assets, in each case, with respect to any taxable period which begins after the Closing Date or the portion of any Straddle Period beginning after the Closing Date (a “Post-Closing Tax Period”), (B) Transfer Taxes attributable to OpCo Purchaser under Section 4(g), (C) any Taxes directly attributable to an OpCo Purchaser Tax Act and (D) reasonable and documented out-of-pocket costs and expenses incurred in connection with, arising out of, or resulting from any Taxes described in clauses (A) through (C). PropCo Purchaser shall be responsible for, and shall indemnify and hold the Seller harmless from and against (without duplication) (w) any Taxes attributable to or imposed on the PropCo Acquired Companies and their respective Affiliates, PropCo Purchaser and its Affiliates, and the Transferred Real Estate Assets, in each case, with respect to any Post-Closing Tax Period, (x) Transfer Taxes attributable to PropCo Purchaser under Section 4(g), (y) any Taxes directly attributable to a PropCo Purchaser Tax Act and (z) reasonable and documented out-of-pocket costs and expenses incurred in connection with, arising out of, or resulting from any Taxes described in clauses (w) through (y). iii. Whenever in accordance with this Section 18(a), Seller shall be required to pay either of the Companies Purchaser an amount pursuant to Treasury Regulation section 1.1502-6 as a result Section 18(a)(i) or either Purchaser shall be required to pay Seller an amount pursuant to Section 18(a)(ii), such payments shall be made by the later of being a member of thirty (30) days after such payments are requested or ten (10) days before the affiliated group, within requesting party is required to pay the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersrelated Tax liability. 12.4.2 iv. Notwithstanding anything in this Agreement to the contrary, Seller’s and the Purchaser Purchasers’ obligations under this Section 18(a) shall indemnify Boise Cascade and its affiliates and hold them harmless from and against survive the Closing until one (i1) any liability for Taxes month following the expiration of the Companies or otherwise relating statute of limitations applicable to the Assets or Business for any taxable period ending after collection of the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes Tax that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofof such obligations. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) From and after the Closing Date, the Seller shall be responsible for, shall pay or cause to the contrary and except as provided in Section 5.1.1, 12.3be paid, and 12.4.2 hereofshall indemnify, Boise Cascade shall indemnify defend and hold harmless the Purchaser and its affiliates the Company and hold them harmless from reimburse the Purchaser and against (i) the Company for all Taxes to the extent that such Taxes have not been paid; provided, however, that the Seller shall have no obligation to pay, indemnify or reimburse the Purchaser for any liability for Taxes amounts that the Purchaser pays without the prior approval of the Companies Seller (or otherwise independent accounting firm determination, as the case may be, pursuant to Section 11.03(b)). (b) For purposes of this Section 11.01, in order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the Assets or Business parties hereto shall, to the extent permitted under applicable law, elect with the relevant Tax authority to treat for all purposes the Closing Date or July 29, 2001, as the case may be, as the last day of the taxable periods year or period of the Company. In any case where applicable law does not permit the Company to treat the Closing Date or July 29, 2001, as the case may be, as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of the Interim Period ending on or before the Closing date and for Date or July 29, 2001, as the Pre-Closing Periodcase may be, (ii) any liability for Taxes which result from (A) the shall be deemed sale of assets pursuant equal to the Electionsamount that would be payable if the taxable year or period ended on the Closing Date or July 29, 2001, as the case may be. (c) Subject to Section 11.06 and the limitations contained in Section 11.03(b), payment of any amount by the Seller under this Section shall be made within ten (B10) days following written notice by the deemed sale Purchaser or the Company that it is required to pay such amounts to the appropriate Tax authority; provided, however, that the Seller shall not be required to make any payment to the Purchaser hereunder earlier than five (5) Business Days before it is due to the appropriate Tax authority. (d) All matters relating in any manner to Tax indemnification obligations and payments shall be governed exclusively by this Article XI. (e) Notwithstanding any other provision of assets pursuant this Agreement, the Seller shall have no obligation to pay, indemnify or reimburse the Purchaser or any comparable elections under state or local tax laws and (iii) other person for any liability for Taxes imposed upon either of to the Companies pursuant to Treasury Regulation section 1.1502-6 extent that such Taxes arise as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything transactions contemplated in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made being structured as a merger pursuant to Section 4.3 hereof. 12.4.3 In 2.06 of this Agreement. For the case purposes of this Section 11.01(e), "Taxes" shall mean all federal, state, local and foreign income, property, sales, excise and other taxes, tariffs or governmental charges of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codenature whatsoever.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Subject to the contrary limitations set forth in Article VIII, each of GPD and except as provided in Section 5.1.1851, 12.3jointly and severally, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser Companies, the Buyer and its affiliates their Affiliates and hold them harmless from and against Losses resulting from or attributable to (i) all Taxes (or the non-payment thereof) of any liability for Taxes of the Companies or otherwise relating to the Assets or Business Company for all taxable Taxable periods ending on or before the Closing date Time 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, ”); and (ii) any liability for and all Taxes which result from (A) of any Person imposed on the deemed sale of assets pursuant to the ElectionsCompany as a transferee or successor, and (B) the deemed sale of assets by Contract or pursuant to any comparable elections under state law, rule, or local tax laws and (iii) any liability for regulation, which Taxes imposed upon either relate to an event or transaction occurring before the Closing Time; provided, however, that in the case of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against clause (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except ), GPD and 851 shall be liable only to the extent that such taxable period began before Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing date, Balance Sheet (rather than in which any notes thereto) and taking into account any adjustments of the Final Purchase Price relating to Working Capital pursuant to Section 2.3(d). This Section 9.1 shall survive until the date 90 days after the expiration of the statute or period of limitations (including any extension of such statute or period of limitations) applicable thereto. GPD and 851 shall pay the Buyer for any Taxes that are the responsibility of GPD and 851 pursuant to this Section 9.1 at least ten (10) Business Days prior to payment of such amounts by the Buyer or any Company. (b) In the case the Purchaser's indemnity will cover only that portion of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, sales, supplies or receipts for the PreClosing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Taxable period of any partnership or other pass-through entity shall be deemed to terminate at such time) and the amount of other Taxes that is not attributable for a Straddle Period which relates to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Tax Period shall be accrued 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 Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade Date and the Purchaser denominator of which is the number of days in accordance with the principles under section 164(d) of the Codesuch Straddle Period.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) The Founding Shareholders agree, solidarily, to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and the Buyer Indemnified Parties against any Losses incurred or paid by a Buyer Indemnified Party, which arise as a result of (i) any liability for any Taxes of imposed on the Companies Company pursuant to federal, state, local or otherwise relating foreign law attributable to the Assets or Business for all taxable any periods ending on or before the Closing date and for of the Pre-Closing PeriodClosing, (ii) with respect to any liability for Straddle Period, the portion of Taxes payable by or assessed against the Company which result from (A) are properly allocable to the deemed sale part of assets such Straddle Period ending on the date of the Closing, pursuant to the Elections, and (BSection 9.4(b) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either breach of the Companies representations or warranties made by the Company and the Founding Shareholders in Section 2.11 (all such Losses being "TAX LOSSES"). Any indemnity payments to or from the Shareholders or to or from the Buyer pursuant to Treasury Regulation section 1.1502-6 this Agreement, whether under this Section 9.4 or otherwise, shall be treated by the Buyer and the Shareholders as a result 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 being a member this Agreement. (b) For purposes of this Section 9.4, with respect to any taxable year or period beginning before and ending after the date of the affiliated groupClosing (a "STRADDLE PERIOD"), within an allocation of Taxes shall be made to the meaning part of section 1504 such Straddle Period which ends on the date of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against Closing based on (i) any liability for Taxes the closing of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing datebooks method, in which the case the Purchaser's indemnity will cover only that portion of income or any such Taxes that is not attributable to the Pre-Closing Period) and similar Taxes, (ii) any liability for real the number of days elapsed between the beginning of such Straddle Period to and personal property Taxes accrued on including the Final date of the Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of any Straddle Periodproperty Taxes, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (iiiii) real when the relevant transaction occurs, in the case of sales and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codegross receipts Taxes.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Chase hereby indemnifies Sunburst and the Trust against and agrees to hold each of them harmless from any (x) Tax of Sunburst for all periods through and including the Closing Date, (y) Taxes of any Person or entity other than Sunburst, and (z) any damages arising out of or incident to the contrary imposition, assessment or assertion of any such Tax, including those incurred in the contest in good faith of appropriate proceedings for the imposition, assessment or assertion of any such Tax (a “Loss”). (b) For purposes of this Section and except as provided Section 9.5, in Section 5.1.1the 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, 12.3the 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, 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 12.4.2 hereof(y) in the case of any tax based upon or related to income, Boise Cascade be deemed equal to the amount which would be payable if the relevant taxable period ended at the end of 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 Sunburst. (c) Upon payment by the Trust, any of its affiliates or, effective upon the Closing, Sunburst of any Loss, Chase shall discharge its obligation to indemnify Sunburst or the Purchaser and Trust against such Loss by paying to Sunburst or the Trust an amount equal to the amount of such Loss. Any such payment shall be an adjustment to the purchase price for the Sunburst Shares. (d) Any payment pursuant to this Section 9.6 shall be made not later than 30 days after receipt by Chase of written notice from Sunburst stating that any Loss has been paid by Sunburst or any of its affiliates and hold them harmless the amount thereof and of the indemnity payment requested. Any payment required under this Section and not made when due shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for such day until paid. (e) Sunburst agrees to give prompt notice to Chase of the assertion of any claim, or the commencement of any suite, action or proceeding in respect of which indemnity may be sought hereunder and against of any Loss, which the Trust deems to be within the ambit of this Section 9.6 (specifying with reasonable particularity the basis therefor) and will give Chase such information with respect thereto as Chase may reasonably request. Chase may, at its own expense, (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Periodparticipate in and, (ii) any liability for except in the case of a claim that relates to Taxes which result from (A) the deemed sale of assets pursuant described in Section 9.5(b), upon notice to the ElectionsTrust, and (B) assume the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion defense of any such Taxes suit, action or proceeding; provided that (x) Chase’s counsel is not attributable reasonably satisfactory to the Pre-Closing PeriodTrust, (y) Chase shall thereafter consult with the Trust upon the Trust’s reasonable request for such consultation from time to time with respect to such suit, action or proceeding and (iiz) any liability for real and personal property Taxes accrued on Chase shall not, without the Final Closing Statement subject Trust’s consent, agree to any adjustment made pursuant settlement with respect to Section 4.3 hereof. 12.4.3 In any tax if such settlement could adversely affect the case past, present or future tax liability of the Trust, any Straddle Periodof its affiliates or, upon the Closing, Sunburst. If Chase assumes such defense, the determination Trust 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 Chase. Chase shall be liable for the fees and expenses of counsel employed by the Trust for any period during which Chase has not assumed the defense thereof. Whether or not Chase chooses to defend or prosecute any claim, all of the liability for Taxes for parties hereto shall cooperate in the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codedefense or prosecution thereof.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) From and after the contrary Closing, each of Seller and except as provided in Section 5.1.1Parent, 12.3jointly and severally, shall indemnify, save and 12.4.2 hereof, Boise Cascade shall indemnify hold harmless the Purchaser and its affiliates and hold them harmless from and against (i) any all liability for U.S. federal Income Taxes or Significant Non-Federal Income Taxes of the Companies or otherwise relating to Acquired Company and the Assets or Business Subsidiaries for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, Tax Periods and (ii) any liability for Taxes which result and all Damages arising out of, resulting from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant or incident to any comparable elections under state or local tax laws and (iii) breach by the Seller of any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are memberscovenant contained in Section 5.10. 12.4.2 Notwithstanding anything in this Agreement to (b) From and after the contraryClosing, the Purchaser shall indemnify Boise Cascade and its affiliates indemnify, save and hold them harmless the Seller Indemnified Parties from and against (i) any all liability for U.S. federal Income Taxes or Significant Non-Federal Income Taxes of the Companies or otherwise relating to Acquired Company and the Assets or Business Subsidiaries for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the PrePost-Closing Period) Tax Period and (ii) any liability for real and personal property Taxes accrued on all Damages arising out of, resulting from or incident to the Final Closing Statement subject to breach by Purchaser of any adjustment made pursuant to covenant contained in Section 4.3 hereof5.10. 12.4.3 (c) In the case of any Straddle Period, the determination Income Taxes of the liability Acquired Company and the Subsidiaries for any Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (d) If an audit, investigation, claim, litigation or other proceeding is initiated by any Governmental Authority with respect to Taxes, which might result in an indemnity payment to a party pursuant to this Article VIII (a "Tax Proceeding"), the notice provisions set forth in Section 8.04(a) shall apply. (e) With respect to any Tax Proceeding relating to a Tax Period ending on or prior to the Closing Date, each of Seller and Parent shall, upon written notification to Purchaser, control and have the right to settle all proceedings and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel) at its own expense. Seller, Parent and Purchaser shall jointly control all Tax Proceedings relating to Taxes of the Acquired Company and the Subsidiaries for a Straddle Period, and neither Seller, Parent nor Purchaser shall have the right to settle any such proceeding without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Purchaser shall control at its own expense and have the right to settle all Tax Proceedings relating to a tax period beginning after the Closing Date. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Proceeding which it is entitled to control or jointly control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding. Notwithstanding the foregoing, neither party will settle any Tax Proceeding which would materially increase the other party's taxable income without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (f) Each of Seller's and Parent's indemnity obligation in respect of Taxes for a Pre-Closing Tax Period shall initially be effected by their payment to Purchaser of the excess of: (i) any such Taxes for a Pre-Closing Tax Period (as may be evidenced by any Tax Return prepared by Purchaser in accordance with Section 5.10(a) or as otherwise indicated in a written notice prepared by Purchaser) over (ii) the amount of such Taxes paid by Seller or any of their Affiliates (other than the Acquired Company and the Subsidiaries) at any time plus the amount of such Taxes paid by the Acquired Company and the Subsidiaries on or prior to the Closing Date. Seller or Parent shall pay such excess to Purchaser within ten (10) days after written demand is made by Purchaser (but not earlier than five (5) days before the date on which Taxes for the relevant Tax Period are required to be paid to the relevant Governmental Authority). If the amount of any such Taxes paid by Seller or Parent any of their Affiliates (other than the Acquired Company and the Subsidiaries) at any time plus the amount of such Taxes paid by the Acquired Company and the Subsidiaries on or prior to the Closing Date exceeds the amount of such Taxes for the Pre-Closing Period Tax Period, Purchaser shall pay to Seller the amount of such excess within ten (10) days after the Tax Return with respect to the final liability for such Taxes is required to be accrued on filed with the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included relevant Governmental Authority. In the Closing datecase of a Tax that is contested in accordance with the provisions of Section 8.03(e), except that payment of the Tax to the appropriate Governmental Authority shall not be considered to be due until the earlier of (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period date on a per diem basis which the Tax is paid by the party controlling the Tax Proceeding and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with date a final determination to such effect is made by the principles under section 164(d) of the Codeappropriate Governmental Authority or court.

Tax Indemnification. 12.4.1 (a) Each Shareholder, severally and not jointly in accordance with his, her or its Pro Rata Portion, shall indemnify and hold harmless each of the Indemnified Parties from any Covered Tax (other than Employer taxes arising under FICA), and 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 Covered Tax (together, a “Tax Loss”); provided that the foregoing indemnification obligation shall not apply with respect to any Tax Loss to the extent such Tax Loss is a Special Tax Item and was reflected in the calculation of the Adjusted Closing Working Capital Amount. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, each Shareholder shall only be liable up to the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes aggregate amount of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that aggregate portion of any the Merger Consideration payable to such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made Shareholder pursuant to Article 2 for indemnifiable Tax Losses in respect of this Section 4.3 hereof7.03. 12.4.3 In (b) For purposes of the determination of the Covered Tax described in Clause (A) of the definition thereof in respect of a Straddle Period, (x) in the case of any Straddle PeriodTaxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, the determination definition of Covered Tax shall be deemed to include the liability for Taxes amount of such Tax for the Pre-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 Period 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 any gross receipts, sales or use Tax, the definition of Covered Tax shall be accrued on deemed to include the Final Closing Statement on an interim-closing-of-the-books basis as amount that would be payable if such taxable the relevant Tax period ended on and included the Closing dateDate. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company and its Subsidiaries. In this connection, except that if an election is made under Section 338 of the Code with respect to the transaction contemplated by this Agreement, the income resulting therefrom shall not be taken into account in determining the amount of income to be allocated in the foregoing clause (y) to the period ended on or including the Closing Date. (c) Parent agrees to give prompt notice to Shareholder Representative of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder (any such suit, action or proceeding, a “Tax Contest”), specifying with reasonable particularity the basis therefor, and will give Shareholder Representative such information with respect thereto as Shareholder Representative may reasonably request. Shareholder Representative shall, at its election, have the right to control (at Shareholder Representative’s expense) the Tax Contest to the extent the Tax Contest relates solely (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis Tax Periods and (ii) real to a Tax matter that the Shareholders agree is entirely subject to indemnification pursuant to this Section 7.03, provided, however that Shareholder Representative shall keep Parent informed regarding such Tax Contest on a timely basis, shall consult with Parent in advance of filings, discussions, and personal property Taxes meetings, shall afford Parent the opportunity to review any submissions and provide Parent with final copies of such submissions and shall allow Parent, at its expense, to participate in any such Tax Contest (including in any meetings with a Taxing Authority or other proceedings) and provided further, that Shareholder Representative shall not agree to any settlement or other disposition of any such Tax Contest without Parent’s prior written consent, which consent shall not be apportioned between Boise Cascade and unreasonably withheld. In all other instances, Parent shall conduct the Purchaser defense of any Tax Contest, but Parent shall not, without Shareholder Representative’s consent, which consent shall not be unreasonably withheld, agree to any settlement or other disposition with respect to any Tax for which the Shareholders are responsible pursuant to this Section 7.03. Failure to notify the Shareholder Representative of a Tax Contest or to allow the Shareholder Representative to control a Tax Contest in accordance with this Section 7.03(c) shall not relieve any Shareholder of its obligations under this Section 7.03 except to the principles extent such Shareholder’s liability under section 164(d) this Section 7.03 is actually and materially adversely affected as a result thereof. All of the Codeparties hereto shall cooperate in the defense or prosecution of any claim. The Shareholders shall discharge their obligation to indemnify the Indemnified Party against any Tax Loss that results from the resolution of any such Tax Contest by (i) if the Indemnity Holdback has not been fully exhausted or disbursed, allowing Parent to deduct from the Indemnity Holdback the amount of such Tax Loss and (ii) to the extent the Indemnity Holdback has been exhausted or disbursed, paying to the applicable Indemnified Party an amount equal to the remaining amount of such Tax Loss. (d) Notwithstanding the foregoing, if Parent is required under Applicable Law to pay an amount to a Taxing Authority that would constitute a Tax Loss in connection with but prior to the resolution of a suit, action or proceeding described in Section 7.03(c), the Shareholders shall discharge their obligation to indemnify Parent against such Tax Loss by making payments (or causing deduction to be made from the Indemnity Holdback) to Parent within 30 days of receipt of notice of the payment by Parent and Parent at the request of the Shareholder Representative, and at the Shareholder Representative’s cost and expense, shall commence a claim or action for refund where required to protect the Shareholders’ right to contest liability for a Tax Loss. In the event that Parent receives a partial or total refund of any such payment, Parent shall transfer that amount to Shareholder Representative or the Indemnity Holdback (if such Indemnity Holdback has not been finally released pursuant to its terms). (e) Notwithstanding anything to the contrary in this Agreement, in no event will any Shareholder have any obligation to indemnify any Indemnified Party pursuant to this Article 7 for any Tax Losses related to or arising from either the amount, value or condition of any Tax Asset of the Company or any of its Subsidiaries, or the ability of Parent or the Surviving Corporation to utilize any such Tax Asset for any Post-Closing Tax Period. (f) Notwithstanding any other provisions contained elsewhere in this Agreement, including Section 9.02 (other than Section 9.02(d)), this Section 7.03 shall govern all indemnification claims with respect to Taxes. Any payment required to be made by the Shareholders to any Indemnified Party pursuant to Section 7.03 shall be paid to such Indemnified Party first from the Indemnity Holdback, and after such time that the Indemnity Holdback has been fully exhausted or disbursed, directly by the Shareholders. (g) Neither Parent, the Surviving Corporation nor any of their respective Subsidiaries shall amend any Tax Return filed on or before the Closing Date without the written consent of the Shareholder Representative, which consent shall not be unreasonably withheld or delayed.. (h) Any claim of any Indemnified Party under this Section 7.03 may be made and enforced by Parent on behalf of such Indemnified Party.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Seller hereby indemnifies each Buyer Indemnified Party against and agrees to hold each Buyer Indemnified Party harmless from any Covered Tax and any Damages arising out of or incident to the contrary and except as provided in Section 5.1.1imposition, 12.3assessment or assertion of any Covered Tax (together, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against a “Tax Loss”). (ib) any liability for Taxes For purposes of the Companies or otherwise relating to determination of the Assets or Business for all taxable periods ending on or before Covered Tax described in Clause (A) of the Closing date and for the Pre-Closing definition thereof in respect of a Straddle Tax Period, (iix) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle PeriodTaxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, the determination definition of Covered Tax shall be deemed to include the liability for Taxes amount of such Tax for the Pre-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 Period 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 (which, for the avoidance of doubt, includes capital gains) and any gross receipts, sales or use Tax, the definition of Covered Tax shall be accrued on deemed to include the Final Closing Statement on an interim-closing-of-the-books basis as amount that would be payable if such taxable the relevant Tax period ended on and included the Closing dateDate. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company and its Subsidiaries. (c) Buyer agrees to give prompt notice to Seller of any Tax Loss or the assertion of any claim, except or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder that Buyer deems to be within the ambit of this Section 8.03 (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, (xviii) participate in and (xix) with respect to any suits, actions or proceedings (including Tax audits) that relate solely to Pre-Closing Tax Periods, assume the defense of any such suit, action or proceeding (including any Tax audit); provided that (A) Seller shall have furnished Buyer with evidence that Seller has adequate resources to defend such suit, action or proceeding and fulfill its indemnity obligations hereunder, (B) 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 (C) Seller shall not, without Buyer’s consent, which consent shall not be withheld unreasonably, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Buyer or any of its Affiliates. 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 Seller shall not assert that the Tax Loss, or any portion thereof, with respect to which Buyer seeks indemnification is not subject to indemnification. Buyer shall not settle any suit, action or proceeding in respect of which indemnity may be sought hereunder without the consent of Seller, which consent shall not be withheld unreasonably. Seller shall pay the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense of a suit, action or proceeding (including any Tax audits) that relate solely to Pre-Closing Tax Periods or covered Taxes. Whether or not Seller chooses to defend or prosecute any claim, each party shall cooperate, and cause their respective Affiliates to cooperate in the defense or prosecution thereof. (d) Seller shall not be liable under this Section 8.03 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 8.03(c) to the extent Seller’s liability under this Section 8.03 is adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Seller of any liability hereunder. (e) Any claim of any Buyer Indemnified Party under this Section 8.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Party. (f) Except to the extent resulting from the carryback of any Tax Asset arising in Post-Closing Tax Period, if Buyer, the Company or any of the Company’s Subsidiaries receives any refund of, or any amount credited against, any Tax that relates to a Pre Closing Tax Period, Buyer shall (A) in the case of a refund, pay Seller the amount of any such refund, reduced by any net Tax required under Applicable Law to be paid by Buyer, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates with respect thereto and net of any Tax effect on Buyer, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates attributable to the reduction in any Tax Asset as a result of the receipt of such refund (other than any Tax Asset of the Company or any of the Company’s Subsidiaries that arose in a Pre-Closing Tax Period), and (B) in the case of a credit, pay to Seller at such time or times as such credit is actually utilized, the excess of (I) the amount of Taxes that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by Buyer, the Company or any of the Company’s Subsidiaries in the absence of such credit over (II) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability that would have been receivable) by Buyer, the Company or any of the Company’s Subsidiaries. Buyer shall take such steps as may be reasonably available to secure any refund or credit (i) all standard deductions, exemptions, allowances set forth on Schedule 8.03(f) or (ii) if Seller has notified Buyer of the availability of such refund or credit and other similar items Buyer reasonably determines that such refund or credit is allowable. (g) Any indemnification obligation pursuant to this Article 8 shall be apportioned to satisfied as follows: (i) first, by a reduction in the Pre-Closing Period on a per diem basis outstanding amount of the Term Loan by the full amount of such indemnification obligation and (ii) real and personal property Taxes shall second, by recourse directly against the Seller to the extent such indemnification obligation cannot be apportioned between Boise Cascade and satisfied by the Purchaser in accordance with the principles under section 164(d) outstanding amount of the CodeTerm Loan (giving effect to all other indemnification obligations of Seller outstanding at such time).

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) After the contrary and except as provided in Section 5.1.1Closing Date, 12.3, and 12.4.2 hereof, Boise Cascade Seller shall indemnify the Purchaser and its affiliates and hold them harmless Purchaser from and against any and all claims, actions, causes of action, liabilities, Losses, damages and reasonable out-of-pocket expenses and costs resulting from, arising out of or relating to: (i) any liability for all Taxes of the Companies Seller or otherwise relating of any Affiliate of Seller whenever imposed, to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, extent that such Taxes are not included as Assumed Liabilities; (ii) all Taxes or Tax liability related to the Acquired Assets or the Business for (x) any taxable period ending prior to the Closing Date and (y) for that portion of any taxable period that includes the Closing Date that ends on the Closing Date in an amount equal to the tax liability for that would have resulted had the Closing Date been last day of the period and had the Seller's books been closed on such date, other than in the case of (x) and (y) Taxes taken into account as liabilities in the computation of Net Working Capital. With respect to any taxable period that includes the Closing Date, Taxes which result from (A) the deemed sale of assets pursuant cannot be directly attributed to the Elections, period ending on the Closing Date or the period commencing after the Closing Date will be allocated pro rata per day between the period ending on the Closing Date and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and period commencing after the Closing Date; and (iii) any liability for Taxes imposed upon either incurred in connection with the transactions contemplated by this Agreement. (b) Seller shall pay all sales, use, transfer, real property transfer, recording, gains, stock transfer and other similar taxes and fees, arising out of or in connection with the Companies transactions effected pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contraryand shall, the Purchaser shall jointly and severally, indemnify Boise Cascade and its affiliates and hold them harmless Purchaser from and against (i) any liability for Taxes and all claims, actions, causes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing dateaction, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) liabilities, Losses, damages and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closingreasonable out-of-the-books basis as if pocket expenses and costs resulting from, arising out of or relation to such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the CodeTaxes.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary Parent and except as provided in Section 5.1.1Seller shall, 12.3jointly and severally, and 12.4.2 hereofindemnify, Boise Cascade shall indemnify the Purchaser and its affiliates save and hold them the Buyer Indemnified Persons harmless from and against any and all Losses incurred in connection with, arising out of, resulting from or incident to (i) any liability for Taxes of any of the Companies Company and the Company Subsidiaries with respect to any Tax year or otherwise relating to the Assets or Business for all taxable periods portion thereof ending on or before the Closing date Date (or for any Tax year beginning before and for ending after the Pre-Closing PeriodDate, to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), (ii) the unpaid Taxes of any liability for Taxes which result from Person (Aother than any of the Companies and the Company Subsidiaries) the deemed sale under Treasury Regulations Section 1.1502-6 (or any similar provision of assets pursuant to the Electionsstate, and (B) the deemed sale of assets pursuant to any comparable elections under state local or local tax laws foreign law), as a transferee or successor, by contract, or otherwise, and (iii) any breach of the representations and warranties set forth in Section 3.18; provided that neither Parent nor Seller shall have any liability for the payment of a Loss in respect of Taxes imposed upon either under this Section 5.4(a) to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheets included with the Audited Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Companies pursuant to Treasury Regulation section 1.1502-6 as and the Company Subsidiaries in filing their Tax Returns, unless such Taxes are part of a result reserve for Taxes which is excluded from the calculation of being a member Working Capital Liabilities. For purposes of the affiliated grouppreceding sentence, within in the meaning case of section 1504 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 (a “Straddle Period”), the portion of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement such Tax that relates to the contrary, portion of such Straddle Period ending on the Purchaser Closing Date shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) in the case of any liability Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for Taxes the entire Straddle Period multiplied by a fraction the numerator of which is the Companies or otherwise relating to number of days in the Assets or Business for any taxable period Straddle Period ending after on the Closing date (except to Date and the extent such taxable period began before denominator of which is the Closing datenumber of days in the entire Straddle Period, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of any Straddle PeriodTax based upon or related to income or receipts, be deemed equal to the determination of amount which would by payable if the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable relevant Tax period ended on and included the Closing dateDate, except provided, that (i) all standard deductions, exemptions, allowances and other similar items for purposes of this sentence any transactions occurring in the ordinary course of business on the Closing Date after the Closing shall be apportioned to treated as having occurred on the Pre-day after the Closing Period on a per diem basis and (ii) real and personal property Taxes Date. For purposes of this Section 5.4(a), the provisions of Section 8.4 shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codeapply.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1The Target Shareholders shall indemnify, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates save ------------------- and hold them harmless Parent (and each of its Affiliates, successors and assigns) from and against (a) all Taxes imposed on Target or for which Target or the Surviving Corporation is liable with respect to all periods ending on or prior to the Closing Date; and (b) any costs or expenses with respect to the Taxes indemnified hereunder. Notwithstanding the foregoing, no indemnification obligation shall arise under this Section 10.4 to the extent that such Taxes are ------------ (i) reflected in the reserve for Tax liability (rather than any liability reserve for Taxes deferred taxes established to reflect timing differences between book and Tax income) shown in the Reference Balance Sheet or used in the computation of Net Working Capital, (ii) incurred in the Ordinary Course of Business consistent with past practice since March 31, 2001, or (iii) incurred as a result of the Companies transactions contemplated by this Agreement; provided, however, that this clause (iii) shall not apply to any Taxes incurred as a result of any action or otherwise relating inaction taken by the Target Shareholders that is not specifically contemplated by this Agreement. For purposes of this Section 10.4, Taxes shall ------------ include the amount of Taxes which would have been paid but for the application of any credit or net operating or capital loss deduction attributable to any period (or portion thereof) ending after the Closing Date, but shall not include amounts which would have been paid without regard to the Assets application of any credit or Business for all taxable periods net operating or capital loss deductions attributable to any period (or portion thereof) ending on or before the Closing date Date. The indemnification provisions of this Section 10.4 shall not be subject to the limits on indemnification set forth in Section 10.2. The indemnification provisions of ------------ this Section 10.4 shall constitute the sole and exclusive remedy of an ------------ Indemnified Party for Damages which consist of a Tax Liability of Target or the Surviving Corporation for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after through the Closing date (except to the extent such taxable period began before the Closing dateDate that arise from any inaccuracy, in which case the Purchaser's indemnity will cover only that portion untruth, incompleteness or other breach of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment representation or warranty or covenant contained in or made pursuant to Section 4.3 hereof. 12.4.3 In this Agreement by Target or the case of Target Shareholders or contained in any Straddle Period, certificates delivered at the determination Closing in connection with or related to the consummation of the liability for Taxes for the Pre-Closing Period transactions contemplated by this Agreement, so that no duplicate recovery by such Indemnified Party shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned occur with respect to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the CodeTaxes.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement Subsequent to the contrary Closing, the Shareholders shall, jointly and except as provided in Section 5.1.1severally, 12.3indemnify, defend, save and hold the Parent, the Acquiror, and 12.4.2 hereofthe Target (and each of their respective Affiliates, Boise Cascade shall indemnify the Purchaser successors and its affiliates and hold them assigns) harmless from and against (i) any liability for and all Taxes of the Companies Target with respect to any Tax year or otherwise relating to the Assets or Business for all taxable periods portion thereof ending on or before the Closing date Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), except to the extent that such Taxes are reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Pre-face of the Unaudited Closing Period, Balance Sheet and (ii) the unpaid Taxes of any liability for Taxes which result from Person (Aother than the Target) the deemed sale under Treasury Regulations Section 1.1502-6 (or any similar provision of assets pursuant to the Electionsstate, and (B) the deemed sale of assets pursuant to any comparable elections under state local or local tax laws foreign law), as a transferee or successor, by contract, or otherwise, and (iii) any liability for Taxes imposed upon either and all Damages incurred in connection with, arising out of, resulting from, or incident to any of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of Taxes described in the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against foregoing clauses (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) ); provided, however, that this Section 10.3 shall be the exclusive remedy for indemnification for any liability of the Taxes described in this Section 10.3, and provided, however, that indemnification for real and personal property any of the Taxes accrued on the Final Closing Statement described in this Section 10.3 shall not be subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the Threshold. For purposes of the preceding sentence, in the case of any Straddle PeriodTaxes 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 determination portion of such Tax that relates to the liability for Taxes for the Pre-Closing Period shall be accrued portion of such Tax period ending on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that Date shall (i) all standard deductionsin the case of any Taxes other than Taxes based upon or related to income or receipts, exemptionsbe deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall in the case of any Tax based upon or related to income or receipts, be apportioned between Boise Cascade and deemed equal to the Purchaser in accordance with amount which would be payable if the principles under section 164(d) of relevant Tax period ended on the CodeClosing Date.

Tax Indemnification. 12.4.1 Notwithstanding anything in Subject to Section 13.03, from and after the Closing Date, the Sellers, jointly and severally (for purposes of this Agreement Article XI only, the "Tax Indemnifying Parties"), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Purchasers and the Company and reimburse the Purchasers and the Company for the following Taxes, to the contrary extent that such Taxes have not been paid as of the Closing Date and except as provided are not reflected in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against determination of Working Capital: (i) any liability for all Taxes imposed on the Company or the Purchasers as a result of becoming a partner of the Companies Company with respect to any taxable year or otherwise relating to the Assets or Business for all taxable periods period ending on or before the Closing date Date; (ii) with respect to taxable years or periods beginning before the Closing Date and for ending after the Closing Date, all Taxes imposed on the Company or the Purchasers as a result of becoming a partner of the Company, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing PeriodPeriods"); and (iii) without duplication, (ii) any liability for Taxes which result resulting from (A) a breach of the deemed sale representations and warranties in Section 3.21; provided, however, that the Tax Indemnifying Parties shall have no obligation to pay, indemnify, defend or hold harmless the Purchasers or the Company for any Taxes taken into account in calculating the Gondola Taxes and Penalties or the Capital Lease Taxes and Penalties. For purposes of assets pursuant this Section 11.01, in order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the Electionsextent permitted under applicable law, and (B) elect with the deemed sale of assets pursuant relevant Tax authority to any comparable elections under state or local tax laws and (iii) any liability treat for Taxes imposed upon either all purposes the Closing Date as the last day of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member taxable year or period of the affiliated group, within Company. In any case where applicable law does not permit the meaning of section 1504 Company to treat the Closing Date as the last day of the Codetaxable year or period, then, in each such case, the portion of which the Boise Cascade and Oxford any Taxes that are members. 12.4.2 Notwithstanding anything in this Agreement allocable to the contrary, portion of the Purchaser Interim Period ending on the Closing Date shall indemnify Boise Cascade and its affiliates and hold them harmless from and against be: (i) any liability for in the case of Taxes of the Companies that are based upon or otherwise relating related to income or receipts, deemed equal to the Assets amount that would be payable if the taxable year or Business for any taxable period ending after ended on the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) Date; and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of any Straddle PeriodTaxes not described in subparagraph (i) above that are imposed on a periodic basis, deemed to be the determination amount of the liability for such Taxes for the Pre-entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Interim Period ending on the Closing Period Date and the denominator of which is the number of calendar days in the entire relevant period. Subject to Section 11.05 and the limitations contained in Section 11.03(b), payment of any amount by the Tax Indemnifying Parties under this Section shall be accrued on made within ten (10) days following written notice by any Purchaser or the Final Closing Statement on an interim-closing-of-the-books basis as if Company to ASC that the Tax Indemnifying Parties are required to pay such taxable period ended on amounts to the appropriate Tax authority; provided, however, that the Tax Indemnifying Parties shall not be required to make any payment to any Purchaser or the Company hereunder earlier than five (5) Business Days before it is due to the appropriate Tax authority. All matters relating in any manner to Tax indemnification obligations and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items payments shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codegoverned exclusively by this Article XI.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) The Parent’s Indemnified Persons shall be entitled to the contrary be defended against, indemnified for and except as provided in Section 5.1.1, 12.3against, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them held harmless from and against (i) any all liability for Taxes of the Companies Company and any Company Group for any Pre-Closing Tax Period, (ii) all liability (as a result of Treasury Regulation 1.1502-6(a) or otherwise relating to the Assets otherwise) for Taxes of any Person resulting from an agreement entered into or Business for all taxable periods ending affiliation or membership in a Tax group of such Person on or before the Closing date Date with the Company, (iii) any breach of a representation, warranty or covenant contained in Sections 3.13 or 7.1; (iv) all liability for reasonable legal fees and expenses for any item attributable to any item in clause (i), (ii) or (iii) above. (b) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant Tax Period shall be equal to the Electionsamount of such Property Taxes for the entire Straddle Period multiplied by a fraction, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, numerator of which is the Boise Cascade and Oxford number of days during the Straddle Period that are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period) and ; and (ii) any liability the Taxes of the Company (other than Property Taxes) for real and personal property Taxes accrued the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofDate. 12.4.3 In (c) After the case Closing Date, Parent shall control any Tax claims relating to the Company. To the extent such Tax claim relates to a Pre-Closing Tax Period, Parent shall be entitled to be indemnified for all reasonable out-of-pocket expenses incurred with respect thereto (including any fees of any Straddle Period, the determination of the liability for attorneys or other advisors). Parent shall not settle or compromise any audit or claim relating to Taxes for the Pre-Closing Tax Period without the prior written consent of the Stockholder Representative, which consent shall not be accrued on unreasonably withheld or delayed. Stockholder Representative shall have the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned right to the participate in any audit or examination of any Tax Claim related to a Pre-Closing Period on a per diem basis and Tax Period. (iid) real and personal property Taxes The liability of the Stockholders with respect to such indemnification pursuant to this Section 10.3 shall be apportioned between Boise Cascade and subject to the Purchaser same limitations set forth in accordance with Section 10.2(b), other than the principles under section 164(d) of the CodeLoss Threshold.

Tax Indemnification. 12.4.1 Notwithstanding anything (a) Seller shall be responsible for, pay or cause to be paid, and shall indemnify Buyer and each of its Subsidiaries and Affiliates (including the 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 Taxes reflected as a liability in this Agreement the Final Working Capital Statement) and (ii) Taxes attributable to any breach by Seller of the covenant in Section 5.01(r); provided that any such liability described in subclause (i) and (ii) shall be calculated by taking into account any net operating loss (or similar tax attribute) or credit available to the contrary and except Business Subsidiaries in such Pre-Closing Tax Period, as provided in Section 5.1.1determined prior to the utilization of any such attributes by Buyer during the Post-Closing Tax Period. (b) Buyer shall be responsible for, 12.3pay or cause to be paid, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser Seller and its affiliates Subsidiaries and Affiliates (other than the Business Subsidiaries) (each a “Seller Tax Indemnitee”) and hold them each Seller Tax Indemnitee harmless from and against any and all (i) any liability for Taxes of or imposed on the Companies Business Subsidiaries or otherwise relating to the Purchased Assets or Business for all taxable periods ending on or before the Closing date and for the Preany Post-Closing PeriodTax Period other than Taxes included in the definition of Excluded Taxes, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant attributable to any comparable elections under state breach by Buyer or local tax laws any of its Affiliates of the covenants in Section 7.07, and (iii) any liability for Taxes imposed upon either of the Companies portion of Transfer Taxes for which Buyer is responsible pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersSection 7.06. 12.4.2 Notwithstanding anything (c) For purposes of this Agreement, in this Agreement to the contrarycase of any Straddle Period of a Business Subsidiary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Property Taxes of the Companies or otherwise relating to the Assets or such Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable Subsidiary allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of 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) any liability for real and personal property Taxes accrued on the Final Closing Statement subject (other than Property Taxes) of such Business Subsidiary allocable to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Tax Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis computed as if such taxable period ended as of the end of the day on and included the Closing dateDate; provided, except that (i) all standard deductions, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and other similar items amortization deductions) shall be apportioned 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. (d) For purposes of this Agreement, in the case of any Straddle Period relating to the Purchased Assets, Property Taxes relating to the Purchased Assets allocable to the Pre-Closing Tax Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade 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 Purchaser denominator of which is the number of calendar days in accordance with the principles under section 164(d) of the Codeentire Straddle Period.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade (a) The Seller shall indemnify the Purchaser Buyer against all Taxes of the Company (except to the extent that the liability for such Taxes is properly reflected as a liability in the Interim Balance Sheet), and its affiliates reasonable out-of-pocket costs and hold them harmless from expenses (including reasonable attorneys’ fees) and against other Damages relating thereto: (i) any liability for Taxes of the Companies or otherwise relating with respect to the Assets or Business for all taxable Taxable periods ending on or before the Closing date Date, and for including Taxes of another Person under Treasury Regulation Section 1.1502-6 (or similar provisions of state, local or foreign laws) and all Taxes resulting from the Pre-Closing Period, Section 338(h)(10) Election described in Section 10.8; (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant with respect to any comparable elections under state Taxable period beginning on or local tax laws before the Closing Date and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except Date, but only with respect to the extent portion of such taxable period began before up to and including the Closing date, Date and in which case the Purchaser's indemnity will cover only that portion amount determined under Section 10.4; or (iii) arising from or relating to a breach of any representation, warranty, covenant or agreement of the Seller contained in this Article 10. The Seller shall pay such amounts within 30 days after receiving a written request from the Buyer containing a detailed statement of the reason for such payment. The Seller shall be entitled to all refunds of Taxes that is not attributable with respect to the Pre-Closing PeriodTaxable periods or portions thereof described in clauses (i) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofabove. 12.4.3 In (b) The Buyer shall indemnify the case of any Straddle Period, the determination Seller against all Taxes of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closingCompany, and reasonable out-of-the-books basis as if such taxable period ended on pocket costs and included the Closing dateexpenses (including reasonable attorneys’ fees) and other Damages relating thereto, except that (i) with respect to all standard deductions, exemptions, allowances and other similar items shall be apportioned to Taxable periods beginning after the Pre-Closing Period on a per diem basis and Date or (ii) real with respect to any Taxable period beginning on or before the Closing Date and personal property Taxes shall be apportioned between Boise Cascade ending after such date, but only with respect to the portion of such period beginning after the Closing Date and in the Purchaser in accordance with the principles amount determined under section 164(d) of the CodeSection 10.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade The Seller shall indemnify the Purchaser and its affiliates Buyer Parties and hold them harmless from and against (i) any liability for all Taxes (or the non-payment thereof) of the Companies or otherwise relating to the Assets or Business Company for all taxable periods ending on or before the Closing date hereof and the portion through the end of the date hereof for any taxable period that includes (but does not end on) the date hereof (each such taxable period, a “Pre-Closing Tax Period”), excluding any such Taxes that constitute Net Overhead Capitalization Tax Cost (which Taxes are the subject of clause (ii) of this Section 8.1(c)), (ii) 50% (fifty percent) of any liability Net Overhead Capitalization Tax Cost, (iii) all Taxes of any member of an Affiliated Group of which the Company (or any predecessor thereof) is or was a member on or prior to the date hereof, (iii) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing, (iv) any and all Taxes for all taxable periods (and the portion of any Straddle Periods) beginning after the date of Closing that are attributable to any breach of the representations set forth in Section 4.10(xiv) (without regard to any disclosures made with respect to such representations to Buyer in the Disclosure Schedules or otherwise), excluding any such Taxes that constitute Net Overhead Capitalization Tax Cost (which result from Taxes are the subject of clause (ii) of this Section 8.1(c)), and (v) any and all employment and payroll Taxes imposed with respect to compensatory payments required to be made in connection with the transactions contemplated hereby, excluding, with respect to any such item, the amount (if any) of such item that was taken into account as Indebtedness or Transaction Expenses as finally determined pursuant to Section 2.3. For the avoidance of doubt and purposes of clarity, (A) the deemed sale fifty percent (50%) portion of assets the Net Overhead Capitalization Tax Cost that is not an indemnification obligation of the Seller pursuant to this Section 8.1(c) shall constitute a cost that is economically borne by the Elections, Buyer through its ownership of the Company following the Closing and (B) the deemed sale a mutually agreed narrative description of assets pursuant to concept of Net Overhead Capitalization Tax Cost is set forth on Schedule 8.1(c). Notwithstanding any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either other provision of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser obligations under this Section 8.1(c) shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of survive indefinitely or until the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing latest date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofpermitted by law. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) After the contrary and except as provided in Section 5.1.1Closing Date, 12.3, and 12.4.2 hereof, Boise Cascade shall Seller will indemnify the Purchaser and its affiliates and hold them harmless Purchaser from and against any and all claims, actions, causes of action, liabilities, losses, damages and reasonable out-of-pocket expenses and costs resulting from, arising out of or relating to (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, Taxes of Seller; (ii) any Taxes of Seller measured by net or gross income (including without limitation, any Tax liability that arises solely by reason of Seller being severally liable for Taxes which result from (A) the deemed sale any Tax of assets pursuant to the Elections, and (B) the deemed sale any current or former Affiliate of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies Seller pursuant to Treasury Regulation section Section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade or any analogous state or local Tax provision) and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for all other Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date Seller except those described in Section 9.03(b); (except to the extent such taxable period began before the Closing date, iii) all Taxes described in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) Section 9.01; and (iiiv) any liability for real and personal property Taxes accrued on the Final Closing Statement subject with respect to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination portion of all Taxes of such Straddle Period relating to periods prior to or on the Closing Date (as further described in Section 9.03(b)). (b) Purchaser will be responsible for, and Purchaser will indemnify and hold Seller harmless against, any and all liabilities with respect to Taxes arising out of the liability ownership of the Transferred Assets for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a tax period that includes (but does not end on) the Pre-Closing Period shall be accrued Date, the portion of such Tax which relates to the portion of such tax period ending on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that Date shall (i) all standard deductionsin the case of any Tax not based upon or related to income or receipts, exemptionsbe deemed the amount of such Tax for the entire tax period multiplied by a fraction the numerator of which is the number of days in the tax period ending on the Closing Date and the denominator of which is the number of days in the entire tax period, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall in the case of any Tax based upon or related to income or receipts, be apportioned between Boise Cascade and deemed the Purchaser in accordance with amount of Tax which would be payable if the principles under section 164(d) of relevant tax period ended on the CodeClosing Date.

Tax Indemnification. 12.4.1 (a) Each Company Stakeholder, severally and not jointly in accordance with his, her or its Pro Rata Portion, shall indemnify and hold harmless each of the Indemnified Parties from any Covered Tax, and 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 Covered Tax (together, a “Tax Loss”). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, each Company Stakeholder shall only be liable up to the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes aggregate amount of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that aggregate portion of any the Merger Consideration actually paid to such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made Company Stakeholder pursuant to Article 2 for indemnifiable Tax Losses in respect of this Section 4.3 hereof7.03. 12.4.3 In (b) For purposes of the determination of the Covered Tax described in Clause (A) of the definition thereof in respect of a Straddle Period, (x) in the case of any Straddle PeriodTaxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, the determination definition of Covered Tax shall be deemed to include the liability for Taxes amount of such Tax for the Pre-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 Period 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 any gross receipts, sales or use Tax, the definition of Covered Tax shall be accrued on deemed to include the Final Closing Statement on an interim-closing-of-the-books basis as amount that would be payable if such taxable the relevant Tax period ended on and included the Closing dateDate. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company. In this connection, except that if an election is made under Section 338 of the Code with respect to the transaction contemplated by this Agreement, the income resulting therefrom shall not be taken into account in determining the amount of income to be allocated in the foregoing clause (y) to the period ended on or including the Closing Date. (c) Parent agrees to give prompt notice to Stakeholder Representative of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder (any such suit, action or proceeding, a “Tax Contest”), specifying with reasonable particularity the basis therefor, and will give Stakeholder Representative such information with respect thereto as Stakeholder Representative may reasonably request. Stakeholder Representative shall, at its election, have the right to control (at Stakeholder Representative’s expense) the Tax Contest to the extent the Tax Contest relates solely (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis Tax Periods and (ii) real to a Tax matter that the Company Stakeholders agree is entirely subject to indemnification pursuant to this Section 7.03, provided, however that Stakeholder Representative shall keep Parent informed regarding such Tax Contest on a timely basis, shall consult with Parent in advance of filings, discussions, and personal property Taxes meetings, shall afford Parent the opportunity to review any submissions and provide Parent with final copies of such submissions and shall allow Parent, at its expense, to participate in any such Tax Contest (including in any meetings with a Taxing Authority or other proceedings) and provided further, that Stakeholder Representative shall not agree to any settlement or other disposition of any such Tax Contest without Parent’s prior written consent, which consent shall not be apportioned between Boise Cascade and unreasonably withheld. In all other instances, Parent shall conduct the Purchaser defense of any Tax Contest, but Parent shall not, without Stakeholder Representative’s consent, which consent shall not be unreasonably withheld, agree to any settlement or other disposition with respect to any Tax for which the Company Stakeholders are responsible pursuant to this Section 7.03. Failure to notify the Stakeholder Representative of a Tax Contest or to allow the Stakeholder Representative to control a Tax Contest in accordance with this Section 7.03(c) shall not relieve any Company Stakeholder of its obligations under this Section 7.03Section 7.03 except to the principles extent such Company Stakeholder’s liability under section 164(d) this Section 7.03 is actually and materially adversely affected as a result thereof. All of the Codeparties hereto shall cooperate in the defense or prosecution of any claim. The Company Stakeholders shall discharge their obligation to indemnify the Indemnified Party against any Tax Loss that results from the resolution of any such Tax Contest by (i) if the Indemnity Holdback has not been fully exhausted or disbursed, allowing Parent to deduct from the Indemnity Holdback the amount of such Tax Loss and (ii) to the extent the Indemnity Holdback has been exhausted or disbursed, paying to the applicable Indemnified Party an amount equal to the remaining amount of such Tax Loss. (d) Notwithstanding any other provisions contained elsewhere in this Agreement, including Section 9.02, this Section 7.03 shall govern all indemnification claims with respect to Taxes. Any payment required to be made by the Company Stakeholders to any Indemnified Party pursuant to Section 7.03 shall be paid to such Indemnified Party first from the Indemnity Holdback, and after such time that the Indemnity Holdback has been fully exhausted or disbursed, directly by the Company Stakeholders. (e) To the extent that doing so would give rise to indemnification under this Article 7, neither Parent, neither the Surviving Corporation nor any of their respective subsidiaries shall amend any Tax Return filed on or before the Closing Date without the written consent of the Stakeholder Representative, which consent shall not be unreasonably withheld or delayed. (f) Any claim of any Indemnified Party under this Section 7.03 may be made and enforced by Parent on behalf of such Indemnified Party.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary Members shall jointly and except as provided in Section 5.1.1, 12.3, severally indemnify Company and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates Buyer and hold them harmless from and against against: (i) any liability for all income Taxes and other Taxes (or the non- payment thereof) of the Companies or otherwise relating to the Assets or Business Company for all taxable periods ending on or before the Closing date 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, ”); (ii) any liability for and all income Taxes and other Taxes of any member of an affiliated, consolidated, combined, or unitary group of which result from Company (Aor any predecessor) is or was a member on or prior to the deemed sale of assets Closing Date, including pursuant to the ElectionsTreasury Regulation §1.1502-6 or any analogous or similar state, and (B) the deemed sale of assets pursuant to any comparable elections under state local, or local tax laws non-U.S. law or regulation; and (iii) any liability and all income and other Taxes of any Person (other than Company) imposed on Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing. If Taxes were reserved for Taxes imposed upon either as liabilities that reduced the Merger Consideration as Liabilities under Appendix I (Modified Net Working Capital), then for purposes of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of indemnification under above clauses (i), (ii) and (iii), the affiliated group, within Members shall be credited with the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything applicable reduction in this Agreement Merger Consideration resulting therefrom to the contraryextent that would result in a duplication in payment by Members. For example purposes only, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any if there were a liability for Taxes of $10,000, which reduced the Companies or otherwise relating to Merger Consideration under Appendix I; then Members shall be credited with paying that through the Assets or Business for any taxable period ending after the Closing date (except reduction in Merger Consideration. The foregoing indemnification obligation includes without limitation Members indemnifying Buyer against and to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any liability of Company arising (x) because of Company’s misclassification of employees as Form 1099 ‘independent contractors,’ (y) failing to withhold or pay any Taxes relating to employees by Company, or (z) relating to any persons engaged (directly or indirectly) by the Company as Form 1099 ‘independent contractors’ but for which W-2 filings and Tax treatment by Company for classification as an ‘employee’ and applicable Tax payments and withholdings by the Company as employer was, or is subsequently determined to be, required by law. Members shall reimburse Buyer for any Taxes of Company that are the responsibility of Members pursuant to this Section 9.5(a) within fifteen (15) Business Days after payment of such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofby Buyer or Company. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary (i) Seller shall be responsible for and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them the Purchasers and their respective Affiliates (including, after the Closing, the Acquired Companies) harmless from and against (without any duplication) any (i) Taxes (A) of Seller or any liability for Taxes of its Affiliates, (B) attributable to or imposed on the Acquired Companies with respect to any taxable period which ends on or otherwise relating prior to the Assets or Business for all taxable periods ending on or before the Closing date and for the Date (a “Pre-Closing Tax Period”) or the portion of any taxable period that includes but does not end on the Closing Date (such period, a “Straddle Period”) ending as of the Closing Date, (C) of any member of an affiliated, consolidated, combined, unitary or aggregate group of which any of the Acquired Companies is or was a member on or prior to the Closing Date by reason of liability under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or foreign Law) or as a transferee or successor or otherwise, and/or (D) attributable to a breach by Seller of any of its representations, warranties, covenants, obligations or agreements in this Agreement, (ii) any liability for Transfer Taxes which result from (A) the deemed sale of assets pursuant attributable to the Elections, and (BSeller under Section 4(g) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) reasonable and documented out-of-pocket costs and expenses incurred in connection with, arising out of, or resulting from any liability Taxes described in clause (i) or (ii). Notwithstanding the foregoing, Seller shall not be responsible for and shall not indemnify and hold the Purchasers or any of their Affiliates harmless from or against any Taxes (y) taken into account in computing Final Closing Net Working Capital or (z) for which either OpCo Purchaser or PropCo Purchaser is responsible under Section 18(a)(ii), other than Taxes resulting from a breach of a representation or warranty set forth in Section 15(s)(ix). (ii) OpCo Purchaser shall be responsible for, and shall indemnify and hold the Seller harmless from and against (without duplication) (A) any Taxes attributable to or imposed upon on the OpCo Acquired Companies and their respective Affiliates, OpCo Purchaser and its Affiliates, and the OpCo Acquired Assets, in each case, with respect to any taxable period which begins after the Closing Date or the portion of any Straddle Period beginning after the Closing Date (a “Post-Closing Tax Period”), (B) Transfer Taxes attributable to OpCo Purchaser under Section 4(g), (C) any Taxes directly attributable to an OpCo Purchaser Tax Act and (D) reasonable and documented out-of-pocket costs and expenses incurred in connection with, arising out of, or resulting from any Taxes described in clauses (A) through (C). PropCo Purchaser shall be responsible for, and shall indemnify and hold the Seller harmless from and against (without duplication) (w) any Taxes attributable to or imposed on the PropCo Acquired Companies and their respective Affiliates, PropCo Purchaser and its Affiliates, and the Transferred Real Estate Assets, in each case, with respect to any Post-Closing Tax Period, (x) Transfer Taxes attributable to PropCo Purchaser under Section 4(g), (y) any Taxes directly attributable to a PropCo Purchaser Tax Act and (z) reasonable and documented out-of-pocket costs and expenses incurred in connection with, arising out of, or resulting from any Taxes described in clauses (w) through (y). (iii) Whenever in accordance with this Section 18(a), Seller shall be required to pay either of the Companies Purchaser an amount pursuant to Treasury Regulation section 1.1502-6 as a result Section 18(a)(i) or either Purchaser shall be required to pay Seller an amount pursuant to Section 18(a)(ii), such payments shall be made by the later of being a member of thirty (30) days after such payments are requested or ten (10) days before the affiliated group, within requesting party is required to pay the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersrelated Tax liability. 12.4.2 (iv) Notwithstanding anything in this Agreement to the contrary, Seller’s and the Purchaser Purchasers’ obligations under this Section 18(a) shall indemnify Boise Cascade and its affiliates and hold them harmless from and against survive the Closing until one (i1) any liability for Taxes month following the expiration of the Companies or otherwise relating statute of limitations applicable to the Assets or Business for any taxable period ending after collection of the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes Tax that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofof such obligations. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything The Company Stockholders, severally in this Agreement to the contrary accordance with their respective Pro Rata Portions and except as provided in Section 5.1.1not jointly, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Surviving Company and Purchaser and its affiliates and hold them harmless from and against without duplication, any Losses, claim, liability, expense, or other damage attributable to (i) any liability for all Taxes (or the non-payment thereof) of the Companies or otherwise relating to the Assets or Business Company and its Subsidiaries for all taxable periods ending on or before the Closing date 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"), (ii) all Taxes of any liability for member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member at or prior to the Effective Time, including pursuant to Treas. Reg. ss. 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which result from Taxes relate to an event or transaction occurring before the Closing; provided, however, that (A) in the deemed sale case of assets clauses (i), (ii), and (iii) above, the Company Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and taken into account in calculating the Closing Working Capital pursuant to the Elections, Section 1.13; and (B) the deemed sale Company Stockholders shall not be liable for any Taxes attributable to actions not in the ordinary course of assets business and not contemplated by this Agreement taken by Purchaser or the Company after the Effective Time. The Company Stockholders shall, severally and not jointly, be liable to Purchaser for such Company Stockholder's Pro Rata Portion of any Taxes of Company or its Subsidiaries that are the responsibility of Company Stockholders pursuant to any comparable elections under state or local tax laws this Section 7.1 after determination and (iii) any liability for Taxes imposed upon either of the Companies resolution pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within procedures and subject to the meaning of section 1504 of the Code, of limitations set forth under Article 6. During any period in which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything Indemnification Escrow is in this Agreement to the contraryeffect, the Purchaser shall indemnify Boise Cascade first be reimbursed for such amounts from the Indemnification Escrow Amount, and its affiliates and hold them harmless only after exhausting that amount, from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing dateCompany Stockholders, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser severally in accordance with the principles under section 164(d) of the Codetheir respective Pro Rata Portions.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement 21.1. Sellers shall pay to Buyer an amount equal to any Indemnifiable Tax (the “Tax Indemnification Claim”), provided that Sellers shall not be liable vis-à-vis Buyer (and the Tax Indemnification Claim shall be reduced accordingly) if and to the contrary extent: a) the respective Tax has been paid or otherwise discharged until the Effective Date; or b) a specific Liability (Verbindlichkeit) or provision (Rückstellung) for the Indemnifiable Tax is included in the Final Effective Date Balance Sheet and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify has reduced the Purchaser Consideration. c) Cxxxxxx and its affiliates Affiliates are entitled to any benefits in the form of Taxes that result directly from the circumstances giving rise to the Indemnifiable Tax and hold them harmless arise for periods or portions thereof beginning on or after the Effective Date, including (without limitation) benefits resulting from and against the lengthening of any amortization or depreciation periods, a step-up in the Tax basis of assets (e. g. triggered by a mutual agreement procedure – “Verständigungsverfahren”), the non-recognition of liabilities or provisions for any period prior to the Effective Date (Phasenverschiebung) (herein collectively “Tax Benefits”), it being understood that the present value of the corresponding Tax Benefits shall reduce the Tax Indemnification Claim. The present value shall be calculated on a lump-sum basis taking into account (i) any liability for Taxes the (expected) reduction of the Companies Tax base, (ii) the Tax rates applicable (or otherwise relating expected to be applicable) in the Assets year in which the respective Tax Benefit arises, and (iii) an applied discount rate of three (3) per cent per annum. If the discount period cannot be determined a period of five (5) years shall be used; d) the income resulting in the respective Tax is offset against a loss-carry back or Business for all taxable loss carry forward available at the level of Cxxxxxx and its Affiliates and generated in periods or portions thereof ending on or before the Closing date and for Effective Date; e) the Pre-Closing Period, respective Tax results from (i) a change in the exercise of any Tax election right or (ii) the termination of any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state Tax consolidation scheme or local tax laws and (iii) any liability for Taxes imposed upon either a corporate reorganization, in each case of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes through (iii) with retroactive effect under statutory tax law to periods prior to the Effective Date; f) the Buyer has failed to comply with its obligations set forth in Section 21.3 and such failure has materially prejudiced the defense of the Companies Sellers against the relevant Tax; or g) the amount of Taxes is recovered or otherwise relating could be recovered under a fully valid and enforceable claim from a third party (other than any officer or employee of Cxxxxxx, the Buyer or any of their Affiliates), including under an insurance policy in force on the Signing Date. 21.2. Any amounts payable to Buyer under this Section 21 shall be payable and due within ten (10) Business Days after the Sellers have been notified by the Buyer about the amount payable and the date on which the Tax is due by providing a copy of the Tax assessment notice, if available, but not prior to three (3) Business Days prior to the Assets day on which the respective Tax is due for payment by Cxxxxxx and its Affiliates to the competent Taxing Authority even if the assessment does not yet have binding effect (formelle Bestandskraft). 21.3. As from the Closing Date, Buyer shall cause Cxxxxxx and its Affiliates to prepare and file, when due, all Tax returns required to be filed by or Business for on behalf of Cataneo and its Affiliates with respect to any taxable period ending before or including the Effective Date. The Buyer shall provide, or cause to be provided, drafts of such Tax returns, excluding preliminary Tax returns and Tax returns filed on a monthly basis, to Sellers not later than four (4) weeks before the relevant filing date. All such Tax returns and any amendments to any Tax returns filed by Cxxxxxx and its Affiliates which relate to any period prior to or including the Effective Date shall require the prior written consent of Sellers, such consent not to be unreasonably withheld, conditioned or delayed. If and to the extent that the Parties fail to reach an agreement thereon, Cataneo and its Affiliates shall file or amend the Tax returns in their free discretion (to the extent legally permissible). If, after the Closing Date, any Taxing Authority informs the Buyer or Cxxxxxx or its Affiliates of a Relevant Tax Matter or any other matter which could otherwise reasonably be expected to have an impact on Sellers’ Tax position, or if the Buyer or Cxxxxxx or its Affiliates otherwise becomes aware of a Relevant Tax Matter, the Buyer shall notify Sellers of such matter. The Buyer’s notice shall be given within fifteen (15) Business Days after the Buyer or Cxxxxxx or its Affiliates has received the relevant information or knowledge, or at any earlier date (except if required to enable Sellers to participate in any Tax audit or to review the relevant Tax assessment within the applicable period available for an appeal or other legal remedy. If the Buyer has reason to believe that a payment is to be made by Sellers pursuant to Section 21.1, such notice shall state the amount of the alleged Tax Indemnification Claim and include evidence reasonably necessary to determine the fact, amount and payment of such claim to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) already known and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofavailable. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) Following the contrary and except as provided in Section 5.1.1Closing, 12.3, and 12.4.2 hereof, Boise Cascade shall Bordxx xxxll indemnify the Purchaser MergerCo and its affiliates (including the Decorative Products Companies) and each of their respective officers, directors, employees, agents and other representatives and hold them harmless from and against (i) all liability for income Taxes (other than any liability for UK national income taxes for 1997 and any portion of 1998 prior to the Closing) of the Decorative Products Companies, for a Pre-Closing Tax Period (as defined below), (ii) all liability as a result of Treasury Regulation Section 1.1502-6(a) for U.S. federal income Taxes of Bordxx xx any of its affiliates or any other entity which is or has been affiliated with the Decorative Products Companies and BCL relating to a Pre-Closing Tax Period, (iii) all liability for Taxes attributable to actions taken after the Closing by Bordxx xx any of its affiliates (other than the Decorative Products Companies) or attributable to a breach by Bordxx xx any covenant contained in Section 12.2 and (iv) all liability for U.K. national income taxes of the Decorative Products Companies for 1997 and any portion of 1998 prior to the Closing in excess of $7,957,000. Notwithstanding the foregoing, Bordxx xxxll not indemnify and hold harmless any of MergerCo, its affiliates or their respective officers, directors, employees and agents from any liability for Taxes attributable to (i) Taxes of the Decorative Products Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing PeriodTax Period to the extent of the accrual, if any, established therefor and reflected as Balance Sheet Indebtedness or as a current liability in the calculation of Closing Working Capital or (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending action taken after the Closing date by MergerCo, any of its affiliates (except to including the extent such taxable period began before the Closing dateDecorative Products Companies), in which case the Purchaser's indemnity will cover only that portion or any transferee of MergerCo or any of its affiliates (other than any such Taxes that is not attributable to the Pre-Closing Periodaction expressly required by applicable law or by this Agreement) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code."MergerCo Tax 104

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Sellers jointly and severally hereby indemnify each Buyer Indemnitee against and agree to hold each Buyer Indemnitee harmless from any (w) Tax of any Company related to the contrary and except as provided in Section 5.1.1Tax Indemnification Period, 12.3(x) Tax of any Company resulting from a breach of the provisions of this Article 8, and 12.4.2 hereof(y) liabilities, Boise Cascade shall indemnify 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 Purchaser and its affiliates and hold them harmless from and against imposition, assessment or assertion of any Tax described in (iw) any liability for Taxes of or (x), including those incurred in the Companies or otherwise contest in good faith in appropriate proceedings relating to the Assets imposition, assessment or Business for all taxable periods ending on or before assertion of any such Tax, and any liability as transferee. The sum of (w), (x) and (y), net of the Closing date and for the Prepresent value of any Tax benefits that will be realized post-Closing Period, (ii) by any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state Company or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 successor thereto as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement assessments giving rise to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against Taxes described in (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Periodw) and (iix) is referred to herein as a "Loss." It is understood that the present value of such benefits shall be agreed upon by Sellers and Buyer or, if they cannot agree, by the Accounting Referee, and that, in any liability for real and personal property Taxes accrued on event, the Final Closing Statement subject value of such benefits shall be discounted from the date that such benefits are reasonably expected to any adjustment made pursuant to Section 4.3 hereofbe realized. 12.4.3 In (b) For purposes of this Section, in the case of any Straddle PeriodTaxes 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 determination portion of such Tax related to the liability for 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 Pre-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 Period shall 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 accrued on deemed equal to the Final Closing Statement on an interim-closing-of-the-books basis as amount which would be payable if such taxable the relevant Tax period ended on and included the Closing dateDate. 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. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Companies. (c) Upon payment by any Buyer Indemnitee of any Loss, Sellers shall discharge their obligation to indemnify the Buyer Indemnitee against such Loss by paying to Buyer an amount equal to the amount of such Loss. (d) Subject to Section 8.7(g), any payment pursuant to this Section 8.7 shall be made not later than 45 days after receipt by Sellers of written notice from Buyer (i) stating that a Loss has been paid by a Buyer Indemnitee and (ii) providing evidence of payment and stating the amount thereof and of the indemnity payment requested. (e) Buyer agrees to give prompt notice to Sellers of any Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect Of which indemnity may be sought hereunder which Buyer reasonably deems to be within the ambit of this Section 8.7 (specifying with reasonable particularity the basis therefor) and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and, (ii) except as provided in Section 8.7(f), upon notice to Buyer, assume the defense of any such suit, action or proceeding (including any Tax audit); provided that (i) all standard deductionsSellers' counsel is reasonably satisfactory to Buyer, exemptions(ii) Sellers shall thereafter consult with Buyer upon Buyer's reasonable request for such consultation from time to time with respect to such suit, allowances action or proceeding (including any Tax audit) and other similar items (iii) Sellers shall not, without Buyer's consent (which shall not be apportioned unreasonably withheld), agree to any settlement with respect to any Tax if such settlement could adversely and materially affect the Pre-Closing Period on a per diem basis Tax liability of Buyer or any of its Affiliates or, upon the Closing, any Company. If Sellers assume 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 Sellers and (ii) real and personal property Taxes Sellers shall not assert that the Loss, or any portion thereof, with respect to which Buyer seeks indemnification is not within the ambit of this Section 8.7. If Sellers elect not to assume such defense, Buyer may pay, compromise or contest the Tax at issue. Sellers shall be apportioned between Boise Cascade liable for the reasonable fees and expenses of counsel employed by Buyer for any period during which Sellers have not assumed the Purchaser in accordance with the principles under section 164(d) defense thereof. Whether or not Sellers choose to defend or prosecute any claim, all of the Codeparties hereto shall cooperate in the defense or prosecution thereof. (f) Buyer shall control the defense of any claim that relates to Taxes described in Section 8.7(b). (g) Sellers shall not be liable under this Section 8.7 with respect to any Tax resulting from a claim or demand the defense of which Sellers were not offered the opportunity to assume as provided under Section 8.7(e) to the extent Sellers' liability under this Section is adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Sellers of any liability hereunder. (h) Any claim of any Buyer Indemnitee (other than Buyer) under this Section may be made and enforced by Buyer on behalf of such Buyer Indemnitee.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (i) Sellers shall be responsible for, pay or cause to the contrary and except as provided in Section 5.1.1, 12.3be paid, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and each of its affiliates Subsidiaries and Affiliates (including the Direct Sale Companies after the Closing Date) (each a “Purchaser Tax Indemnitee”) and hold them each Purchaser Tax Indemnitee harmless from and against any and all (iA) Excluded Taxes, (B) Transfer Taxes for which Sellers are responsible pursuant to Section 6.15(g) and (C) any liability for Taxes of the Companies or otherwise relating reasonable costs and expenses (including reasonable legal fees and expenses) attributable to the Assets or Business for all taxable periods ending on or before the Closing date any item described in clauses (A) and for the Pre-Closing Period, (B). (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant Purchaser shall be responsible for, pay or cause to the Electionsbe paid, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade Sellers and its affiliates each of their Subsidiaries and Affiliates (other than the Direct Sale Companies) (each a “Seller Tax Indemnitee”) and hold them each Seller Tax Indemnitee harmless from and against any and all (iA) any liability for Taxes of of, imposed on or with respect to the Direct Sales Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (of their respective Subsidiaries, in each case except to the extent that such taxable period began before Taxes are the responsibility of Sellers under Section 6.15(a)(i), (B) Taxes owed by US HoldCo resulting from any transaction engaged in by the Direct Sale Companies (or their Subsidiaries) occurring on the Closing dateDate after the Closing (1) other than in the ordinary course of business or (2) at the direction of Purchaser, in (C) Transfer Taxes for which case the Purchaser's indemnity will cover only that portion of any such Taxes that Purchaser is not attributable responsible pursuant to the Pre-Closing PeriodSection 6.15(g) and (iiD) any liability for real reasonable costs and personal property Taxes accrued on the Final Closing Statement subject expenses (including reasonable legal fees and expenses) attributable to any adjustment made pursuant to Section 4.3 hereofitem described in clauses (A) through (C). 12.4.3 In (iii) For purposes of this Agreement, in the case of any Straddle Period, the determination of the liability for (A) property Taxes, annual franchise Taxes for based on authorized shares or similar Taxes allocable to the Pre-Closing Tax Period shall be accrued on equal to the Final amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Statement on an interimTax Period and the denominator of which is the number of days in the entire Straddle Period and (B) Taxes (other than Taxes described in clause (A)) allocable to the Pre-closing-of-the-books basis Closing Tax Period shall be computed as if such taxable period the Straddle Period ended on and included the Closing dateDate; provided, except that (i) all standard deductions, exemptions, allowances and other similar items or deductions that are calculated on an annual basis shall be apportioned allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period ending after the Closing Date in proportion to the number of days in each such period. Each Direct Sale Company or any of its Subsidiaries that is classified as a partnership or “flow-through” entity for federal income tax purposes shall be treated as if its taxable year ended as of the close of business on the Closing Date and Taxes attributable to the income or gain of each such entity through the close of business on the Closing Date shall be considered to be attributable to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the CodeTax Period.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) The Parent Indemnified Parties shall be entitled to be indemnified and held harmless from the Escrow Amount, and, to the contrary and except as provided extent that the Escrow Amount has been applied in its entirety to Losses under this Article 8, from any amount that becomes payable pursuant to Section 5.1.12.3, 12.3by way of setoff, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) any all liability for Taxes of the Companies Company for any Pre-Closing Tax Period, (ii) all liability (as a result of Treasury Regulation 1.1502-6(a) or otherwise relating to otherwise) for Taxes of any Person resulting from an agreement entered into or affiliation or membership in an affiliated, combined, consolidated, or unitary group with the Assets or Business for all taxable periods ending Company on or before the Closing date Date, (iii) all Losses arising from, relating to or otherwise in connection with any breach of a representation, warranty or covenant contained in Section 3.13 or Section 5.3; or (iv) all liability for reasonable legal fees and expenses and reasonable out-of-pocket costs incurred in connection any item in clause (i), (ii) or (iii) above (for purposes of this Article 8 and Section 8.4, such items shall be considered to be Losses). (b) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, personal and intangible property, franchise, license, and other Taxes not imposed on income, receipts, sales, use, payment of wages, or other identifiable transactions or events of the Company for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant Tax Period shall be equal to the Electionsamount of such Taxes for the entire Straddle Period multiplied by a fraction, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, numerator of which is the Boise Cascade and Oxford number of days during the Straddle Period that are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period) and ; and (ii) any liability for real and personal property the Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes Company (other than those described in clause (i)) for the Pre-Closing Tax Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis computed as if such taxable period ended as of the close of business on and included the Closing dateDate. (c) With respect to the items under Section 8.4(a) (each, a “Tax Claim”), the Parent Indemnified Party shall send prompt notice to the Company Shareholders’ Representative in writing of the Tax Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Parties have been actually prejudiced as a result of such failure. (d) The Parent Indemnified Party alone shall conduct and control the defense of any Tax Claim. The Parent Indemnified Party shall not be entitled to be indemnified or held harmless under Section 8.4 for any Tax Claim if it shall settle such Tax Claim without the prior written consent of the Company Shareholders’ Representative, unless the Indemnified Party has sought such consent and such consent has been unreasonably withheld or delayed, it being agreed that the Company Shareholders’ Representative shall not unreasonably withhold or delay such consent. (ie) all standard deductions, exemptions, allowances and other similar items Any indemnity payment made pursuant to this Section 8.4 shall be apportioned treated as an adjustment to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) amount of the CodeShare Consideration for Tax purposes, unless a final determination with respect to the Parent Indemnified Party causes such payment to be treated other than as an adjustment to the amount of the Share Consideration for federal income tax purposes.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Subject to the contrary terms of Sections 8.1, 8.2 and except as provided in this Section 5.1.18.3, 12.3from and after the Closing, and 12.4.2 hereof, Boise Cascade the Company Stockholder shall indemnify the Purchaser and its affiliates and hold them harmless from and Indemnified Persons against (i) any all liability for Taxes of the Companies or otherwise relating to the Assets or Business Company for all taxable periods ending on or before the Closing date and for the any Pre-Closing Period, Tax Period in excess of the amount of accrued Taxes (but only the actual amount of Taxes accrued and not any deferred Tax items) included in the Most Recent Balance Sheet and in the Final Net Working Capital Amount; (ii) any all liability of the Company for Taxes which result from of all Persons (other than Company or the REIT Indemnified Persons) arising (A) under Treasury Regulations §1.1502-6 (or any similar provision of state or local Law) for federal, state and local Income Taxes of any other corporation which is or has been affiliated with the deemed sale of assets pursuant to the Elections, and Company for any Pre-Closing Tax Period or (B) the deemed sale by reason of assets pursuant to any comparable elections under state contract, successor liability or local tax laws and otherwise by operation of law; (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for ); all Taxes of the Companies Company Stockholder; and (iv) all Losses resulting from a breach or otherwise relating inaccuracy of the representations and warranties set forth in Section 3.10 of this Agreement. For the avoidance of doubt, the indemnification obligations of the Company Stockholder under this Section 8.3(a) shall not be subject to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, amount limitations set forth in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing PeriodSection 8.3(a)(i) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination amount of the liability for any Taxes for the Pre-Closing Tax Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that shall: (i) all standard deductionsin the case of Taxes based on sales, exemptionsreceipts, allowances gross income or net income, be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other similar items pass-through entity in which Company or any of its subsidiaries holds a beneficial interest shall be apportioned deemed to the Pre-Closing Period on a per diem basis terminate at such time) and (ii) real in the case of all other Taxes, 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 period ending on the Closing Date and personal property Taxes the denominator of which is the number of days in such Straddle Period. (b) Except as expressly provided herein, the Company Stockholder shall be apportioned between Boise Cascade entitled to receive any Income Tax refunds of Income Taxes previously paid by the Company or any of its subsidiaries with respect to a Pre-Closing Tax Period that are received after the Closing Date. Notwithstanding the prior sentence, the Company Stockholder shall not be entitled to receive any Tax refund of the Company resulting from the carryback of a net operating, capital loss or other tax attribute incurred with respect to a Post-Closing Tax Period and any such Tax refund shall be the Purchaser property of and shall be retained by the Surviving Company or the REIT. (c) All claims for indemnification under this Section 8.3 shall be subject to, and handled in accordance with the principles provisions of Article VIII . (d) Notwithstanding any other provisions of this Agreement, an Indemnified Person shall have the right to be indemnified, held harmless from, defended or reimbursed under section 164(dthis Section 8.3 only if such right is asserted on or before one hundred eighty (180) days after the expiration of the Codestatute of limitations (including extensions thereof) applicable to the Tax in issue.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement In addition to any indemnity obligations under Section 10.2(a), subsequent to the contrary Closing, the Company Stockholders shall, jointly and except as provided in Section 5.1.1severally, 12.3indemnify, save and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser hold Buyer (and its affiliates Affiliates, successors and hold them assigns) harmless from and against against, up to an aggregate amount equal to the aggregate Merger Consideration actually paid by Buyer pursuant to this Agreement (i) any liability for and all Taxes of the Companies Company or otherwise relating any Designated Stockholder (for which the Company is liable) with respect to the Assets any Tax year or Business for all taxable periods portion thereof ending on or before the Closing date Date (or for any Tax year beginning before and for ending after the Pre-Closing PeriodDate to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), (ii) the unpaid Taxes of any liability for Taxes which result from Person (Aother than the Company or any Designated Stockholder) the deemed sale under Treasury Regulations Section 1.1502-6 (or any similar provision of assets pursuant to the Electionsstate, and (B) the deemed sale of assets pursuant to any comparable elections under state local or local tax laws foreign law), as a transferee or successor, by contract, or otherwise, and (iii) any liability for Taxes imposed upon either and all Damages incurred in connection with, arising out of, resulting from, or incident to any of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of Taxes described in the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against foregoing clauses (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on ). For purposes of the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In preceding sentence, in the case of any Straddle PeriodTaxes 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 determination portion of such Tax that relates to the liability for Taxes for the Pre-Closing Period shall be accrued portion of such Tax period ending on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that Date shall (i) all standard deductionsin the case of any Taxes other than Taxes based upon or related to income or receipts, exemptionsbe deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall in the case of any Tax based upon or related to income or receipts, be apportioned between Boise Cascade and deemed equal to the Purchaser in accordance with amount which would by payable if the principles under section 164(d) of relevant Tax period ended on the CodeClosing Date.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary (a) The Sellers shall, jointly and except as provided in Section 5.1.1not severally, 12.3indemnify, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates defend and hold them harmless the Buyer Group from and against all Taxes (or the non-payment thereof) of the Company for any Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined, unitary or similar group of which the Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including any Liability for the Taxes of any such Person pursuant to Treas. Reg. § 1.1502-6 (or any similar state, local or foreign Law), and (iii) all Taxes (or the non-payment thereof) for which the Company has any Liability as a transferee or successor, by contract or otherwise, in each case arising from an event, transaction, act or omission occurring on or prior to the Closing Date, excluding, in each case, the amount of accrued but unpaid Taxes, to the extent that such Taxes are specifically included in the determination of Closing Net Working Capital, but taking into account any amounts paid to the Sellers pursuant to the second to last sentence of Section 8.5(c). (b) In the case of any Straddle Period (which, for the avoidance of doubt, shall not include any taxable period that ends on or before the Closing Date), (i) the amount of any liability for income Taxes, sales Taxes, employment Taxes and other Taxes of the Companies Company that are readily apportionable between periods based on an actual or otherwise relating deemed closing of the books and that are payable with respect to the Assets period ending on the Closing Date shall be determined based on an interim closing of the books as of the Close of Business on the day immediately preceding the Closing Date (and for such purpose, the taxable period of any partnership or Business other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and (ii) the amount of other Taxes of the Company for all a Straddle Period that relates to the period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period, provided that, Company Transaction Expenses and any expenses incurred in connection with the repayment of Company Indebtedness shall be deemed to be attributable solely to the taxable period or portion of such taxable period ending on the Closing Date. (c) If the Buyer or the Company receives any Tax refund, or becomes entitled to any amount credited against Tax, that relates to Tax periods or portions thereof ending on or before the Closing date and for Date, other than (i) a refund or credit that was included in the Pre-determination of Closing Period, Net Working Capital or (ii) any liability for Taxes which result a refund or credit resulting from (A) the deemed sale a carryback of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being Tax item from a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending or portion thereof beginning after the Closing date (except Date, then the Buyer shall pay over to the extent Sellers in cash any such taxable period began before refund or the Closing date, in which case the Purchaser's indemnity will cover only that portion amount of any such Taxes that is not attributable credit, net of Tax cost to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on Buyer or the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 Company arising in respect of such refund or credit, within thirty days after receipt or entitlement thereto. In the case of any Straddle Period, event that the determination Sellers dispute the amount of the liability for Taxes for Tax cost to the Pre-Closing Period Buyer or the Company arising in respect of such refund or credit, then such dispute shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser resolved in accordance with the principles under section 164(dprovisions for disputing the Preliminary Net Working Capital set forth in Section 2.6(f) and Section 2.6(g). If and to the extent that the amount of any refund or credit that was included in the Codedetermination of Closing Net Working Capital exceeds the amount of such refund or credit actually received by the Company after the Closing Date, then the Sellers shall, jointly and not severally, indemnify, defend and hold harmless the Buyer Group from and against the amount of such excess. If and to the extent that the amount of accrued but unpaid Taxes specifically included in the determination of Closing Net Working Capital exceeds the total amount of Taxes paid by the Company after the Closing Date with respect to any period ending on the Closing Date (on the basis that any Company Transaction Expenses and any expenses incurred in connection with the repayment of Company Indebtedness that are deductible in any taxable year that includes the Closing Date are attributable solely to the taxable period or portion thereof ending on the Closing Date), then the excess shall be paid to the Sellers. The foregoing provisions shall be applied without duplication, so that the Buyer shall not be obligated to pay an amount to the Sellers pursuant to both the first sentence of this Section 8.5(c) and the preceding sentence of this Section 8.5(c) with respect to the same refund or credit.

Tax Indemnification. 12.4.1 (a) Each Shareholder, severally and not jointly in accordance with his, her or its Pro Rata Portion, shall indemnify and hold harmless each of the Indemnified Parties from any Covered Tax and 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 Covered Tax (together, a “Tax Loss”). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, each Shareholder shall only be liable up to the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes aggregate amount of the Companies or otherwise relating aggregate Per Share Merger Consideration payable to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made Shareholder pursuant to Article 2 for indemnifiable Tax Losses in respect of this Section 4.3 hereof7.03. 12.4.3 In (b) For purposes of the determination of the Covered Tax described in Clause (A) of the definition thereof in respect of a Straddle Period, (x) in the case of any Straddle PeriodTaxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, the determination definition of Covered Tax shall be deemed to include the liability for Taxes amount of such Tax for the Pre-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 Period 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 any gross receipts, sales or use Tax, the definition of Covered Tax shall be accrued on deemed to include the Final Closing Statement on an interim-closing-of-the-books basis as amount that would be payable if such taxable the relevant Tax period ended on and included the Closing dateDate. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company and its Subsidiaries. In this connection, except that if an election is made under Section 338 of the Code with respect to the transaction contemplated by this Agreement, the income resulting therefrom shall not be taken into account in determining the amount of income to be allocated in the foregoing clause (y) to the period ended on or including the Closing Date. (c) Parent agrees to give prompt notice to Shareholder Representative of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder (any such suit, action or proceeding, a “Tax Contest”), specifying with reasonable particularity the basis therefor, and will give Shareholder Representative such information with respect thereto as Shareholder Representative may reasonably request. Shareholder Representative shall, at its election, have the right to control (at Shareholder Representative’s expense) the Tax Contest to the extent the Tax Contest relates solely (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis Tax Periods and (ii) real to a Tax matter that the Shareholders agree is entirely subject to indemnification pursuant to this Section 7.03, provided, however that Shareholder Representative shall keep Parent informed regarding such Tax Contest on a timely basis, shall consult with Parent in advance of filings, discussions, and personal property Taxes meetings, shall afford Parent the opportunity to review any submissions and provide Parent with final copies of such submissions and shall allow Parent, at its expense, to participate in any such Tax Contest (including in any meetings with a Taxing Authority or other proceedings) and provided further, that Shareholder Representative shall not agree to any settlement or other disposition of any such Tax Contest without Parent’s prior written consent, which consent shall not be apportioned between Boise Cascade and unreasonably withheld. In all other instances, Parent shall conduct the Purchaser defense of any Tax Contest, but Parent shall not, without Shareholder Representative’s consent, which consent shall not be unreasonably withheld, agree to any settlement or other disposition with respect to any Tax for which the Shareholders are responsible pursuant to this Section 7.03. Failure to notify the Shareholder Representative of a Tax Contest or to allow the Shareholder Representative to control a Tax Contest in accordance with this Section 7.03(c) shall not relieve any Shareholder of its obligations under this Section 7.03 except to the principles extent such Shareholder’s liability under section 164(d) this Section 7.03 is actually and materially adversely affected as a result thereof. All of the Codeparties hereto shall cooperate in the defense or prosecution of any claim. The Shareholders shall discharge their obligation to indemnify the Indemnified Party against any Tax Loss that results from the resolution of any such Tax Contest by (i) if the Indemnity Holdback has not been fully exhausted or disbursed, allowing Parent to deduct from the Indemnity Holdback the amount of such Tax Loss and (ii) to the extent the Indemnity Holdback has been exhausted or disbursed, paying to the applicable Indemnified Party an amount equal to the remaining amount of such Tax Loss. (d) Notwithstanding the foregoing, if Parent is required to pay an amount to a Taxing Authority that would constitute a Tax Loss in connection with but prior to the resolution of a suit, action or proceeding described in Section 7.03(c), the Shareholders shall discharge their obligation to indemnify Parent against such Tax Loss by making payments (or causing deductions to be made from the Indemnity Holdback) to Parent within 30 days of receipt of notice of the payment by Parent and Parent at the request of the Shareholder Representative,and at the Shareholder Representative’s costs and expense, shall commence a claim or action for refund where required to protect the Shareholders’ right to contest liability for a Tax Loss. In the event that Parent receives a partial or total refund of any such payment, Parent shall transfer that amount to Shareholder Representative or the Indemnity Holdback (if such Indemnity Holdback has not been finally released pursuant to its terms) within 30 days of receipt. (e) Notwithstanding any other provisions contained elsewhere in this Agreement, including Section 9.02 (other than Section 9.02(d)), this Section 7.03 shall govern all indemnification claims with respect to Taxes. Any payment required to be made by the Shareholders to any Indemnified Party pursuant to Section 7.03 shall be paid to such Indemnified Party first from the Indemnity Holdback, and after such time that the Indemnity Holdback has been fully exhausted or disbursed, directly by the Shareholders, subject to Section 9.03(c). (f) Neither Parent, the Surviving Corporation nor any of their respective Subsidiaries shall amend any Tax Return filed on or before the Closing Date without the written consent of the Shareholder Representative, which consent shall not be unreasonably withheld or delayed.. (g) Any claim of any Indemnified Party under this Section 7.03 may be made and enforced by Parent on behalf of such Indemnified Party.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement any provision herein to the contrary and except as provided in Section 5.1.1contrary, 12.3, and 12.4.2 hereof, Boise Cascade Seller shall indemnify the Purchaser Company, its Subsidiaries and its affiliates Buyer and hold them harmless from and against (without duplication), any loss, claim, liability, expense, or other damage attributable to (i) any liability for all Taxes (or the non-payment thereof) of the Companies or otherwise relating to the Assets or Business Company and its Subsidiaries for all taxable periods ending on or before the Closing date Date and the portion thereof through the end of the Closing Date for any taxable period that includes but does not end on the Closing Date (the “Pre-Closing Tax Period”), and (ii) any and all Taxes of any person (other than the Company and its Subsidiaries) imposed on the Company and its Subsidiaries as a transferee or successor, by contract or pursuant to law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company and its Subsidiaries for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either Tax Period shall be determined based on an interim closing of the Companies pursuant to Treasury Regulation section 1.1502-6 books as a result of being a member of the affiliated groupclose of business on the Closing Date (and for such purpose, within the meaning taxable period of section 1504 of the Code, of any partnership or other pass-through entity in which the Boise Cascade Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade amount of other Taxes of Company and its affiliates and hold them harmless from and against (i) any liability Subsidiaries for Taxes of the Companies or otherwise relating a Straddle Period that relates to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued 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 Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade Date and the Purchaser denominator of which is the number of days in accordance with the principles under section 164(d) of the Codesuch Straddle Period. [***].

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary (a) Seller Parties and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade Key Shareholders shall indemnify the Purchaser Buyer and its affiliates Affiliates and hold them harmless from and against Losses resulting from or attributable to (i) all Taxes (or the non-payment thereof) of each Company (and any liability for Taxes member of the Companies an Affiliated Group of which any Company is or otherwise relating was or a member on or prior to the Assets or Business Second Closing Date) for all taxable Taxable periods ending on or before the Second Closing date Date and the portion through the end of the Second Closing Date for any Taxable period that includes (but does not end on) the Second Closing Date (“Pre-Closing Tax Period”); (ii) any and all Taxes of any Person imposed on any Company (and any member of an Affiliated Group of which any Company is or was or a member on or prior to the Second Closing Date) as a transferee or successor, by Contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Second Closing; and (iii) any Taxes and other Losses for which any Company, Buyer, (and any member of an Affiliated Group of which any Company is or was or a member on or prior to the Second Closing Date) become liable as a result of the inaccuracy of any representation or warranty in Section 4.15 (Taxes) of this Agreement or in any certificate delivered by Target pursuant to Section 7.1(b) to the extent relating to Section 4.15 (Taxes), which liability and obligation will be joint and several (regardless of the identity of the party to whom such liability is attributable), but will be limited to the Seller Parties’ or Key Shareholder’s Pro Rata Percentage of such Taxes or Losses; provided, however, that (1) in the case of clause (i), Seller Parties and Key Shareholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the adjustment of the Purchase Price under Section 2.5(a)(i) or (ii) in Working Capital calculations (“Working Capital Calculations”); (2) any indemnification shall be reduced by amounts advanced to the Tax Authorities for the Straddle Period (mikdamot) to the extent not taken into account in the Working Capital Calculations; (3) any indemnification shall be reduced by any amounts of credit with respect to, or refund of, any Tax, which was not taken into account in the Working Capital Calculations; and (4) the Seller Parties shall not be required to indemnify Buyer for Taxes of Companies as a result of a breach of Target or Buyer, or non compliance of Target or Buyer, occurring following the Second Closing, of any Law or Permit, including without limitation failure of Target to comply with requirements relating to preserving the “benefited enterprise” status of the Target including as a result of any action or omission that creates any liability under the “benefitted enterprise” rules. The indemnification under this Article XI shall not be subject to any of the indemnification baskets, caps or other limitations set forth in Section 10.4 or elsewhere in this Agreement. If the Escrow Fund is exhausted, each of Seller Parties and Key Shareholders, will pay, reimburse and indemnify Buyer and each Company for such Person’s Pro Rata Percentage of any Losses that are the responsibility of Seller Parties or Key Shareholders pursuant to this Section 11.1 at least five (5) days prior to payment of such amounts by Buyer or any Company. For the avoidance of doubt, for purposes of this Section 11.1, the representations and warranties in Section 4.15 shall not be deemed qualified by any references to materiality. All indemnification payments under this Section 11.1(a) will be deemed adjustments to the Purchase Price. (b) In the case of any Taxable period that includes (but does not end on) the Second Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either Tax Period shall be determined based on an interim closing of the Companies pursuant to Treasury Regulation section 1.1502-6 books as a result of being a member of the affiliated group, within close of business on the meaning of section 1504 of the Code, of which the Boise Cascade Second Closing Date (and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contraryfor such purpose, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable Taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any partnership or other pass-through entity shall be deemed to terminate at such time) and the amount of other Taxes that is not attributable for a Straddle Period which relates to the Pre-Closing Period) and (ii) any liability Tax Period shall be deemed to be the amount of such Tax for real and personal property Taxes accrued the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Final Second Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofDate and the denominator of which is the number of days in such Straddle Period. 12.4.3 (c) In the case of any Straddle Periodevent that amounts paid, advanced or reserved for Taxes by the determination Companies for the Pre Closing Tax Period exceed the Taxes of the liability for Taxes Companies for the Pre-Closing Period (such excess, “Tax Excess Refund”), then, Buyer shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned pay to the Pre-Closing Period on a per diem basis and Seller the amount of such Tax Excess Refund, or the applicable portion thereof, within thirty (ii30) real and personal property Taxes shall be apportioned between Boise Cascade and days after receipt or entitlement thereto, or the Purchaser in accordance with the principles under section 164(d) of the Codeapplicable portion thereof.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary Each Quotaholder shall be jointly and except as provided in Section 5.1.1, 12.3, severally liable for and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser Buyer and its affiliates Affiliates (including the Company) and each of their respective officers, directors, employees, quotaholders, stockholders, agents and representatives (the "Buyer Indemnitees") and hold them harmless from and against (i) any all liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and Company for the Pre-Closing Tax Period, irrespective of whether any such liability was disclosed by the Quotaholders or discovered by the Buyer prior to the Closing, (ii) any liability for Taxes which result from (A) attributable to a breach by the deemed sale Company, the Sellers or the Former Quotaholders of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to their respective obligations under this Agreement or any comparable elections under state or local tax laws Transaction Agreement and (iii) all liability for reasonable legal fees and expenses for any item attributable to any item in clause (i) or (ii) above. Notwithstanding the foregoing, the Quotaholders shall not indemnify and hold harmless the Buyer Indemnitees from any liability for Taxes imposed upon either attributable to any action taken after the Closing by the Buyer or any of its Affiliates (including the Companies pursuant to Treasury Regulation section 1.1502-6 as Company) (a result "Buyer Tax Act"). In the case of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after that includes (but does not end on) the Closing date Date (except a "Straddle Period"): real, personal and intangible property Taxes and any other Taxes not measured in whole or in part by reference to income or revenues of the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable Company ("Property Taxes") allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period) ; and (ii) any liability for real and personal property the Taxes accrued 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 Final Closing Statement subject Date. the Quotaholders' indemnity obligation in respect of Taxes for a Straddle Period shall initially be fulfilled by the payment by the Sellers to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination Buyer of the liability for excess of (A) such Taxes for the Pre-Closing Tax Period shall be accrued on over (B) the Final Closing Statement on an interim-closing-of-the-books basis as if amount of such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to Taxes for the Pre-Closing Tax Period paid by the Sellers or any of its Affiliates (other than the Company) at any time, plus the amount of such Taxes for the Pre-Closing Tax Period paid by the Company on a per diem basis or prior to the Closing Date. The Sellers shall initially pay such excess amounts to the Buyer within thirty (30) days after the Return with respect to the liability for such Taxes is required to be filed (or, if later, is actually filed). If the amount of such Taxes paid by the Sellers or any of their Affiliates (other than the Company) at any time exceeds the amount payable by the Sellers pursuant to the preceding sentence, the Buyer shall pay to the Sellers the amount of such excess within thirty (30) days after the Return with respect to the liability for such Taxes is required to be filed. Other Indemnification by the Sellers. Except as relates to Taxes, for which the sole indemnification is provided in Section 9.01, each Quotaholder shall jointly and severally indemnify the Buyer Indemnitees against and hold them harmless from any loss, liability, claim, damage or expense (iiincluding reasonable legal fees and expenses) real and personal property Taxes shall be apportioned between Boise Cascade and suffered or incurred by any such indemnified party to the Purchaser in accordance with the principles under section 164(d) extent arising from: any breach of any representation or warranty of the CodeSellers, the Company or the Former Quotaholders contained in this Agreement, the Transaction Agreements or in any certificate delivered pursuant hereto; any breach of any covenant of the Sellers, the Company or the Former Quotaholders contained in this Agreement or any Transaction Agreement; or any Transfer permitted under Section 11.11 of the Former Quota Purchase Agreement.

Tax Indemnification. 12.4.1 (i) From and after the Closing Date, subject to the limitations set forth herein but notwithstanding anything contained in Section 8 to the contrary, Seller shall indemnify Purchaser, CAM2 the Limited Partner Entities and their respective subsidiaries which are directly or indirectly controlled by CAM2 (collectively, the “Purchaser Indemnitees”) for, from and against, any and all taxes of CAM2, any Limited Partner Entity or any of their respective subsidiaries which are directly or indirectly controlled by CAM2, that are attributable to (A) any Pre-Closing Tax Period or portion of any Straddle Period ending on the day immediately prior to the Closing Date or (B) any breach of any tax representation or any covenant by Seller contained in Sections 6.1(s) through (ff) or Section 12 of this Agreement. For purposes of this Section 12(c)(i), taxes shall be deemed to include any attorneys fees or other out-of-pocket costs reasonably incurred by any Purchaser Indemnitees in connection with the determination of such indemnified tax liability. Any indemnity payments pursuant to this Section 12(c)(i) shall be treated by the Purchaser and Seller U.S. federal income tax and other purposes as adjustments to the Purchase Price. (ii) Purchaser shall promptly notify Seller in writing upon receipt by CAM2, the Limited Partner Entities or any of their respective subsidiaries which are directly or indirectly controlled by CAM2 of a written notice of any pending or threatened tax audit, assessment, litigation or other proceeding with respect to a Pre-Closing Tax Period (“Tax Contest”). Purchaser and Seller shall cooperate with each other in the conduct of any Tax Contest, which cooperation shall include the retention and the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller shall control all Tax Contests to the extent they pertain to taxes for which Seller has agreed to indemnify the Purchaser Indemnitees, provided, however, that Purchaser shall have the right to participate, at its own cost in such Tax Contest. Without the prior written consent of Purchaser, which consent Purchaser can withhold in its sole discretion, Seller shall not settle any Tax Contest if such settlement would or would reasonably be expected to increase any tax of any Purchaser Indemnitee for any taxable period ending on or after the Closing Date. (iii) Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1herein, 12.3Seller shall have the right to control any tax audit, and 12.4.2 hereofassessment, Boise Cascade shall indemnify litigation or other proceeding with respect to the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Taxes Internal Revenue Service audit of the Companies 2014 taxable year of CAM2 (the “2014 Audit”); provided, however, if any settlement of such 2014 Audit would or otherwise relating would reasonably be expected to the Assets or Business increase any tax of any Purchaser Indemnitee for all any taxable periods period ending on or before after the Closing date Date, then Purchaser’s consent shall be required for such settlement, which consent Purchaser can withhold in its sole discretion. (iv) Seller shall have the right to participate jointly with Purchaser in any tax audit, assessment, litigation or other proceeding relating to a Straddle Period and for to employ counsel of its choice at its expense. Seller and Purchaser agree to reasonably cooperate in the defense of any claim in such proceeding. (v) Seller shall be entitled to any refunds, including any interest paid thereon, attributable to all taxes of CAM2, the Limited Partner Entities and each of their respective subsidiaries which are directly or indirectly controlled by CAM2 with respect to (A) a Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, Tax Period and (B) the deemed sale portion of assets pursuant a Straddle Period ending on the day immediately prior to the Closing Date. Purchaser shall be entitled to any comparable elections refunds, including any interest paid thereon, attributable to all taxes of CAM2, the Limited Partner Entities and each of their respective subsidiaries with respect to the portion of a Straddle Period beginning on the Closing Date. Purchaser will pay Seller any amounts in respect of any tax refund or interest thereon due to Seller, as provided in this Section 12(c), within ten (10) business days of receipt of the tax refund and/or interest or within ten (10) business days after any such amount is credited to its account, including the account of CAM2, the Limited Partner Entities or any of their respective subsidiaries after the Closing Date; provided that payments to Seller under state or local tax laws this Section 12(c) shall be net of (1) any reasonable out-of-pocket costs associated in obtaining such refund of taxes, and (iii2) any liability for Taxes taxes imposed upon either on Purchaser and/or CAM2, the Limited Partner Entities or any of the Companies pursuant to Treasury Regulation section 1.1502-6 their respective subsidiaries which are directly or indirectly controlled by CAM2 as a result of being such refunds. If there is a member subsequent reduction by a governmental authority (or by virtue of the affiliated group, within the meaning of section 1504 of the Codea change in applicable tax law), of any amounts with respect to which a payment has been made to Seller by Purchaser pursuant to this Section 12(c), then Seller shall pay Purchaser the Boise Cascade and Oxford are membersamount of such reduction plus any interest or penalties imposed by a governmental authority with respect thereto. 12.4.2 Notwithstanding anything in this Agreement (vi) Any indemnification payment shall be treated for tax purposes as an adjustment to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofPurchase Price. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) From and after the contrary and except as provided in Section 5.1.1Closing, 12.3, and 12.4.2 hereof, Boise Cascade the Principal Seller shall indemnify the Purchaser and Purchaser, its affiliates (including the Company) and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) against and hold them harmless from and against (i) any all liability for Taxes of the Companies Company or otherwise relating to any affiliated group of which the Assets or Business for all taxable periods ending on or before the Closing date and Company has ever been a member for the Pre-Closing Tax Period, (ii) any all liability (as a result of Treasury Regulation § 1.1502-6(a) or otherwise) for Taxes of the Principal Seller or any other corporation which result from is or has been affiliated with the Principal Seller (Aother than the Company) the deemed sale of assets pursuant to the Elections[REDACTED], and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any all liability for Taxes imposed upon either of the Companies pursuant reasonable legal fees and expenses for any item attributable to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything any item in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against clause (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofabove. 12.4.3 (b) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, personal and intangible property Taxes (“property Taxes”) of the Company for the Pre-Closing Tax Period shall equal the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the determination 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 liability Company (other than property Taxes), which shall be calculated as provided for in subparagraph (i) above for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (c) The indemnity obligation under Section 7.01(a) in respect of Taxes for a Straddle Period shall initially be effected by its payment to the Company of the excess of (i) such Taxes for the Pre-Closing Tax Period over (ii) the amount of such Taxes paid by any Seller or any of its affiliates (other than the Company) at any time plus the amount of such Taxes paid by the Company on or prior to the Closing Date. Such excess initially shall be paid to the Company no later than 30 days following the filing of the Tax Return with respect to the final liability for such Taxes is required to be filed or, if later, is actually filed. If the amount of such Taxes paid by any Seller or any of its affiliates (other than the Company) at any time plus the amount of such Taxes paid by the Company on or prior to the Closing Date exceeds the amount payable pursuant to the preceding sentence, the Company shall pay to the Principal Seller the amount of such excess within 30 days after the Tax Return with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 7.01(c) with respect to a Straddle Period shall be accrued on appropriately adjusted to reflect any final determination (which shall include the Final Closing Statement on execution of Form 870-AD or successor form) with respect to Straddle Period Taxes. (d) Any indemnity payment to be made under this Section 7.01 (other than an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (iindemnity payment described in Section 7.01(c)) all standard deductions, exemptions, allowances and other similar items shall be apportioned paid within 10 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the Pre-Closing Period date on a per diem basis and which the relevant Taxes are required to be paid to the relevant Taxing Authority (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codeincluding as estimated Tax payments).

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) From and after the contrary Closing, the Shareholders shall jointly and except as provided in Section 5.1.1severally indemnify, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates save and hold them harmless the Buyer Indemnitees from and against against: (i) any all liability for Taxes of the Companies or otherwise relating to the Assets or Business Company for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, Tax Periods; (ii) any liability for all Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 Company resulting from all Taxes arising from the change of accounting method for federal and state income tax purposes as a result of being a member the acquisition of the affiliated group, within the meaning of section 1504 stock of the CodeCompany by the Buyer pursuant to this Agreement; (iii) all Transfer Taxes; and (iv) without duplication of Section 10.2, any and all Losses arising out of, resulting from or incident to any breach by the Shareholders or the Company of which the Boise Cascade and Oxford are membersany representation or covenant contained in Sections 3.8, 7.1 or this 7.2. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (ib) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that : (i) all standard deductionsreal, exemptions, allowances personal and intangible property Taxes and any other similar items shall be apportioned to the Pre-Closing Period Taxes levied on a per diem basis (“Per Diem Taxes”) of the Company for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period (including the Closing Date) and the denominator of which is the total number of days in the Straddle Period; and (ii) real and personal property the Taxes of the Company (other than Per Diem Taxes) for any Pre-Closing Tax Period shall be apportioned between Boise Cascade computed as if such Tax Period ended as of the close of business on the Closing Date. (c) The Shareholders’ indemnity obligations in respect of Taxes for a Pre-Closing Tax Period, as determined pursuant to Section 7.2(a), shall initially be effected by the Shareholders’ payment to Buyer of the excess of (i) any such Taxes for a Pre-Closing Tax Period (as indicated by written notice from Buyer to the Shareholders) over (ii) (A) the amount of such Taxes with respect to the Company paid by the Shareholders at any time or reserved for on the Closing Working Capital Statement and taken into account in determining the Purchaser Closing Working Capital, plus (B) the amount of such Taxes paid by the Company and its Subsidiaries on or prior to the Closing Date. The Shareholders shall pay such excess to Buyer within ten (10) days after written demand therefor is made by Buyer (but not earlier than five (5) days before the date on which the Taxes for the relevant Tax Period are required to be paid to the relevant Tax authority). In the case of a Tax that is contested in accordance with the principles provisions of Section 7.2(d), payment of the Tax to the appropriate Tax authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Tax authority or court unless payment of the Tax is required as a condition to such contest. (d) If a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to a Buyer Indemnitee pursuant to this Section 7.2, the Buyer Indemnitee shall promptly and in any event no more than twenty (20) days following the Buyer Indemnitee’s receipt of such claim, give written notice to the Shareholders of such claim; provided, however, the failure of the Buyer Indemnitee to give such notices shall only relieve the Shareholders from his or her indemnification obligations hereunder to the extent he or she is actually prejudiced by such failure. With respect to any Tax Claim relating to a Tax Period ending on or prior to the Closing Date, the Shareholders shall, upon his or her written confirmation of his or her obligation to indemnify the Buyer Indemnitees in full with respect to such Tax Claim, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) at his or her own expense; provided, however, that if the resolution of any portion of a Tax Claim would increase the Taxes of the Company and its Subsidiaries, which are not indemnified by the Shareholders under section 164(dthis Agreement, the Shareholders shall give written notice to the Buyer, and the Buyer shall be entitled to control the proceedings taken in connection with such portion of such Tax Claim. The Buyer shall control at its own expense all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period and in connection with any Tax Claim relating to Taxes of the Company for a Tax Period beginning after the Closing Date. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Claim for a Tax Period ending on or prior to the Closing Date which it is entitled to control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding without prejudice. No Tax Claim for which the Shareholders are obligated to indemnify the Buyer Indemnitees and in which the Buyer is entitled to control all proceedings may be settled without the written consent of the Shareholders, such consent not to be unreasonably withheld or delayed. The Buyer, the Shareholders, the Company and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim in accordance with Section 7.1(b). The parties shall satisfy their indemnity obligations pursuant to this Section 7.2(d) within 10 days after a final determination (within the meaning of Section 1313(a) of the CodeCode or analogous provisions of state, local or foreign Tax law) of the relevant Tax is made. (e) The Buyer covenants that, except as may required by law or by any applicable Governmental Authority, it will not and will not cause or permit the Company or any Affiliate of the Buyer to amend any Tax Return of the Company on or after the Closing Date for the period prior to the Closing Date if such amendment would increase the liability of the Shareholders pursuant to Section 7.2.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) The Controlling Shareholders hereby agree to the contrary jointly and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall severally indemnify the Purchaser and its affiliates and hold them Buyer harmless from and against any and all Taxes that are imposed upon or assessed against Descap or its Assets or Properties: (i) any liability for Taxes of the Companies or otherwise relating with respect to the Assets or Business for all taxable tax periods ending on or before prior to the Closing date and for the Pre-Closing Period, Date; (ii) any liability for Taxes with respect to a tax period which result from includes the Closing Date but does not begin or end on that day (the "Straddle Period"), the Taxes, if any, attributable to that portion of the Straddle Period beginning before and ending after the Closing Date shall be allocated (A) the deemed sale of assets pursuant to the ElectionsControlling Shareholders for the period up to and including the Closing Date, and (B) to Buyer for the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either portion of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending Straddle Period after the Closing date Date. 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 (except but does not end on) the Closing Date, the portion of such Tax related to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any Straddle Period beginning before and ending on the Closing Date shall, 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 Taxes that Tax for the entire Tax period multiplied by a fraction the numerator of which is not attributable to the Pre-number of days in the Tax period ending on and including the Closing Period) Date and the denominator of which is the number of days in the entire Tax period, and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of any Straddle PeriodTax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the determination of amount which would be payable if the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable relevant Tax period ended on and included the Closing dateDate. 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 made by means of a closing of the books and records of the Seller as of the close of business 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 such period. Notwithstanding the foregoing, the Controlling Shareholders shall be liable pursuant to this Section 6.2(a) only to the extent that such Taxes are in excess of the amounts, if any, specifically reserved for such Taxes on the balance sheet set forth in the Audited Financial Statements. (b) Sellers and Buyer agree to treat any indemnity payment made pursuant to this Article VI as an adjustment to the Closing Purchase Price for federal, state, local and foreign income Tax purposes. (c) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this Section 6.2 is asserted in writing against Buyer, Buyer shall notify Sellers of such claim or demand promptly upon the receipt thereof and shall give Sellers such information with respect thereto as Sellers may reasonably request. The failure of Buyer to notify Sellers promptly shall not relieve Sellers of their obligations under this Agreement except that to the extent such failure materially prejudices the Controlling Shareholders' ability to defend the claim or otherwise increases the Controlling Shareholders' liability in respect of the Taxes which are the subject of the claim. The Controlling Shareholders may discharge, at any time, their indemnification obligation under this Section 6.2 by paying to Buyer the amount payable pursuant to this Section 6.2, calculated on the date of such payment. If the Controlling Shareholders so notify Buyer in a timely manner, the Controlling Shareholders may, at their own expense, participate in and, upon notice to Buyer, assume and control the defense of any such Action or Proceeding (including any Tax audit), but in such case only so long as the Controlling Shareholders conduct the defense of such Action or Proceeding in good faith and diligently. If the Controlling Shareholders assume and control such defense, (i) all standard deductions, exemptions, allowances Buyer shall have the right (but not the duty) to observe the defense thereof and other similar items shall be apportioned to employ counsel (at Buyer's expense) separate from the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and counsel employed by the Purchaser in accordance with the principles under section 164(d) of the Code.Controlling Shareholders;

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Subject to the contrary terms and except as provided in Section 5.1.1conditions of this Article VII, 12.3from and after the Closing, and 12.4.2 hereofGurcke shall indemnify, Boise Cascade shall indemnify the Purchaser and its affiliates save and hold them harmless Purchaser from and against (i) any all liability for Taxes of the Companies or otherwise relating to the Assets or Business Subject Company (other than Excluded Taxes) for all taxable periods ending on or before the Closing date and for the Pre-Closing PeriodTax Periods (as shall be evidenced by any Tax Return prepared by Purchaser in accordance with Section 4.09(a) and any additional documentation reasonably requested by Sellers) except to the extent of the amount of such Taxes paid by the Subject Company at or prior to the Effective Time, or by Sellers or any of their Affiliates (other than the Subject Company) at any time; and (ii) any liability for Taxes which result arising out of, resulting from (A) the deemed sale or incident to any breach by Sellers of assets pursuant any covenant contained in Sections 4.09 or 7.04. Notwithstanding anything to the Electionscontrary in this Agreement, and Sellers shall not be liable for or pay for (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iiix) any liability for Taxes (collectively, “Excluded Taxes”) that are imposed upon either of on the Companies pursuant to Treasury Regulation section 1.1502-6 Subject Company as a result of being a member of actions taken or elections made by Purchaser or the affiliated groupSubject Company after the Effective Time, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersor (y) any Taxes subject to indemnification by Purchaser pursuant to Sections 7.04(b)(i) or 7.04(b)(ii). 12.4.2 Notwithstanding anything in this Agreement (b) Subject to the contraryterms and conditions of this Article VII, from and after the Closing, Purchaser shall indemnify Boise Cascade and its affiliates indemnify, save and hold them harmless the Seller Indemnified Parties from and against (i) any all liability for Taxes of the Companies or otherwise relating to the Assets or Business Subject Company for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the PrePost-Closing Tax Period) and ; (ii) any liability for real Taxes arising out of, resulting from or incident to the breach by Purchaser of any covenant contained in Sections 4.09 or 7.04; and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof(iii) Excluded Taxes. 12.4.3 (c) In the case of any Straddle Period: (i) real, personal and intangible property Taxes and any other Taxes levied on a per diem basis (“Per Diem Taxes”) of the Subject Company for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the determination numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of the liability Subject Company (other than Per Diem Taxes or Excluded Taxes) for any Pre-Closing Tax Period shall be computed as if such Pre-Closing Tax Period ended as of the Effective Time. (d) If a claim shall be made by, or an audit, investigation, litigation or other Proceeding is conducted by or with, any Governmental Authority with respect to Taxes, which, if successful, might result in an indemnity payment to a Person pursuant to this Section 7.04 (a “Tax Claim”), the notice provisions set forth in Section 7.05 shall apply. (e) With respect to any Tax Claim relating to a Tax Period ending on or prior to the Effective Time, Gurcke shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) at his own expense; provided, however, that Purchaser may participate in proceedings and decisions to the extent they involve Excluded Taxes. Gurcke and Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating to Taxes of the Subject Company for a Straddle Period, each paying its own expenses. Purchaser shall control at its own expense all proceedings with respect to any Tax Claim relating to a Tax Period beginning after the Effective Time. A Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax Claim which it is entitled to control pursuant to this Agreement, and the other Party shall thereupon be permitted to defend and settle such Proceeding at its own expense. (f) Gurcke’s indemnity obligation in respect of Taxes for a Pre-Closing Tax Period pursuant to Section 7.04(a)(i) shall be effected by its payment to Purchaser of such amount within ten (10) days after the determinations required by Section 7.04(a)(i) are completed (but not earlier than five (5) days prior to the date on which Taxes for the relevant Tax Period are required to be paid to the relevant Governmental Authority). If the amount of any such Taxes paid by Sellers or any of their Affiliates (other than the Subject Company) at any time plus the amount of such Taxes paid by the Subject Company at or prior to the Effective Time exceeds the amount of such Taxes for the Pre-Closing Period Tax Period, Purchaser shall be accrued on pay to Sellers the Final Closing Statement on an interim-closing-of-the-books basis as if amount of such taxable period ended on and included excess within ten (10) days after the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned Tax Return with respect to the Pre-Closing Period on final liability for such Taxes is required to be filed with the relevant Governmental Authority. In the case of a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser Tax that is contested in accordance with the principles under section 164(d) provisions of Section 7.04(e), payment of the CodeTax to the appropriate Governmental Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Governmental Authority or court.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to After the contrary and except as provided in Section 5.1.1Closing Date, 12.3, and 12.4.2 hereof, Boise Cascade the Sellers shall indemnify the Purchaser and its affiliates and hold them harmless the Buyers and the Companies from and against (i) any liability for all Taxes of the Companies or otherwise relating Sellers attributable to the Sellers’ ownership of the Acquired Assets or the operation of the Business for all on or before the Closing Date other that the Assumed Tax Liabilities, (ii) any increase in the Assumed Tax Liabilities that results from the Tax Attributes being different from the Tax Assumptions, (iii) any Taxes of the Acquired Subsidiaries attributable to any taxable periods period (or portion thereof) ending on or before the Closing date and for the Pre-Closing PeriodDate, (iiiv) any increase in Tax liability resulting from any Company being liable for any Taxes (1) of any consolidated group of which result from (A) any Company was a member on or before the deemed sale of assets Closing Date pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section Section 1.1502-6 as a result of being a member of the affiliated groupTreasury Regulations or any analogous state, within the meaning local or foreign provisions and (2) of section 1504 of the Codeany Person as transferee or successor, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies by contract or otherwise relating to the Assets or Business for any taxable period (or portion thereof) ending on or before the Closing Date and (v) any sales, use or similar Taxes the Companies or the Buyers are required to impose, collect or pay, whether or not such Taxes are payable before or after the Closing date (except Closing, to the extent such Taxes must be imposed, collected or paid on equipment, products or services sold or contracted for lease by the Companies prior to Closing. In the event a taxable period began before includes a period prior to the Closing dateDate, Taxes shall, in which the case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued Taxes, be apportioned ratably to such taxable period on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In a daily basis and, in the case of any Straddle Periodother Taxes, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if apportioned to such taxable period ended based on and included a closing of the books on the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the CodeDate.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Seller shall be liable for, and shall indemnify, defend, and hold the Purchaser Parties harmless against all Taxes of imposed on the Companies Company or otherwise relating with respect to the Assets or Acquired Business for all taxable periods (or portions thereof) ending on or before prior to the Closing date and for the Pre-Closing PeriodDate, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such Taxes are Permitted Liabilities. (ii) Purchaser and the Company shall be liable for, and shall indemnify, defend, and hold the Seller Parties harmless against all Taxes imposed on the Company or with respect to the Acquired Business for all taxable period began before periods (or portions thereof) ending after to the Closing dateDate and for any Taxes that are Permitted Liabilities. (iii) For purposes of Section 6.1(a) and this Section 6.1(c), in which case the Purchaser's indemnity will cover only that portion of any Taxes that are payable with respect to a taxable period beginning on or prior to the Closing Date and ending after the Closing Date (a “Straddle Period”) that shall be allocated to Seller is: (A)in the case of Taxes that are either (1) based upon or related to income or receipts or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; and (B)in the case of Taxes imposed on a periodic basis with respect to the assets or otherwise measured by the level of any item, shall be the product of (1) the amount of such Taxes that is not attributable to for the Pre-Closing Period) entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), and (ii2) any liability for real and personal property Taxes accrued a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Final Closing Statement subject Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 6.1(c)(iii) taking into account the type of the Tax to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 which the refund relates. In the case of any Straddle PeriodTax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 6.1(c)(iii) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (iv) Seller shall be entitled to any credit or refund of Taxes of the Company for any taxable period (or portion thereof) ending on or prior to the Closing Date, net of any Taxes borne by Purchaser or the Company as a result of its receipt of such credit or refund. (v) For the avoidance of doubt, the determination rules and procedures of the liability for Taxes for the Pre-Closing Period Article V above shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned apply to the Pre-Closing Period on a per diem basis indemnification covenants set forth in this Section 6.1. Membership Interest Purchase Agreement Page 36 of 71 Xxxxx Xxxxxxx, Singular Payments, LLC, and Payment Data Systems, Inc. (iid) real Certain Taxes. Seller shall bear and personal property pay 100% of all transfer Taxes shall be apportioned between Boise Cascade incurred in connection with this Agreement. Purchaser and Seller will cooperate in the Purchaser in accordance preparation and filing of all necessary Tax Returns with the principles under section 164(d) of the Coderespect to all such transfer Taxes.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary CES shall be responsible for and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify and hold the Purchaser Parent and its affiliates Affiliates harmless against any and hold them harmless from all Losses and against Claims attributable to (i) any liability for all Taxes (or the non-payment thereof) of the Companies or otherwise relating to the Assets or Business Cap Rock Entities for all taxable periods ending on or before the Closing date Date and the portion through the end of the Closing Date for any Straddle Period (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Cap Rock Entity (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, or (iii) any and all Taxes of any Person imposed on any of the Cap Rock Entities as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. (i) In the case of Taxes that are payable with respect to any taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”), the portion of any Taxes based on or measured by income or receipts of the Cap Rock Entities for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either Tax Period shall be determined based on an interim closing of the Companies pursuant to Treasury Regulation section 1.1502-6 books as a result of being a member of the affiliated groupclose of business on the Closing Date (and for such purpose, within the meaning of section 1504 taxable period for any partnership or other pass-through entity in which any of the Code, Cap Rock Entities holds a beneficial interest shall be deemed to terminate at such time); and the amount of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability all other Taxes for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only a Straddle Period that portion of any such Taxes that is not attributable relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period) and . (ii) Any credit or refunds of Taxes that relate to Pre-Closing Tax Periods shall be for the account of CES except to the extent that such refunds relate to carrybacks of losses or credits from post-Closing periods. Any credit or refund resulting from an overpayment of the Taxes of any liability of the Cap Rock Entities for real and personal property Taxes accrued on a Straddle Period shall be allocated to the Final portion of the Straddle Period ending at the Closing Statement subject and/or the portion of the Straddle Period beginning after the Closing based upon the method employed in Section 8.11(a)(i) above taking into account the type of Tax to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 which the credit or refund relates. In the case of any Straddle PeriodTax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.11(a) shall be computed by reference to the determination level of such items on the date of the liability for Taxes for Closing. All determinations necessary to effect the Pre-Closing Period foregoing allocations shall be accrued on made in a manner consistent with prior practice of the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included Cap Rock Entities. Payment by the Closing date, except that (iindemnifying party of any amount due under this Section 8.11(a) all standard deductions, exemptions, allowances and other similar items shall be apportioned made within ten days following written notice by the indemnified party that payment of such amounts to the Pre-Closing Period on a per diem basis and (ii) real and personal property appropriate Taxing Authority is due, provided, that the indemnifying party shall not be required to make any payment earlier than two days before it is due to the appropriate Taxing Authority. Notwithstanding anything to the contrary herein, if CES or an Affiliate receives an assessment or other notice of Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance due with the principles under section 164(d) respect to any of the CodeCap Rock Entities for which CES is not responsible, in whole or in part, pursuant to Section 8.11(a), then the CES shall immediately forward a copy of such notice to the Parent.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) The Company and Shareholders represent and warrant that all material Tax Returns for taxable periods ending on or prior to the contrary and except as provided Closing Date by, or with respect to the assets or activities of, the Company have been or will be timely filed in Section 5.1.1, 12.3accordance with all applicable laws, and 12.4.2 hereofall Taxes shown to be due on such Returns have been or will be timely paid by the Company and Shareholder, Boise Cascade and the Company and Shareholders shall indemnify the Purchaser and its affiliates Buyer and hold them Buyer harmless from against all such Taxes. (b) Other than Returns to be prepared by the Company and against Shareholders pursuant to Section 9.7(a) above, Buyer will be responsible for and will cause to be prepared and duly filed any and all Returns of the Company for any and all taxable periods (iincluding any taxable period which includes and ends after the Closing Date (an "Overlap Period")). The Company and Shareholders will be responsible for and will indemnify and hold harmless the Company and Buyer with respect to all Taxes for the Overlap Period in an amount equal to the liability for Taxes that would have resulted had the Overlap Period ended at the Closing Date (utilizing, if applicable, the actual tax rate imposed on a particular category of income by the applicable taxing jurisdiction). (c) any After the Closing Date, Buyer, on the one hand, and the Company and Shareholders, on the other hand, will make available to the other, as reasonably requested, all information, records or documents relating to the liability for Taxes of the Companies or otherwise relating to the Assets or Business Company for all taxable periods ending on prior to or before including the Closing date and for will preserve such information, records or documents until the Pre-Closing Periodexpiration of any applicable statute of limitations or extensions thereof. (d) Notwithstanding any other provision of this Agreement, (ii) including Section 9.6, upon the receipt by Buyer or the Company and Shareholders of any evidence of an actual, asserted or threatened liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant attributable to any comparable elections under state period (or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable period) ending on or prior to the Pre-Closing Periodfor which Buyer or the Company and Shareholders are claimed to be, or are held, liable and which would be subject to a claim for indemnification by Buyer or the Company and Shareholders under this Section 9.7, then the Buyer or the Company (or any successor thereof) and Shareholders are hereby authorized to apply all payments due to the Company and Shareholders under the terms of the Promissory Note of Buyer described in Section 3.1(b) hereof, to the payment of any such Tax liability by paying any such amounts directly to the appropriate governmental body. In the event that the Company and Shareholders object to or dispute the payment or satisfaction of any such Tax liability, the Company's and Shareholders' sole recourse shall be to file a claim for refund or such other appropriate claim with the governmental body to which the payment was made; provided, that (i) the cost of any such claim shall be borne solely by Company -------- and Shareholders and (ii) any liability for real Buyer shall cooperate with Company and personal property Taxes accrued on Shareholders to the Final Closing Statement subject extent reasonably requested with respect to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In such claim. Buyer shall provide Company and Shareholders with notice of the case payment of any Straddle Period, the determination of the such Tax liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles made under section 164(d) of the Codethis Section 9.7.

Tax Indemnification. 12.4.1 Notwithstanding anything 14.2.1 Subject to the provisions contained in this Agreement Clause 14.2.1, the Vendor shall pay to the contrary and except as Purchaser an amount equal to any Indemnifiable Tax (the “Tax Indemnification Claim”), provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade that the Vendor shall indemnify not be liable vis-a-vis the Purchaser (and its affiliates the Tax Indemnification Claim shall be reduced accordingly) if and hold them harmless from and against to the extent: a) the respective Tax has been paid until the Effective Date; b) liabilities (iVerbindlichkeiten) or provisions (Rückstellungen) for the respective Tax are included in the Financial Statements, c) the Purchaser, any liability for Taxes of the Target Companies or otherwise relating any of their Affiliates are entitled to any benefits in respect of Taxes that are associated with a Tax Indemnification Claim and arise for periods or portions thereof beginning after the Assets Effective Date, including (without limitation) benefits resulting from the lengthening of any amortization or Business for all taxable periods ending depreciation periods, a step-up in the Tax basis of assets or the non-recognition of liabilities or provisions (Phasenverschiebung) (herein collectively “Tax Benefits”), it being understood that the net present value of the corresponding Tax Benefits shall reduce the Tax Indemnification Claim. The net present value shall be calculated on or before the Closing date and for the Pre-Closing Period, basis of (ii) any liability for Taxes which result from (Aa) the deemed sale of assets pursuant Tax rates applicable (or expected to be applicable) in the Electionsyear in which the respective Tax Benefit arises, and (Bb) an applied discount factor of four (4) per cent p. a. If the discount period cannot be determined a period of five (5) years shall be used; d) the deemed amount of Taxes results from any transaction, action or omission (including but not limited to the change in the exercise of any Tax election right, the termination of any Tax consolidation scheme, the approval or implementation of any reorganisation measure or the sale of assets pursuant to any comparable elections under state or local tax laws and (iiiasset) taken by the Purchaser, any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Target Companies or otherwise relating to the Assets any of their Affiliates on or Business for any taxable period ending after the Closing date Date unless mandatorily required under applicable law; e) the respective Tax has been caused by a non-compliance of any Target Company, the Purchaser, or any of their Affiliates with the procedures set forth in Clauses 14.4 and 14.5; or f) the amount of Taxes has been or may be recovered from a third party (except including under an insurance policy). 63/88 14.2.2 Any amounts payable to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable Purchaser under this Clause 14.2 shall be payable and due within five (5) Business Days prior to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination due date of the liability for Taxes for respective tax but not before ten (10) Business Days after the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and Vendor has been notified by the Purchaser in accordance with the principles under section 164(d) of the Codeabout such due date.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade Seller shall indemnify the Purchaser Acquired Companies, Buyer, and its affiliates each Buyer Indemnitee and hold them harmless from and against (ia) any liability for Loss attributable to any Breach of or inaccuracy in any representation or warranty made in Section 3.25; (b) any loss attributable to any Breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article 9; (c) all Taxes of the Acquired Companies or otherwise relating to the Assets or Business business of the Acquired Companies for all taxable periods ending Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which an Acquired Company (or any predecessor of an Acquired Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on any Acquired Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing date and Date. Buyer shall indemnify Seller for any Taxes Seller is required to pay with respect to Taxes accrued during the Post-Closing Tax Period by the Acquired Companies; provided, however that Buyer shall not indemnify Seller for any Pre-Closing PeriodTaxes, (ii) any liability for regardless of whether Seller was required to pay such Pre-Closing Taxes which result from (A) after the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either Closing Date. In each of the Companies pursuant to Treasury Regulation section 1.1502above cases, together with any out-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade of-pocket fees and Oxford are members. 12.4.2 Notwithstanding anything expenses (including attorneys’ and accountants’ fees) incurred in this Agreement to the contrary, the Purchaser connection therewith. Seller shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) reimburse Buyer for any liability for Taxes of the Acquired Companies that are the responsibility of Seller (or otherwise relating Buyer shall reimburse Seller, as the case may be) pursuant to the Assets or Business for any taxable period ending this Section 9.2 within 10 days after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion payment of any such Taxes that is not attributable to the Pre-Closing Period) and by Buyer or any Acquired Company (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In or Seller as the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codemay be).

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) From and after the contrary and except as provided in Section 5.1.1, 12.3Closing, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) notwithstanding any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything language in this Agreement to the contrary, Seller shall indemnify, save and hold harmless the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless Indemnified Parties from and against all Losses based upon, arising from or related to (i) any liability all Liability for Taxes of the Companies, in each case for all Pre-Closing Tax Periods, (ii) any breach by Seller of any covenant contained in this ARTICLE VI, (iii) any Taxes imposed on the Companies as a result of the deemed asset sale effected by the Section 338 Election, and (iv) all Liability (as a result of Treasury Regulation Section 1.1502-6(a) or otherwise relating a comparable provision of state or local Applicable Law related to Taxes, or by Contract) for Taxes of any Person that is or has been an affiliate of either Company during a Pre-Closing Tax Period; provided, however, that Seller shall not be liable for or pay and shall not indemnify, defend, save or hold harmless Purchaser Indemnified Parties for any Taxes (collectively, “Excluded Taxes”) imposed on the Companies as a result of the transactions occurring on or prior to the Assets or Business for any taxable period ending Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation 1.1502-76(b)(1)(ii)(B)) to periods after the Closing date Date. (except b) From and after the Closing, Purchaser shall indemnify, save and hold harmless Seller from and against all Losses based upon, arising from or related to (i) all Liability for Taxes of the extent such taxable period began before the Closing dateCompanies, in which each case the Purchaser's indemnity will cover only that portion of for any such Taxes that is not attributable to the PrePost-Closing Tax Period) , and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to breach by Purchaser of any adjustment made pursuant to Section 4.3 hereofcovenant contained in this ARTICLE VI. 12.4.3 (c) In the case of any Straddle Period: (i) real, personal and intangible property Taxes and any other Taxes levied on a per diem basis (collectively, “Per Diem Taxes”) of either Company for a Pre-Closing Tax Period will be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the determination numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of either Company (other than Per Diem Taxes) for any Pre-Closing Tax Period will be computed as if such Tax Period ended as of the close of business on the Closing Date. (d) Seller’s indemnity obligations in respect of Taxes for a Pre-Closing Tax Period (including the Tax liability for Taxes for the Pre-Closing Tax Period shall portion of a Straddle Period), as determined pursuant to Section 6.6, will initially be accrued on effected by Seller’s payment to Purchaser of the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that excess of (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned any such Taxes for a Pre-Closing Tax Period over (ii) the sum of (A) the amount of such Taxes with respect to the Companies paid by Sellers at any time plus (B) the amount of such Taxes paid by the Companies on or prior to the Closing Date. Seller shall pay such excess to Purchaser at the time specified in Section 6.1(a). If the sum of (A) the amount of any such Taxes paid by Seller at any time plus (B) the amount of such Taxes paid by the Companies on or prior to the Closing Date exceeds the amount of such Taxes for a Pre-Closing Tax Period, Purchaser shall pay to Seller the amount of such excess at the time specified in Section 6.1(d). In the case of a Tax that is contested in accordance with the provisions of Section 6.6(e), payment of the Tax to the appropriate Taxing Authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Taxing Authority or court. (e) If a claim will be made by any Taxing Authority that, if successful, might result in an indemnity payment to an Indemnified Party pursuant to this Section 6.6, the Indemnified Party shall promptly and in any event no more than twenty (20) days following the Indemnified Party’s receipt of such claim, give written notice to the Indemnifying Party of such claim (a “Tax Claim”); provided, however, the failure of the Indemnified Party to give such notices will relieve the Indemnifying Party from its indemnification obligations hereunder only to the extent that it is actually prejudiced by such failure. With respect to any Tax Claim relating to a Tax Period ending on or prior to the Closing Date, Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) at its own expense; provided, however, that if the resolution of any portion of a Tax Claim would increase the Taxes of the Companies for a Tax Period after the Closing Date by more than $50,000, Seller shall give written notice to Purchaser, which will be entitled to jointly control only the proceedings taken solely in connection with such portion of such Tax Claim. Moreover, if the resolution of any portion of a Tax Claim for a Post-Closing Tax Period would increase the Taxes of the Companies for a Pre-Closing Period on by more than $50,000 for which Seller would be liable, Purchaser shall give written notice to Seller, which will be entitled to jointly control only the proceedings taken solely in connection with such portion of such Tax Claim. Seller and Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies for a per diem basis and (ii) real and personal property Taxes Straddle Period. Purchaser shall be apportioned between Boise Cascade control at its own expense all proceedings with respect to any Tax Claim relating to a Tax Period beginning after the Closing Date. A Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax Claim that it is entitled to control pursuant to this Agreement, and the other Party will thereupon be permitted to defend and settle such proceeding without prejudice. No Tax Claim in which Seller and Purchaser are entitled to jointly control all proceedings may be settled without the written consent of Seller and Purchaser, such consent not to be unreasonably withheld or delayed. Seller, the Companies and Purchaser (and each of their respective affiliates) shall reasonably cooperate with each other in contesting any Tax Claim in accordance with Section 6.2. (f) The Parties shall satisfy their indemnity obligations pursuant to this Section 6.6 within ten (10) days after a final determination (within the principles under section 164(dmeaning of Section 1313(a) of the Code) of the relevant Tax is made.

Tax Indemnification. 12.4.1 Notwithstanding anything (a) The Company Shareholders will, jointly and severally, indemnify and hold harmless Parent for, and will pay to Parent, the amount of any (x) Tax of any Acquired Company for the Tax Indemnification Period, except for Taxes arising out of or resulting from the Section 338(h)(10) Elections or any transaction not in this Agreement the Ordinary Course of Business occurring on the Closing Date but after the Effective Time, in excess of the sum of the amount reflected in reserves on the Interim Balance Sheet (excluding any provision for Deferred Taxes) plus Tax liabilities incurred in the Ordinary Course of Business since the date of the Interim Balance Sheet as a consequence of an adjustment which increases the Tax liability of any Acquired Company for any Pre-Closing Tax Period, (y) Tax of any Acquired Company resulting from a breach of the provisions of Section 3.10, and (z) Damages incurred by any of Parent, Acquisition, the Surviving Corporation, the Acquired Companies, and the other Indemnified Persons arising out of or incident to the contrary and except as provided imposition, assessment or assertion of any Tax described in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify (x) or (y) including those incurred in the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise contest in good faith in appropriate proceedings relating to the Assets imposition, assessment or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion assertion of any such Taxes that is not attributable to the Pre-Closing Period) Tax, and (ii) any liability as transferee, provided, that in the event that Section 338(h)(10) Elections are not made, the amount of any Damages for real which indemnification is provided under this Section 11.2(a) shall be reduced by any related Tax benefit if and personal property Taxes accrued on when actually realized or received in respect of such Damages. The amount of any such Tax benefit shall be determined by the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofindependent accountants for the Surviving Corporation. 12.4.3 In (b) For purposes of this Section, in the case of any Straddle PeriodTaxes 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 determination portion of such Tax related to the liability for 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 Pre-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 Period shall 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 any gross receipts, sales or use Tax, be accrued on deemed equal to the Final Closing Statement on an interim-closing-of-the-books basis as amount which would be 65 payable if such taxable the relevant Tax period ended on and included the Closing date, except Date. The portion of any credits relating to a Tax period that (i) all standard deductions, exemptions, allowances begins before and other similar items ends after the Closing Date shall be apportioned determined as though the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the Pre-foregoing allocations shall be made in a manner consistent with prior practice of Andal and the Acquired Companies. (c) Parent and the Surviving Corporation will, jointly and severally, indemnify and hold harmless the Company Shareholders for, and will pay to the Company Shareholders the amount of any (x) Tax imposed on income of the Company earned after the Closing Period on a per diem basis Date and (iiy) real Damages arising out of or incident to the imposition, assessment or assertion of any Tax described in (x) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codeany liability as transferee.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (i) To the contrary extent that any of the following Damages exceed $1,000,000 plus the amount of any unused Indemnity Credit (the "Tax Basket"), Seller shall indemnify, defend and hold harmless the Acquiror Group from and against any and all Damages asserted against, resulting to, imposed on or suffered by the Acquiror Group, or any member of the Acquiror Group, directly or indirectly, by reason of or resulting from (A) except as provided in Section 5.1.1subparagraph (iii)(C) below, 12.3, any and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) all Taxes other than U.K. Taxes imposed upon any liability for Taxes of the Companies Company or otherwise relating the Affiliated Entities (x) with respect to the Assets or Business for all any taxable periods period ending on or before the Closing date Date (such Taxes (excluding Acquiror Taxes and for the UK Taxes) are hereinafter referred to as "Pre-Closing Taxes" and such periods as "Pre-Closing Periods") and (y) with respect to any taxable period beginning before the Closing Date and ending after the Closing Date (such Taxes are hereinafter referred to as "Straddle Taxes" and such periods as "Straddle Periods") but only with respect to the portion of such Straddle Period ending on the close of the Closing Date and in the manner provided in Section 8.9(e)(iv) hereof; (B) the breach of any representation made pursuant to Section 6.20 hereof; and (C) any and all Taxes imposed upon the Company or any Affiliated Entity pursuant to Treasury Regulation 1.1502-6 or comparable provision under state or local law. For purposes of the foregoing, if a Tax imposed upon an Affiliated Entity for a Pre-Closing Period or for the pre-closing portion of any Straddle Period results in a Tax Benefit for another Affiliated Entity for a Pre-Closing Period or for the pre-closing portion of any Straddle Period, any obligation of Seller to indemnify the Acquiror Group pursuant to this Section 8.9 shall be reduced by the amount of such Tax Benefit to the extent that such Tax Benefit is Actually Realized. (ii) Without limiting the generality of Section 8.9(e)(i) above, Seller shall indemnify, defend, and hold harmless the Acquiror Group from and against any liability for Taxes which result and all Damages asserted against, resulting to, imposed on, suffered by the Acquiror Group, or any one of them, directly or indirectly, by reason of or resulting from (A) the deemed sale failure of assets pursuant any of the Company or any of the Affiliated Entities referred to in Section 6.20(a) hereof to be S corporations or the Electionstermination of the status of the Company or any of the Affiliated Entities referred to in Section 6.20(a) hereof as S corporations, and (B) except for Acquiror Taxes, the deemed sale imposition of assets pursuant to any comparable elections under state or local tax laws and Taxes on the Company for any taxable period in which the Company's election of subchapter S status was in effect (iii) any liability for Taxes imposed upon either including, but not limited to, those taxes described in Section 1375 of the Companies pursuant to Treasury Regulation section 1.1502-6 Code), or (C) the imposition of any Taxes on the Company or any of the Affiliated Entities as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersElection other than Acquiror Taxes. 12.4.2 Notwithstanding anything in this Agreement to the contrary(iii) Acquiror shall indemnify, the Purchaser shall indemnify Boise Cascade and its affiliates defend and hold them harmless the Seller Group from and against (i) any liability for and all Damages, asserted against, resulting to, imposed on or suffered by the Seller Group, or any one of them, directly or indirectly, by reason of or resulting from any and all Taxes imposed upon the Company or any of the Companies or otherwise relating Affiliated Entities with respect to the Assets or Business for (A) any taxable period ending beginning after the Closing date Date (except such Taxes are hereinafter referred to as "Post-Closing Taxes" and such periods as "Post-Closing Peri- ods"), (B) any Straddle Taxes for any Straddle Period, but only with respect to the extent portion of such taxable period began before Straddle Period beginning the day after the Closing dateDate and in the manner provided for in Section 8.9(e)(iv) and (C) federal, state and local income Taxes incurred by the Company under Section 1374(a) of the Code and attributable to assets held by the Company for the first taxable year for which an S election was in effect for the Company and which case are held by the Purchaser's indemnity will cover only that Company at the Closing ("Acquiror Taxes"). (iv) For purposes of determining the amount of Taxes for or which relate to a Straddle Period, the Closing Date shall be treated as the last day of a tax- able period, and the portion of any such Taxes Tax that is not attributable allocable to the Pre-taxable period that is so deemed to end on and include the Closing PeriodDate: (A) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any Straddle Periodsale, the determination transfer, assignment or distribution of the liability for Taxes for the Pre-Closing Period property (real or personal, tangible or intangible), shall be accrued on deemed equal to the Final Closing Statement on an interim-closing-of-the-books basis as amount which would be payable if the period for which such taxable period Tax is assessed ended on and included the Closing dateDate, except that determined, to the extent permissi- ble under applicable laws, in a manner which is consistent with Seller's accounting practices and business operations as in effect prior to the Closing Date, and (iB) all standard deductionsin the cases of Taxes other than Taxes described in clause (A) hereof, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period computed on a per diem basis determined, to the extent permissible under applicable laws, in a manner which is consistent with Seller's accounting practices and business operations as in effect prior to the Closing Date. (v) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") shall be deliv- ered, sent, commenced, or initiated to or against the Company or any of the Affiliated Entities by any taxing authority with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party, the Company or Affiliated Entity shall promptly notify Seller in writing of the Tax Claim. If a Tax Claim with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party shall be delivered, sent, commenced or initiated to or against Seller by any taxing authority, Seller shall promptly notify Acquiror in writing of such Tax Claim. (vi) Seller may, upon timely notice to Acquiror, assume and control the defense of a Tax Claim involving only Pre-Closing Taxes at Seller's own cost and expense and with Seller's own counsel and Acquiror and its Affiliates agree to cooperate with Seller in pursuing such contest. If Seller elects to assume the defense of any such Tax Claim, notwithstanding anything to the contrary contained herein, (A) Seller shall consult with Acquiror and shall not enter into any settlement with respect to any such Tax Claim without Acquiror's prior written consent if the effect of such settlement would be to increase the liability for Taxes of the Company or any of the Affiliated Entities for any Post-Closing Period, which consent shall not unreasonably be withheld; (B) Seller shall keep Acquiror in- formed of all material developments and events relating to such Tax Claim; and (iiC) real at its own cost and personal property expense, Acquiror shall have the right to participate in (but not to control) the defense of such Tax Claim. (vii) In connection with the contest of any Tax Claim that re- lates to (A) any Post-Closing Period, (B) any Straddle Period, (C) any Acquiror Taxes and (D) any Tax Claim that Seller has the ability to control but does not timely elect to control pursuant to Section 8.9(e)(vi), such contest shall be apportioned between Boise Cascade controlled by Acquiror, and Seller agrees to cooperate with Acquiror and its Affiliates in pursuing such contest. In connection with any such contest that relates to (B), (C) or (D) above, Acquiror shall keep Seller informed of all material developments and events relating to such Tax Claim and Seller, at Seller's own cost and expense, shall have the Purchaser right to participate in accordance (but not control) the defense of such Tax claim. Acquiror shall not enter into any settlement with respect to any such Tax Claim without Seller's prior written consent if the principles under section 164(d) effect of such settlement would be to increase the liability for Taxes of the CodeCompany or any of the Affiliated Entities for which Seller would be liable or responsible pursuant to any provision of this Section 8.9, which consent shall not unreasonably be withheld. Nothing contained herein shall be construed as limiting Acquiror's right to indemnification under this Section 8.9. (viii) In the event that (A) after the Closing Date, there is an increase in the earnings and profits for the 1996 taxable year of any Affiliated Entity which was a "controlled foreign corporation" within the meaning of Section 957 of the Code on or prior to the Closing Date, (B) such increase in earnings and profits is allocated to Seller, (C) such allocation results in a portion of the payments received by Seller pursuant to this Agreement being recharacterized as ordinary income (as opposed to capital gain), and (D) such increase in earnings and profits results from a change made by Acquiror in the accounting practices or business operations of the Affiliated Entity before January 1, 1997, or any other extraordinary transaction outside the ordinary course of business before January 1, 1997, or from any purchase of preferred shares in the Acquiror Group or any sale of UK Securities, then Acquiror shall reimburse Seller for the incremental tax costs to Seller arising from such recharacterization.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Seller hereby indemnifies each Buyer Indemnitee against and agrees to hold each Buyer Indemnitee harmless from any (w) Tax of SPC-5 related to the contrary Tax Indemnification Period, (x) Tax of SPC-5 resulting from a breach of the provisions of Section 8.03(b), (y) Section 338 Tax 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 (w), (x) or (y), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Tax, and any liability as transferee, (the sum of (w), (x), (y) and (z) being referred to herein as a "LOSS"). (b) For purposes of this Section, in the case of any Tax that is imposed on a periodic basis and is payable for a Tax period that includes (but does not end on) the SPC-5 Delivery Date, the portion of such Tax related to the portion of such Tax period ending on the SPC-5 Delivery Date shall (x) in the case of any Tax other than a gross receipts, sales or use Tax and a Tax 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 the SPC-5 Delivery 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 or use Tax and any Tax 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 SPC-5 Delivery Date. Any credits relating to a Taxable period that begins before and ends after the SPC-5 Delivery Date shall be taken into account as though the relevant Tax period ended on the SPC-5 Delivery Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of AIG and its subsidiaries. (c) 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. (d) Any payment pursuant to this Section shall be made not later than 30 days after receipt by Seller of written notice from Buyer stating that any Loss has been paid by a Buyer Indemnitee and the amount thereof and of the indemnity payment requested. (e) Buyer agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder and of any Loss, which Buyer deems to be within the ambit of this Section (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 as provided in Section 5.1.18.06(f), 12.3upon notice to Buyer, and 12.4.2 hereofassume the defense of any such suit, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against action or proceeding (including any Tax audit); provided that (i) Seller's counsel is reasonably satisfactory to Buyer (ii) Seller shall thereafter consult with Buyer upon Buyer's reasonable request from time to time with respect to such suit, action or proceeding (including any Tax audit), and (iii) 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 for Taxes of Buyer, any of its Affiliates or, upon delivery of the Companies SPC-5 Shares, SPC-5. 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 otherwise relating any portion thereof, with respect to which Buyer seeks indemnity is not within the Assets ambit of this Section. If Seller elects not to assume such defense, Buyer may pay, compromise or Business for all taxable periods ending on or before contest the Closing date and Tax at issue. Seller shall be liable for the Pre-Closing Periodfees 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) Buyer shall control the defense of any claim that relates to (i) Taxes described in Section 8.06(b) or (ii) any liability for Taxes separate Return filed by SPC-5. (g) Seller shall not be liable under this Section with respect to any Tax resulting from a claim or demand the defense of which result from (ASeller was not offered the opportunity to assume as provided under Section 8.06(e) the deemed sale of assets pursuant hereof to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections extent Seller's liability under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 this Section is materially adversely affected as a result thereof. No investigation by Buyer or any of being a member its Affiliates at or prior to the SPC-5 Delivery Date shall relieve Seller of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersany liability hereunder. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (ih) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion Any claim of any Buyer Indemnitee (other than Buyer) under this Section may be made and enforced by Buyer on behalf of such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofBuyer Indemnitee. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) The Sellers hereby agree, severally and not jointly or jointly and severally, to the contrary indemnify and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify hold harmless the Purchaser and its affiliates and hold them harmless the Company from and against the following Taxes and any loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any such Taxes or pursuing any claim hereunder: (i) any liability for Taxes of imposed on the Companies or otherwise relating Company with respect to the Assets or Business for all taxable periods ending on or before the Closing date Date, excluding Taxes which have been accrued or reserved for in the Reference Balance Sheet (without regard to any reserve for deferred Taxes which reflects timing differences between book and Tax income); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Company which are allocable, pursuant to Section 8.1(b), to the portion of such period ending on the Closing Date, excluding Taxes which have been accrued or reserved for in the Reference Balance Sheet (without regard to any reserve for deferred Taxes which reflects timing differences between book and Tax income); (iii) Taxes imposed on the Purchaser or the Company as a result of any breach of warranty or misrepresentation under Section 5.9 or any failure by such Seller to fulfill his, her or its obligations under this Article VIII; and (iv) any and all stock transfer, stamp, or similar Taxes payable in connection with the transactions contemplated hereby. (b) In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (other than conveyances pursuant to this Agreement), deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of Taxes not described in subparagraph (i) that are imposed on a periodic basis and measured by the level of any item, deemed to be the amount of such Taxes for the Preentire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (c) The Sellers agree, severally and not jointly or jointly and severally, to indemnify the Purchaser and the Company from and against any and all assessments, costs, and expenses that the Purchaser or the Company may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of the Company for or on account of Taxes of any Person whether (i) under Treas. Reg. section 1.1502-Closing Period6 (or any similar provision of state, local or foreign law), (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Electionsas a transferee or successor, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated groupby contract, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersor (iv) otherwise. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating The Seller shall be liable for, shall pay to the Assets or Business for appropriate Tax authorities, and shall indemnify and hold the Purchaser harmless against, all Taxes that are due and payable with respect to Holdings and any other company, except the Company and its Subsidiaries, with which Holdings files a consolidated Federal tax return and that relate to (A) the taxable periods ending before or on or before the Closing date and for Date, (B) the Pre-Closing PeriodPeriod (excluding taxable income or loss, (ii) any liability for Taxes which result from (A) and all other items, of the deemed sale Company after the closing of assets pursuant to the ElectionsMerger), and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iiiC) any liability for Taxes imposed upon either of the Companies pursuant to liabilities arising under Treasury Regulation section 1.1502-6 and similar provisions of foreign, state or local law. The Seller shall be liable for, and shall indemnify and hold the Purchaser and the Company and its Subsidiaries harmless against, any liabilities arising under Treasury Regulations section 1.1502-6 or under similar provisions of foreign, state or local law to which the Company or its Subsidiaries may be subject as a result of being a member any Subsidiaries of the affiliated groupCompany having joined with the Seller (or its affiliates) in the filing of consolidated, within combined, or unitary Tax Returns. The Seller shall be entitled to all Tax refunds (including interest) attributable to the meaning of section 1504 of the Code, taxable periods in respect of which the Boise Cascade and Oxford are membersSeller is so obligated to indemnify the Purchaser under this Section 8.2(c)(i). 12.4.2 Notwithstanding anything in this Agreement (ii) The Purchaser and Holdings shall be liable for, shall pay to the contraryappropriate Tax authorities, the Purchaser and shall indemnify Boise Cascade and its affiliates and hold them the Seller harmless from and against (i) any liability for all Taxes of Holdings that relate to (A) the Companies or otherwise relating to the Assets or Business for any taxable period ending periods that begin after the Closing date Date and (except B) the Post-Closing Period (including taxable income or loss, and all other items, of the Company after the closing of the Merger). The Purchaser and Holdings shall be entitled to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not Tax refund (including interest) attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case taxable periods in respect of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and which the Purchaser in accordance with and Holdings are so obligated to indemnify the principles Seller under section 164(d) of the Codethis Section 8.2(c)(ii).

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary Sellers shall, jointly and except as provided in Section 5.1.1severally, 12.3, indemnify and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser hold harmless Buyer and each Company and its affiliates and hold them harmless Subsidiaries from and against (i) any liability for Taxes attributable to a breach or inaccuracy of the Companies a representation, warranty or otherwise relating to the Assets covenant contained in Section 4.24 or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing PeriodArticle XI, (ii) any liability for Taxes which result from (A) the deemed sale for any Company or any of assets pursuant its Subsidiaries attributable to the ElectionsPre-Closing Period in excess of the amount reserved in the Closing Balance Sheet, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to under U.S. Treasury Regulation section Section 1.1502-6 as a result (or any similar provision under state, local or foreign law) attributable to Seller or any Affiliate of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against Seller (i) any liability for Taxes of other than the Companies or otherwise relating their Subsidiaries). Refunds. Sellers shall be entitled to any refunds of Taxes (including interest thereon) actually received by Buyer or an Affiliate of Buyer which were paid by Sellers, any Company or any of their Subsidiaries (other than those reflected as assets on the Closing Balance Sheet) payable with respect to the Assets operations of any Company or Business any of its Subsidiaries for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, included in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period, other than refunds resulting from a carryback of a tax attribute of any Company or any of its Subsidiaries from a period beginning after the Pre-Closing Period to a period included in the Pre-Closing Period. Buyer shall be entitled to all other refunds of Taxes with respect to the operations of any Company or any of its Subsidiaries. Refunds to which Sellers are not entitled shall be retained by Buyer or an Affiliate of Buyer, and shall not be paid to Sellers, and if received by Sellers, shall be paid over to Buyer within fifteen (15) Business Days after receipt. Filing of Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each Company and its Subsidiaries for all (i) taxable years ending on or prior to the Closing Date which are filed after the Closing Date, (ii) taxable years beginning prior to the Closing Date and ending after the Closing Date, and (iii) taxable years beginning after the Closing Date. Buyer shall permit Sellers to review and comment on each Tax Return described in (i) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject above prior to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability filing. Sellers shall reimburse Buyer for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that paid in (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property above within fifteen (15) days of payment by Buyer or an Affiliate of Buyer to the extent such Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codeare subject to Sellers' obligation to indemnify Buyer pursuant to Section 11.2.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except (a) Except as provided in Section 5.1.18.7, 12.3Seller shall be responsible for, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them Buyer and the Company harmless from and against (i) any liability for Taxes of imposed on the Companies or otherwise relating to the Assets or Business Company for all any taxable periods period ending on or before the Closing date Date, and for the portion of any Straddle Period (as defined below) ending on the Closing Date (a "Pre-Closing Tax Period"), (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either on any member of any affiliated group with which the Companies pursuant to Treasury Regulation section 1.1502-6 Company files or has filed a Tax Return on a consolidated or combined basis for any taxable period of such affiliated group that includes the Closing Date or any date preceding the Closing Date; and any Taxes imposed on Buyer or the Company as a result of being a member any material breach of warranty or misrepresentation under Section 6.16 (the affiliated group"Pre-Closing Taxes") and, within in either case, any liability, loss, cost or expense, including reasonable attorneys' fees, related thereto. Except as provided in Section 8.7, Buyer shall be responsible for, and shall hold Seller harmless against, any Taxes imposed on the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability Company for Taxes of the Companies or otherwise relating to the Assets or Business for any all taxable period periods ending after the Closing date Date (except with respect to the extent such taxable period began before the Closing datea Straddle Period, in which case the PurchaserBuyer's indemnity will cover only that portion of any such Taxes that is do not relate to a Pre-Closing Tax Period), and any liability for Taxes attributable to a breach by Buyer of its obligations solely under this Article VIII (the "Post-Closing Taxes") and any liability, loss, cost or expense, including reasonable attorneys' fees, related thereto. (b) In the case of any taxable period that includes but does not end on the Closing Date (a "Straddle Period"), Taxes of the Company for the Straddle Period shall be computed as if the Company had not been included in a consolidated, combined or unitary Tax Return with Seller or any other corporation, but rather, as if the Company had filed a separate Tax Return to the extent that filing in such manner would have been allowed by the applicable taxing authority if Seller had not owned any of the stock of the Company or, to the extent that filing in such manner would not have been allowed by the applicable taxing authority, on an entity-by-entity basis, and otherwise consistent with past practice and shall be allocated to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Tax Period shall be accrued on the Final Closing Statement on using an interim-closing-of-the-books basis as if method assuming that such taxable period ended on and included at the close of the Closing dateDate, except that (iA) all standard deductions, exemptions, allowances and other similar items or deductions that are allowed on an annual basis shall be apportioned to the Pre-Closing Period on a per per-diem basis and (iiB) real property, personal property, intangibles and personal property Taxes other similar taxes shall be apportioned between Boise Cascade and the Purchaser allocated in accordance with the principles under section of Section 164(d) of the Code. (c) Notwithstanding anything in this Agreement to the contrary, Seller shall have no liability under this Agreement in respect of Taxes of the Company which are attributable to any action of Buyer or any of its affiliates (including, without limitation, the Company) that occurs after the Closing on the Closing Date. (d) To the extent that an indemnification obligation of one party pursuant to Section 8.2 may overlap with another indemnification obligation of such party pursuant to this Section 8.2, the party entitled to such indemnification shall be limited to only one of such indemnification payments. (e) Whenever in accordance with this Article VIII Buyer shall be required to pay Seller an amount in respect of Post-Closing Taxes or Seller shall be required to pay Buyer an amount in respect of Pre-Closing Taxes, 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. 12.4.1 Notwithstanding anything in this Agreement to (a) After the contrary Closing Date, Sellers shall jointly and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall severally indemnify the Purchaser and its affiliates and hold them harmless the Purchaser, the Company and each Subsidiary from and against any and all Losses resulting from, arising out of or relating to (i) any liability for Taxes of the Companies Company (or otherwise any Subsidiary) (except to the extent reflected in or reserved against in the Financial Statements) relating to the Assets or Business for all taxable (x) any periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, Date and (By) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes Straddle Period that is not attributable to ends on the Pre-Closing PeriodDate (calculated as set forth in Section 8.01(c) above) and (ii) without duplication of amounts included in clause (i), without regard to the tax period to which the Tax relates, any Taxes resulting from a breach of the representations in Section 2.13. The indemnity provided in the foregoing sentence shall include, without limitation, any Tax liability arising by reason of the Company or any Subsidiary being severally liable for real any Taxes of another person pursuant to Treasury Regulation §1.1502-6 or any analogous state, local or foreign Tax provision, by contract as a transferee or otherwise and personal property any Tax liability incurred in connection with the transactions contemplated by this Agreement; including, if determined by Purchaser, the making of an election pursuant to Code Section 338(h)(10). Notwithstanding anything to the contrary contained herein, the Sellers shall be required to indemnify the Purchaser for Taxes accrued payable by the Company resulting from a Code Section 338(h)(10) election on the Final Closing Statement subject sale to any adjustment made Purchaser of the Company shares only to the extent such Taxes exceed $500,000. Sellers shall be responsible to determine the calculations to be included in the relevant Tax Returns with respect to such Taxes payable by the Company and, in their capacities as officers of the Company, shall execute and file such Tax Returns. (b) If Purchaser determines to make the Election pursuant to Section 4.3 hereof. 12.4.3 In 8.02 above, Purchaser shall indemnify and hold harmless Sellers from and against Taxes imposed on Sellers equal to the case excess, if any, of any Straddle Period, (x) income Taxes payable by the determination of Sellers in connection with the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that transactions contemplated by this Agreement (other than (i) all standard deductionsany Taxes payable by the Company in connection with the recognition of any built-in gain that existed at the time the Company converted to S Corporation status, exemptionswhich, allowances for the avoidance of doubt, Sellers are obligated to indemnify the Purchaser against pursuant to Section 8.03(a)), over (y) the income Taxes Sellers would have paid had the Purchaser not determined to make the Election pursuant to Section 8.02 hereof and other similar items Sellers were taxed on the gain realized on the sale of the Shares. Payment by Purchaser to Sellers under this Section 8.03(b) shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance made simultaneously with the principles under section 164(d) Sellers’ execution of the CodeElections pursuant to Section 8.02, with subsequent adjustments, if any, based upon amended Tax Returns and/or final determination pursuant to any Tax audit.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Seller, for itself and on behalf of each of the Selling Affiliates, agrees to the contrary be responsible for and except as provided in Section 5.1.1, 12.3, to indemnify and 12.4.2 hereof, Boise Cascade shall indemnify the hold Purchaser and its affiliates and hold them each Purchasing Affiliate harmless from and against any and all of the following: (i) any and all Taxes (other than Transfer Taxes, which are governed by Article 8) owed by Seller or any Selling Affiliate for any taxable period prior to or as of the Closing Date or the applicable Foreign Closing Date which are Taxes Which May Give Rise To Any Transferee Tax Liability (excluding the Assumed Real Property Taxes); (ii) any and all Tax Liens on any Asset arising with respect to any tax AMENDED ASSET PURCHASE AGREEMENT 80 periods (or portions thereof) ending on or prior to the Closing Date or the applicable Foreign Closing Date (except the Assumed Real Property Taxes); (iii) any breach or inaccuracy of any of the representations or warranties of Seller contained in Section 2.9 hereof, and with respect to any tax periods (or portions thereof); (iv) any breach of any covenant of Seller contained in Article 8; and (v) any liability for Taxes in respect of any indemnity payment made pursuant to the foregoing Section 11.1(a)(i), (ii), (iii) and (iv) and this Section 11.1(a)(v) so that Purchaser or Purchasing Affiliate shall have received such indemnity payment on an after-tax-basis. Any such payment shall assume that Purchaser and any Purchasing Affiliate is taxable at the highest marginal statutory rate in effect for the relevant period. Notwithstanding the foregoing, no indemnity payment shall be due from Seller or any Selling Affiliate to Purchaser or any Purchasing Affiliate under this Section 11.1 with respect to the foregoing unless the indemnity payment exceeds Two Thousand Five Hundred Dollars ($2,500.00) (a "De Minimis Indemnity Amount"), provided that such limitation shall not apply after the total sum of all De Minimis Indemnity Amounts exceeds One Hundred Twenty-Five Thousand Dollars ($125,000.00). (b) All amounts payable as indemnities pursuant to Section 11.1(a) shall be (i) treated, to the extent permitted by the applicable Laws of the Companies or otherwise relating applicable Taxing Authority, as an adjustment to the Purchase Price, and (ii) payable within five (5) days after written demand by Purchaser to Seller. Notwithstanding the foregoing, if, in the case of Section 11.1(a)(i) or (ii), such Taxes are contested pursuant to Section 11.1(c) hereof and as a result of such contest, Purchaser's obligation to pay such Taxes is stayed pending the outcome of such Tax Proceeding, Seller shall be obligated to pay Purchaser such indemnity upon the earlier of the resolution of the Tax Proceeding or the termination of the stay. (c) In the event that any audit or examination shall be instituted, or any deficiency asserted or assessment made, or any administrative or court proceeding commenced by the IRS or any other Taxing Authority (a "Tax Proceeding") with respect to any Taxes described in Section 11.1(a)(i) or (ii) (an "Indemnifiable Tax"), the party receiving such notice shall promptly cause written notice of the Tax Proceeding to be forwarded to the other party. Provided that Seller is not in violation of its obligations under this Section 11.1 and does not contest its obligation to indemnify Purchaser pursuant to Section 11.1(a), Seller shall have the right to elect, at its sole option and expense, and subject to the provisions of this Section 11.1(c), to contest the such Indemnifiable Tax in the name of Seller and/or any applicable Selling Affiliate in the Tax Proceeding and settle, pay or adjust any amount owed with respect to such Indemnifiable Tax with counsel of its choice; provided that such counsel shall be reasonably satisfactory to Purchaser. In the event Seller elects to contest such AMENDED ASSET PURCHASE AGREEMENT 81 Indemnifiable Tax in such Tax Proceeding, Seller shall within five (5) days (or sooner, if the nature of the Tax Proceeding so requires) notify Purchaser of its intent to do so. Provided that Purchaser shall believe, in its sole discretion, that the Tax Proceeding may impact any future tax issue related to the Purchased Assets or Business for all taxable periods ending on or before Purchaser's operation of the Closing date Business, Purchaser shall have (i) the right to participate fully in the Tax Proceeding, including through separate counsel of its own choosing at its sole cost and for the Pre-Closing Periodexpense, (ii) the right to receive reasonable advance notice from Seller of any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Electionsmeetings, and (B) the deemed sale of assets pursuant to any comparable elections under state hearings or local tax laws proceedings, and (iii) the right to review in advance and comment on any liability for Taxes imposed upon either of the Companies pursuant pleadings, briefs or other documents to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement be filed or otherwise disclosed or provided to the contraryTaxing Authority, their counsel or any court or administrative agency. Seller shall not consent to any judgment or enter into any settlement, closing or other agreement with respect to any Tax Proceeding without the prior written consent of Purchaser shall indemnify Boise Cascade (such consent not to be unreasonably withheld, conditioned or delayed if, and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating only to the Assets extent, such settlement, closing or Business for other agreement relates solely to an Indemnifiable Tax and has no binding or preclusive effect upon Purchaser with respect to any taxable period ending after the Closing date (except to Date or the extent such taxable period began before the applicable Foreign Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofDate). 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary (a) Seller Parent and except as provided in Section 5.1.1, 12.3Seller shall be jointly and severally responsible for and shall pay, and 12.4.2 hereof, Boise Cascade shall jointly and severally indemnify the Purchaser and its affiliates and hold them the Purchasing Parties, the Company and their respective Subsidiaries (each a “Tax Indemnitee”) harmless from from, any and against all Losses incurred by the Company or any of its Subsidiaries in respect of its income, business, property or operations or for which the Company or any of its Subsidiaries may otherwise be liable (i) any liability for Taxes of the Companies or otherwise relating that are allocated to the Assets or Business for all taxable periods ending on or before the Closing date Seller Parent and for the Pre-Closing Period, Seller pursuant to Section 6.02; (ii) for which the Company or any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 its Subsidiaries may otherwise be liable as a result of being included in a member of the affiliated group, within the meaning of section 1504 of the Code, consolidated group of which the Boise Cascade Company or any of its Subsidiaries was a member prior to the Closing Date pursuant to Treasury Regulations Section 1.1502-6 or any analogous provision of state, local or foreign Tax Law any payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which the Company or any of its Subsidiaries was obligated, or was a party, on or prior to the Closing Date; (iii) that arise from or relate to the breach by the Selling Parties of Section 2.15(k) or Section 5.01(a)(xiii); or (iv) that are attributable to the failure to pay any real estate transfer taxes (including the New York City real property transfer tax and Oxford are membersNew York State real estate transfer tax) in any period prior to the Closing Date or to any breach of Section 5.01(b)(iii). 12.4.2 Notwithstanding anything in (b) Amounts payable pursuant to this Agreement Section 6.01 shall be determined so as to hold the Tax Indemnitee harmless on an after-tax basis. For this purpose, any Tax benefits shall be computed based on the amount of any benefit actually realized; provided, however, that if a Tax benefit attributable to an amount paid pursuant to this Section 6.01 is actually realized after the payment date of such amount paid, the party realizing such Tax benefit shall promptly pay it to the contraryother party. Where a party has other losses, deductions, credits or items available to it, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless Tax benefit from and against (i) any liability for Taxes of the Companies losses, deductions, credits or otherwise items relating to the Assets amount paid pursuant to this Section 6.01 shall be deemed to be realized last after any other losses, deductions, credits or Business for any taxable period ending after items are realized. In the Closing date (except event that there should be a determination disallowing the Tax benefit, the indemnifying party shall be liable to refund to the extent such taxable period began before Tax Indemnitee the Closing date, in which case the Purchaser's indemnity will cover only that portion amount of any such Taxes that is not attributable related reduction previously allowed or payments previously made to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made indemnifying party pursuant to this Section 4.3 hereof6.01(b). 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period (c) Any indemnity payment required to be made by Seller Parent or Seller pursuant to this Article VI shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned paid to the Pre-Closing Period Purchasing Parties no later than five business days prior to the date on a per diem basis and (ii) real and personal property Taxes shall which Tax with respect to such item would be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codedue.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) From and after the contrary and except as provided in Section 5.1.1Closing, 12.3the Stockholders shall be liable for, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and Purchaser, its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Purchaser Tax Indemnities") against and hold them harmless on an after-Tax basis from and against (i) any all liability for Taxes of the Companies Stockholders, the Company and any Subsidiary with respect to any Pre-Closing Tax Periods paid by the Company or otherwise the Purchaser after the Closing Date and not accrued on the Closing Balance Sheet, (ii) all liability for Taxes of the Stockholders arising (directly or indirectly) as a result of the transactions contemplated hereby, paid by the Company or any Subsidiary or the Purchaser, (iii) any breach of any representation or warranty contained in Section 4.16 resulting in any loss, claim, fine, penalty, amounts paid in settlement, liabilities, costs or expenses to the Company or any Subsidiary or the Purchaser, and (iv) all liability for reasonable legal fees and expenses of the Company or any Subsidiary or the Purchaser attributable to any item in the foregoing clauses. (b) The indemnity obligation under this Agreement in respect of Taxes for a Straddle Period shall initially be effected by payment to the Purchaser by the Stockholders of the excess of (i) such Taxes relating to the Assets Pre-Closing Tax Period over (ii) the amount of such Taxes paid by the Company, the Subsidiaries and the Stockholders or Business any of their affiliates on or prior to the Closing Date plus the amount of any such Taxes which were accrued and reflected on the Closing Balance Sheet. Such excess initially shall be paid to the Purchaser no later than 10 days prior to the date on which the Tax Return with respect to the final liability for all such Taxes is required to be filed. If the aggregate amount of such Taxes paid or accrued by the Company or the Subsidiaries prior to the Closing, and by the Stockholders or any of their affiliates at any time, is exceeded by the amount payable pursuant to the preceding sentence, the Stockholders shall pay to the Purchaser the amount of such excess within 10 days after the Tax Return with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 9.4 with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870AD or successor form, or similar state or local Tax form) with respect to Straddle Period Taxes. (c) Any indemnity payment to be made under this Section 9.4, other than an indemnity payment described in the immediately preceding paragraph, shall be paid within 10 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than ten business days prior to the date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including as estimated Tax payments). (d) Any refund or credit of Taxes of the Company or any Subsidiary for any taxable periods period ending on or before the Closing date and Date or any Straddle Period shall be for the Preaccount of the Company; provided, however, any such refund or credit will reduce any amount for which the Stockholders are liable pursuant to this Section, to the extend such Taxes were paid prior to the Closing Date or accrued on the Closing Balance Sheet, and are not related to the carryback by the Company of any net operating loss, capital loss or similar items incurred after the Closing Date. Any refund or credit of Taxes of the Company or any Subsidiary for any Post-Closing PeriodTax Period shall be for the account of the Company. Each party shall, (iior shall cause its affiliates to, forward to any other party entitled under this Section 9.4(d) to any liability refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against any other Tax liability; provided, however, that any such amounts shall be net of any Tax cost or benefit to the payor party attributable to the receipt of such refund and/or the payment of such amounts to the payee party. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes which result from (A) the deemed sale of assets paid pursuant to a deficiency assessed subsequent to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 Closing Date as a result of being a member an audit shall be governed by the provisions of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersSection 8.4(d)(ii). 12.4.2 Notwithstanding anything in (e) In the event of any conflict between the provisions of this Section 9.4 and other Sections of this Agreement to regarding the contraryindemnification of any loss for Taxes, the Purchaser shall indemnify Boise Cascade provisions of this Section 9.4, and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing datenot those other Sections, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codecontrolling.

Tax Indemnification. 12.4.1 Notwithstanding anything in (a) Subject to Section 13.03, from and after the Closing Date, the Sellers, jointly and severally (for purposes of this Agreement Article XI only, the "Tax Indemnifying Parties"), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Purchasers and the Company and reimburse the Purchasers and the Company for the following Taxes, to the contrary extent that such Taxes have not been paid as of the Closing Date and except as provided are not reflected in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against determination of Working Capital: (i) any liability for all Taxes imposed on the Company or the Purchasers as a result of becoming a partner of the Companies Company with respect to any taxable year or otherwise relating to the Assets or Business for all taxable periods period ending on or before the Closing date Date; (ii) with respect to taxable years or periods beginning before the Closing Date and for ending after the Closing Date, all Taxes imposed on the Company or the Purchasers as a result of becoming a partner of the Company, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing PeriodPeriods"); and (iii) without duplication, (ii) any liability for Taxes which result resulting from a breach of the representations and warranties in Section 3.21; provided, however, that the Tax Indemnifying Parties shall have no obligation to pay, indemnify, defend or hold harmless the Purchasers or the Company for any Taxes taken into account in calculating the Gondola Taxes and Penalties or the Capital Lease Taxes and Penalties. (Ab) For purposes of this Section 11.01, in order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the deemed sale of assets pursuant parties hereto shall, to the Electionsextent permitted under applicable law, and (B) elect with the deemed sale of assets pursuant relevant Tax authority to any comparable elections under state or local tax laws and (iii) any liability treat for Taxes imposed upon either all purposes the Closing Date as the last day of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member taxable year or period of the affiliated group, within Company. In any case where applicable law does not permit the meaning of section 1504 Company to treat the Closing Date as the last day of the Codetaxable year or period, then, in each such case, the portion of which the Boise Cascade and Oxford any Taxes that are members. 12.4.2 Notwithstanding anything in this Agreement allocable to the contrary, portion of the Purchaser Interim Period ending on the Closing Date shall indemnify Boise Cascade and its affiliates and hold them harmless from and against be: (i) any liability for in the case of Taxes of the Companies that are based upon or otherwise relating related to income or receipts, deemed equal to the Assets amount that would be payable if the taxable year or Business for any taxable period ending after ended on the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) Date; and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of any Straddle PeriodTaxes not described in subparagraph (i) above that are imposed on a periodic basis, deemed to be the determination amount of the liability for such Taxes for the Pre-entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Interim Period ending on the Closing Period Date and the denominator of which is the number of calendar days in the entire relevant period. (c) Subject to Section 11.05 and the limitations contained in Section 11.03(b), payment of any amount by the Tax Indemnifying Parties under this Section shall be accrued on made within ten (10) days following written notice by any Purchaser or the Final Closing Statement on an interim-closing-of-the-books basis as if Company to ASC that the Tax Indemnifying Parties are required to pay such taxable period ended on amounts to the appropriate Tax authority; provided, however, that the Tax Indemnifying Parties shall not be required to make any payment to any Purchaser or the Company hereunder earlier than five (5) Business Days before it is due to the appropriate Tax authority. (d) All matters relating in any manner to Tax indemnification obligations and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items payments shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codegoverned exclusively by this Article XI.

Tax Indemnification. 12.4.1 Notwithstanding anything (a) Following the Effective Time, subject to the limitations set forth in this Agreement Article VIII, the Securityholders shall, severally and not jointly (with each Securityholder's indemnification obligation to be based upon his, her or its respective proportion of the contrary and except as provided in Section 5.1.1Aggregate Company Share Consideration to be paid to all Securityholders hereunder), 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates Parent Indemnified Parties in respect of, and hold them harmless from and against (without duplication) (i) any all liability for Taxes of the Companies or otherwise relating to the Assets or Business Company and its Subsidiaries for all taxable periods ending on or before the Closing date and for the any Pre-Closing Tax Period, and (ii) any liability breach or inaccuracy, as of the date hereof and as of the Closing Date, of any representation or warranty contained in Section 3.16 construed for Taxes which result from purposes of this clause (Aii) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant without regard to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant provisions that would limit their application to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated groupperiods after December 19, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything 2009. The indemnity obligations provided in this Agreement Section 8.03 shall only apply with respect to Claims made in accordance with this Section 8.03 through the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against date which is seventy-two (i72) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending months after the Closing date Date. For the avoidance of doubt, the Securityholders shall have no indemnity obligation for Taxes except as provided in this Section 8.03. (except b) For purposes of determining Taxes that relate to Pre-Closing Tax Periods, the Company or any of its Subsidiaries shall treat the Closing Date as the last day of a taxable period to the extent such taxable period began before permitted under any applicable Tax Law. Otherwise, the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable for a Straddle Period allocable to the Pre-Closing PeriodTax Period shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 5.10, the amount which would be payable if the taxable year ended with the Closing Date, and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of any Straddle Periodother Taxes imposed on a periodic basis (including property Taxes), the determination amount of the liability for such Taxes for the Pre-entire period multiplied by a fraction the numerator of which is the number of calendar days in the period ending with the Closing Period Date and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Section 8.03, each portion of such period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such deemed to be a taxable period ended on and included (whether or not it is in fact a taxable period). For purposes of computing the Closing dateTaxes attributable to the two portions of a taxable period pursuant to this Section 8.03(b), except the amount of any item that is taken into account only once for each taxable period (ie.g., the benefit of graduated tax rates, exemption amounts, etc.) all standard deductions, exemptions, allowances and other similar items shall be apportioned allocated between the two portions of the period in proportion to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser number of days in accordance with the principles under section 164(d) of the Codeeach portion.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Subject to Section 10.1(d), the contrary Seller Parent and except as provided in Section 5.1.1, 12.3the Seller shall be liable for, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates Indemnified Parties against and hold them harmless from and against from, (i) any liability all Liability for Taxes of the Companies any Company or otherwise relating to the Assets or Business any affiliated group of which any Company has ever been a member for all any taxable periods period ending on or before the Closing date and for the Pre-Closing PeriodDate, (ii) any liability all Liability for Taxes which result from of any Company for the portion of any Straddle Period ending at the close of business on the Closing Date (A) the deemed sale of assets pursuant to the Electionsdetermined as provided in Section 10.1(c)), and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) Taxes arising from the breach of any liability representation or warranty in Section 5.10, (iv) a breach of any covenant in this Article X and (v) all Liability for Taxes imposed upon either of reasonable legal fees and expenses attributable to any failure by the Companies pursuant Seller to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated grouptimely pay any item described in subclause (i), within the meaning of section 1504 of the Code(ii), of which the Boise Cascade and Oxford are members(iii) or (iv) above. 12.4.2 Notwithstanding anything in this Agreement to (b) The Purchasers and the contraryCompanies, the Purchaser jointly and severally, shall indemnify Boise Cascade and its affiliates Seller Indemnified Parties and hold them harmless from and against (i) any liability all Liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date Date that is not a Straddle Period, (except to ii) all Liabilities for Taxes of the extent such taxable period began before Companies for the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not Straddle Period beginning after the Closing Date (determined as provided in Section 10.1(c)), (iii) a breach of any covenant in this Article X and (iv) all Liability for reasonable legal fees and expenses attributable to any failure by the Pre-Purchasers or the Companies to timely pay to the Seller any item described in subclause (i), (ii) or (iii) above. (c) In any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a "Straddle Period"), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Seller Parent and the Seller for the period up to and including the close of business on the Closing Date, and (ii) to the Purchasers for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any liability for real Taxes attributable to a Straddle Period shall be made by means of a closing of the books and personal property Taxes accrued records of the Companies as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Final Closing Statement subject Date and the period after the Closing Date in proportion to the number of days in each such period. (d) The indemnity obligation of the Seller Parent and the Seller under Section 10.1(a)(ii) (i.e., Taxes in connection with Straddle Periods) shall initially be effected by their payment to the Purchasers of the excess of (i) the portion of such Taxes apportioned to the Seller Parent and the Seller pursuant to Section 10.1(c) over (ii) the amount of such Taxes paid by the Seller Parent, the Seller or any adjustment of their Affiliates (other than the Companies) at any time plus the amount of such Taxes paid by the Companies on or prior to the Closing Date. Such excess initially shall be paid to the Companies within the time prescribed by Section 10.1(e). If the amount of such Taxes paid by the Seller Parent, the Seller or any of their Affiliates (other than the Companies) at any time plus the amount of such Taxes paid by the Companies on or prior to the Closing Date exceeds the amount of such Taxes apportioned to the Seller pursuant to Section 10.1(c), the Companies shall pay to the Seller the amount of such excess within 30 days after the Tax Return with respect to the final Liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 4.3 hereof10.1(d) with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination with respect to Straddle Period Taxes. 12.4.3 In (e) The Seller Parent and the case Seller shall cause the Companies to timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. Following the Closing, the Purchasers shall cause to be timely filed all Tax Returns required to be filed by the Companies after the Closing Date and, subject to the rights to payment from the Seller Parent and the Seller under the following sentence, pay or cause to be paid all Taxes shown due thereon. With respect to any Tax Return of any Company attributable to a Straddle Period, no later than ten (10) days prior to the determination date of filing such Tax Return, the Purchasers shall furnish or cause to be furnished to the Seller a copy of such Tax Return for the Seller's review and approval, such approval not to be unreasonably withheld. Not later than five (5) days prior to the due date for the payment of Taxes on any Tax Returns which the Purchasers have the responsibility to cause to be filed pursuant to the preceding sentence, the Seller Parent and the Seller shall pay to the Purchasers the amount of Taxes, as reasonably determined by the Purchasers, owed by the Seller Parent and the Seller pursuant to the provisions of Section 10.1(a). (f) For indemnification of any Tax Claim (as defined in Section 10.1(f)(i), the following procedures shall apply, exclusive of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that procedures in Section 9.4: (i) all standard deductionsIf a claim is made by any Taxing Authority, exemptionswhich, allowances if successful, might result in an indemnity payment to any of the Purchaser Indemnified Parties pursuant to Section 10.1(a), the Purchasers shall promptly notify the Seller Parent and other similar items shall be apportioned to the Pre-Closing Period on Seller in writing of such claim (a per diem basis and "Tax Claim"). (ii) real and personal property With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes shall be apportioned between Boise Cascade of the Companies for a Straddle Period), the Seller Parent and the Purchaser Seller shall control all proceedings taken in accordance connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund xxits or contest the Tax Claim in any permissible manner. For this purpose, the Companies agree to promptly issue the necessary Powers of Attorney to counsel selected by the Seller Parent and the Seller. The Seller Parent, the Seller and the Purchasers shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Companies for a Straddle Period; provided, however, that (A) the Purchasers and counsel of their own choosing shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim and (B) neither the Seller Parent nor the Seller nor the Purchasers shall settle any such Tax Claim without prior written consent of the other, such consent not to be unreasonably withheld. Except as otherwise provided in this Agreement, the Purchasers shall control all other proceedings with respect to all other disputes relating to Taxes. For the avoidance of doubt, the Seller Parent and the Seller shall pay all fees and expenses incurred in connection with the principles Tax Claim under section 164(dtheir control. Such expenses will include the actual premium (Prima) if any, required to be paid to a Mexican bonding company for the issuance of any required bonds (subject to the refund provisions of Section 10.2), which bonds the Companies, at the sole cost and expense of the CodeSeller Parent and the Seller, shall cooperate with the Seller Parent and the Seller in obtaining; provided, however, that the Companies shall not be required to provide any security or warranty with respect thereto unless the Seller provides the Companies with a letter of credit in the amount of such security in favor of the Companies in form and substance satisfactory to the Companies. (iii) The Purchasers and the Companies shall cooperate with the Seller Parent and the Seller in contesting any Tax Claim, such cooperation shall include the retention and (upon the Seller's request) the provision to the Seller Parent and Seller of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (iv) In no case shall any of the Purchaser Indemnified Parties settle or otherwise compromise any Tax Claim which might result in an indemnity payment under Section 10.1(a) without the prior written consent of the Seller Parent and the Seller.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Subject to the contrary terms and except as provided in Section 5.1.1conditions of this Article X, 12.3, and 12.4.2 hereof, Boise Cascade Spar shall indemnify the Purchaser Buyer and its affiliates Affiliates (including the Company) and each of their respective officers, directors, employees and agents and hold them harmless from and against (i) any all liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for Company incurred during the Pre-Closing Period, Tax Period (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything defined in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing PeriodSection 10.3(b)) and (ii) any all liability for real reasonable legal fees and personal property Taxes accrued expenses incurred with respect to any item indemnified pursuant to clause (i). (b) For purposes of this Agreement, "Pre-Closing Tax Period" shall mean any Tax period ending prior to or on the Final Closing Statement subject Date (including, as defined below, any Short Period or Apportioned Short Period). In order to appropriately apportion any adjustment made pursuant Taxes relating to Section 4.3 hereofa period that includes (but that would not, but for this Section, close on) the Closing Date, Spar and the Buyer will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to treat for all purposes the Closing Date as the last day of a Tax period of Holdings and the Subsidiaries, and such period shall be treated as a "Short Period. 12.4.3 " In any case where applicable law does not permit Holdings and the Subsidiaries to treat the Closing Date as the last day of a Short Period, then for purposes of this Agreement, the portion of Taxes attributable to the operations of Holdings and the Subsidiaries for an Apportioned Short Period (as defined below) shall be (i) in the case of any Straddle PeriodTaxes that are not based on income or gross receipts, the determination total amount of the liability for such Taxes for the Pre-Closing Period shall be accrued on period in question multiplied by a fraction, the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable numerator of which is the number of days in the Apportioned Short Period, and the denominator of which is the total number of days in the entire period ended on and included the Closing datein question, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real in the case of Taxes that are based on income or gross receipts, the Taxes that would be due with respect to the Apportioned Short Period, if such Period were a Short Period. "Apportioned Short Period" means with respect to any Taxes imposed on Holdings and personal property Taxes the Subsidiaries on a periodic basis for which the Closing Date is not the last day of a Short Period, the period of time beginning on the first day of the actual Tax period in question that includes (but does not end on) the Closing Date and ending on and including the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be apportioned between Boise Cascade made in a manner consistent with the prior practice of Holdings and the Purchaser in accordance with the principles under section 164(d) of the CodeSubsidiaries.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) GNC hereby indemnifies the contrary and except as provided in Section 5.1.1, 12.3Buyer Indemnitees against, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and agrees to hold each of them harmless from, any and all Damages incurred by any Buyer Indemnitee in connection with or arising from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies Nutra, or for which Nutra is otherwise determined to be liable (including any Taxes for which Nutra is liable pursuant to Treasury Regulation section § 1.1502-6 or similar provisions of state, local or foreign law as a result of being having been a member of a Company Group and any Taxes resulting from Nutra ceasing to be a member of any Company Group), with respect to any Pre-Closing Tax Period; (ii) Taxes of GNC, Parent, Seller or any of their respective Affiliates (other than Nutra); (iii) Taxes to the affiliated groupextent arising out of or resulting from any breach by GNC, within the meaning Parent or Seller of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything any covenant contained in this Agreement to Article VII other than the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against covenants contained in clauses (i) any liability for through (ii); (iv) Taxes of the Companies or otherwise relating to the Assets extent arising out of or Business for related to any taxable period ending after the Closing date (breach of any representation or warranty contained in Section 4.15, except to the extent such taxable period began before Taxes are otherwise indemnified pursuant to the Closing date, in which case foregoing clauses (i) through (iii); and (v) the Purchaser's indemnity will cover only that portion of any such Transfer Taxes that for which Seller is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made liable pursuant to Section 4.3 hereof7.01(b); provided, however, that for purposes of this Section 7.06(a), Taxes shall include the amount of Taxes that would have been paid but for the application of any credit or loss deduction attributable to any Post-Closing Tax Period. Notwithstanding the foregoing, GNC shall have no Liability for any Taxes that are imposed on any Buyer Indemnitee as a direct result of actions taken by such Buyer Indemnitee or any of its Affiliates after the Initial Closing, other than actions expressly contemplated by or taken in accordance with the terms of this Agreement. 12.4.3 (b) In the case of any Straddle Tax Period: (i) real, personal and intangible property Taxes and any other Taxes levied on a per diem basis (“Per Diem Taxes”), of Nutra for any Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Tax Period multiplied by a fraction, the determination numerator of which is the liability for Taxes for number of days during the Straddle Tax Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Tax Period; and (ii) all other Taxes of Nutra (other than Per Diem Taxes) for any Pre-Closing Tax Period shall be accrued computed based on the Final interim closing of the books as of the close of business on the Initial Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items Date. All deductions attributable to any Unpaid Nutra Transaction Expenses shall be apportioned to the Pre-Closing Tax Period. Any exemptions, deductions or credits relating to a Straddle Tax Period that are calculated on a per diem an annual or other periodic basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade to the Pre-Closing Tax Period by determining the amount thereof for the entire Straddle Tax Period and then multiplying such amount by a fraction, the numerator of which is the number of days during the Straddle Tax Period that are in the Pre-Closing Tax Period and the Purchaser denominator of which is the total number of days in accordance with the principles Straddle Tax Period. (c) The obligation to indemnify under section 164(dSection 7.06(a) shall survive the Initial Closing until sixty (60) days after expiration of the Codeapplicable statute of limitations (including extensions). For the avoidance of doubt, none of the limitations contained in Section 9.04 shall apply with respect to the indemnification in this Section 7.06 except as specifically set forth in Section 7.08.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement Without limiting the rights of the Seller Indemnified Parties to the contrary be indemnified pursuant to ARTICLE 11, Sellers and except as provided in Section 5.1.1Trust, 12.3jointly and severally, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them the Seller Indemnified Parties harmless from and against pay any and all Damages directly or indirectly resulting from, relating to, arising out of, or attributable to (i) any liability for Taxes Tax payable by or on behalf of the Companies any Seller Party or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business Acquired Entity for any taxable period ending on or prior to the Closing Date, (ii) Taxes of any member of a consolidated or combined tax group of which any Seller Party is, or was at any time, a member, for which any Acquired Entity is jointly or severally liable as a result of its inclusion in such group prior to the Closing Date, and (iii) with respect to any Taxes payable by or on behalf of any Acquired Entity due for period beginning before and ending after the Closing date Date (except whether or not assessed prior to the extent Closing Date), the Taxes allocable to the portion of such taxable period began before that ends on and includes the Closing dateDate ("SELLERS' PRO RATA SHARE"). For purposes of calculating Sellers' Pro Rata Share of Taxes described in clause (iii), in which case the Purchaser's indemnity Closing Date will cover only that be treated as the last day of a taxable period, and the portion of any such Taxes Tax that is not attributable allocable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued taxable period that is so deemed to end on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In Date will be: (1) in the case of Taxes that are either (x) based upon or related to income or receipts, (y) imposed in connection with any Straddle Periodsales or other transfer or assignment of property (real or personal, tangible or intangible) other than transfers pursuant to this Agreement, or (z) imposed on a periodic basis and measured by the determination level of any item that is required to be determined as of the liability Closing Date or that is reasonably determinable as of the Closing Date and such determination is made by a party in a manner reasonably acceptable to Parent and Sellers, deemed equal to the amount that would be payable if the period for which such Tax is assessed ended with the Closing Date; and (2) in the cases of Taxes imposed on a periodic basis and measured by the level of any item, other than Taxes described in clause (1) hereof, will be deemed to be the amount of such Taxes for the Pre-Closing Period shall be accrued on entire period (or, in the Final Closing Statement case of such taxes determined on an interim-closing-of-the-books basis as if arrears basis, the amount of such taxable Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ended on and included ending with the Closing date, except that Date and the denominator of which is the number of calendar days in the entire period; and (i3) all standard deductions, exemptions, allowances or deductions that are calculated on an annual basis such as the deduction for depreciation, will be apportioned on a daily basis in the same manner as Taxes under clause (2) hereof. Returns for periods beginning before closing and other similar items ending after closing shall so far as practicable be prepared using elections consistent with past practices, and financial statement tax accruals for any timing differences from financial statement income will be treated as taxes paid or payable for purposes of the allocations contained in this paragraph. For the avoidance of doubt, the allocation of tax liabilities under this paragraph shall be apportioned unaffected by the carryback of tax losses, credits or other attributes attributable to periods beginning after closing even though such carrybacks may have the effect of reducing taxes paid or accrued for periods covered by this tax allocation. Notwithstanding anything in this SECTION 8.8(H) to the Pre-Closing Period contrary, Sellers and Trust will have no obligation to indemnify Seller Indemnified Parties for Taxes to the extent adequate provision was made therefor on a per diem basis and the balance sheet included in the Interim Financial Statements (iiother than in the notes thereto) real and personal property Taxes shall be apportioned between Boise Cascade and or to the Purchaser extent arising after the Balance Sheet Date in accordance with the principles under section 164(d) Ordinary Course of the CodeBusiness.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (i) Subject to the contrary terms and except as provided in Section 5.1.1conditions of this Agreement, 12.3the Seller will defend, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them the Buyer harmless from and against all Losses arising out of or related to (i) any liability for all Taxes (or the non-payment thereof), of the Companies Company or otherwise relating to the Assets or Business any Subsidiary for all taxable periods ending on or before the Closing date Date and for the portion through the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”), and (ii) any liability for and all Taxes which result from (A) of any other Person imposed on the deemed sale of assets pursuant to the ElectionsCompany or a Subsidiary as a transferee or successor, and (B) the deemed sale of assets by contract or pursuant to any comparable elections under state law, which Taxes relate to an event or local tax laws and (iii) any liability for transaction occurring before the Closing, in each case except to the extent that such Taxes imposed upon either have been paid or deposited prior to the Closing Date or except to the extent that such Taxes are included in the calculation of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersWorking Capital. 12.4.2 Notwithstanding anything in this Agreement (ii) Subject to the contraryterms and conditions of this Agreement, the Purchaser shall Buyer will cause the Company to defend, indemnify Boise Cascade and its affiliates and hold them the Seller harmless from and against (i) any liability for all Losses arising out of or related to all Taxes of the Companies Company or otherwise relating to the Assets or Business any Subsidiary for any all taxable period periods ending after the Closing date Date (except to the extent such taxable period began before the Closing dateDate, in which case the Purchaser's such indemnity will cover only that portion of any such Taxes that is are not attributable allocable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Tax Period as determined under Section 4.3 hereof9.03(e)(iii)). 12.4.3 (iii) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the determination Taxes of the liability for Taxes Company or any Subsidiary for the Pre-Closing Tax Period will be computed as follows: any Tax based directly or indirectly on income or receipts and any credits, losses or deductions available with respect to any Tax, shall be accrued on allocated by assuming that the Final Closing Statement on an interim-closing-of-the-books basis as if such relevant taxable period ended on and included the Closing dateDate, and any other Tax shall be allocated based on 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 total number of days in the taxable period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph, taking into account the type of Tax to which the refund relates. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company and the Subsidiaries. (iv) If a party is responsible for the payment of Taxes pursuant to this Section 9.03 (the “Tax Indemnifying Party”) and the other party to this Agreement (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect to such Taxes, the Tax Indemnified Party will promptly notify the Tax Indemnifying Party in writing of such Tax Claim, but the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability they may have to the Indemnified Party, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period extent the Indemnifying Party has suffered actual prejudice thereby. (v) With respect to any Tax Claim, the Tax Indemnifying Party will assume and control all proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, and may, either pay the Tax claimed and sxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Indemnifying Party will consult with the Tax Indemnified Party in the negotiation and settlement of any Tax Claim and the Tax Indemnifying Party will not, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, settle or compromise any Tax Claim in any manner if such settlement or compromise would have the effect of increasing the Taxes of the Tax Indemnified Party (“Indemnified Party Tax Increase”); provided, however, that the consent of the Indemnified Party will not be required if the Tax Indemnifying Party indemnifies the Indemnified Party for all Losses attributable to such Indemnified Party Tax Increase; provided, further, that, to the extent that a Tax Claim relates to the Straddle Period, the Seller and the Buyer will jointly control all proceedings taken in connection with any such Tax Claim. (vi) The Tax Indemnified Party will cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation will include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a per diem mutually convenient basis and to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (iivii) real and personal property Neither party will settle or compromise a Tax Claim relating solely to Taxes of the Company or a Subsidiary for a Straddle Period without the other party’s written consent which consent shall not be apportioned between Boise Cascade unreasonably withheld. (viii) The Seller and the Purchaser in accordance with Buyer agree that any indemnification payments made pursuant to this Section 9.03 or as an indemnity under Article VIII will be treated by the principles under section 164(d) of parties on their Tax Returns as an adjustment to the CodePurchase Price, unless a final determination by a relevant taxing authority causes any such payment not to be treated as an adjustment to the Purchase Price for Tax purposes.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) From and after the Closing Date, Seller shall pay, or cause to the contrary and except as provided in Section 5.1.1, 12.3be paid, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless Buyer and the Company Group and any director, officer, employee, advisor, parent, subsidiary or Affiliate of Buyer or the Company Group, and any successor thereof, from and against (i) any liability for or arising out of any Taxes (x) of Seller and any current or former member of Seller's group of corporations filing on a combined or consolidated basis, other than the Company Group, in respect of any taxable period or (y) attributable to the income, business, property or operations of the Companies Company Group or otherwise relating to for which the Assets Company Group may be liable on any basis (including, but not limited to, liability as a transferee or Business for all taxable periods ending on or before the Closing date a joint and for several basis) (A) in respect of the Pre-Closing Tax Period, to the extent such Taxes are not reserved on the Closing Date Balance Sheet, or (iiB) resulting from the Company Group's ceasing to be affiliated with the affiliated group of corporations of which Seller is a member. For purposes of computing the amount reserved with respect to Taxes on the Closing Date Balance Sheet, (a) all amounts reserved with respect to foreign taxes shall be converted into United States dollars at the exchange rates used in preparing the Closing Date Balance Sheet and (b) all amounts reserved with respect to any Taxes shall be considered available for the payment only of any Taxes. (b) From and after the Closing Date, Buyer shall pay, or cause to be paid, and shall indemnify and hold Seller and any director, officer, employee, advisor, parent, subsidiary or Affiliate of Seller, and any successor thereto, harmless from any liability for Taxes which result from (A) the deemed sale or arising out of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to Company Group in respect of taxable periods of the Assets or Business for any taxable period Company Group ending after the Closing date Date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Tax Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof). 12.4.3 (c) In the case of any Straddle Period, taxable period that includes but does not end on the determination Closing Date: (i) the periodic Taxes of the liability for Taxes for Company Group that are not based on income or receipts (e.g., property taxes) attributable to the Pre-Closing Tax Period shall be accrued on equal to the Final amount of such Taxes attributable to the entire taxable period multiplied by a fraction, the numerator of which is the number of days during that period that are in a Pre-Closing Statement on an interimTax Period and the denominator of which is the number of days in such taxable period, provided, however, that if the amount of periodic Taxes imposed for such taxable period reflects different rates of tax imposed for different periods within such taxable period, the formula described in the preceding clause shall be applied separately with respect to each such period within the taxable period; and (ii) the Taxes of the Company Group (other than Taxes described in clause (i)) attributable to the Pre-closing-of-the-books basis Closing Tax Period shall be computed as if such taxable period ended as of the close of business on and included the Closing dateDate. (d) In addition to any other indemnity provided in this Section 12.4, except that (i) all standard deductions, exemptions, allowances and other similar items Seller shall be apportioned indemnify Buyer for any increase in Taxes of or relating to the Company Group (net of any tax benefit to the Buyer) for any period beginning on or after the Closing Date, which is attributable to any adjustment to, or amendment of, the Taxes or Tax Returns (including any Taxes or Tax Returns of any affiliated, combined or unitary group of which it is or was a member) of or relating to the Company Group for any Pre-Closing Period on a per diem basis and Period. (iie) real and personal property Taxes Notwithstanding anything in this Article XII to the contrary, no tax indemnification shall be apportioned between Boise Cascade and required of Seller unless the Purchaser in accordance with amount of tax liability claimed to be due pursuant to this Article XII exceeds the principles under section 164(damount of any related tax benefit (net of any tax detriment) of the Codeto Buyer.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) any liability for Seller shall be liable for, and shall indemnify, defend, and hold the Purchaser Parties harmless against all Taxes of imposed on the Companies Company or otherwise relating with respect to the Assets or Acquired Business for all taxable periods (or portions thereof) ending on or before prior to the Closing date and for the Pre-Closing PeriodDate, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such Taxes are Permitted Liabilities. (ii) Purchaser and the Company shall be liable for, and shall indemnify, defend, and hold the Seller Parties harmless against all Taxes imposed on the Company or with respect to the Acquired Business for all taxable period began before periods (or portions thereof) ending after to the Closing dateDate and for any Taxes that are Permitted Liabilities. (iii) For purposes of Section 6.1(a) and this Section 6.1(c), in which case the Purchaser's indemnity will cover only that portion of any Taxes that are payable with respect to a taxable period beginning on or prior to the Closing Date and ending after the Closing Date (a “Straddle Period”) that shall be allocated to Seller is: (A) in the case of Taxes that are either (1) based upon or related to income or receipts or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; and (B) in the case of Taxes imposed on a periodic basis with respect to the assets or otherwise measured by the level of any item, shall be the product of (1) the amount of such Taxes that is not attributable to for the Pre-Closing Period) entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), and (ii2) any liability for real and personal property Taxes accrued a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Final Closing Statement subject Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 6.1(c)(iii) taking into account the type of the Tax to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 which the refund relates. In the case of any Straddle PeriodTax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 6.1(c)(iii) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (iv) Seller shall be entitled to any credit or refund of Taxes of the Company for any taxable period (or portion thereof) ending on or prior to the Closing Date, net of any Taxes borne by Purchaser or the Company as a result of its receipt of such credit or refund. (v) For the avoidance of doubt, the determination rules and procedures of the liability for Taxes for the Pre-Closing Period Article V above shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned apply to the Pre-Closing Period on a per diem basis indemnification covenants set forth in this Section 6.1. Membership Interest Purchase Agreement Page 36 of 71 Xxxxx Xxxxxxx, Singular Payments, LLC, and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.Payment Data Systems, Inc.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1Sellers shall indemnify, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates save and hold them Buyer harmless from and against any and all (i) any liability for Taxes of the Acquired Companies with respect to any Tax year or otherwise relating to the Assets or Business for all taxable periods portion thereof ending on or before the Closing date Date (or for any Tax year beginning before and ending after the Closing Date, to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), except to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Pre-Closing Periodface of the balance sheet (rather than in any notes thereto) included in the Net Working Capital Statement and taken into account in calculating Net Working Capital at Closing, (ii) the unpaid Taxes of any liability for Taxes which result from Person (Aother than the Acquired Companies) the deemed sale under Treasury Regulations Section 1.1502-6 (or any similar provision of assets pursuant to the Electionsstate, and (B) the deemed sale of assets pursuant to any comparable elections under state local or local tax laws foreign law), as a transferee or successor, by contract, or otherwise, and (iii) any liability for Taxes imposed upon either arising from or related to the sale, distribution or other transfer of the Companies pursuant to Treasury Regulation section 1.1502-6 real properties as a result described in Section 2.4(a)(v) under the terms of being a member such Section. For purposes of the affiliated grouppreceding sentence, within except as provided in the meaning following sentence, in the case of section 1504 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 (a “Straddle Period”), the portion of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement such Tax that relates to the contrary, portion of such Tax Period ending on the Purchaser Closing Date shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) in the case of any liability Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for Taxes the entire Tax Period multiplied by a fraction the numerator of which is the Companies or otherwise relating to number of days in the Assets or Business for any taxable period Tax Period ending after on the Closing date (except to Date and the extent such taxable period began before denominator of which is the Closing datenumber of days in the entire Tax Period, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of any Straddle PeriodTax based upon or related to income or receipts, be deemed equal to the amount which would by payable if the relevant Tax Period ended on the Closing Date. Taxes for Tax Periods or portions thereof ending on or before the Closing Date shall be determined without regard to any items of deduction, loss or credit attributable to the effectuation of this Agreement, to the extent paid directly or indirectly by Buyer. Transfer Taxes. All transfer Taxes, if any, arising out of or in connection with the Contemplated Transactions shall be paid by Sellers when due, and Sellers shall, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer Taxes. Buyer, the determination of the liability for Taxes for the Pre-Closing Period Acquired Companies and Sellers shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis cooperate fully, as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis extent reasonably requested by the other party, in the preparation, execution and (ii) real and personal property filing of, all Tax Returns, applications or other documents regarding any transfer Taxes shall be apportioned between Boise Cascade and the Purchaser that become payable in accordance connection with the principles under section 164(d) of the CodeContemplated Transactions. Responsibility for Filing Tax Returns.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against (i) Seller shall be liable for and shall pay (and shall indemnify and hold Buyer harmless from) (x) all Income Taxes with respect to the Company and its Subsidiaries for any liability Pre-Closing Tax Period (including without limitation any Income Taxes attributable to the Section 338(h)(10) Elections), (y) all Taxes other than Income Taxes and Transfer Taxes ("Miscellaneous Taxes) with respect to any Pre-Closing Tax Period, but only to the extent the amount payable exceeds the amount reflected on the Company Net Assets Statement for Miscellaneous Taxes and (z) any and all federal Income Taxes of the Companies Affiliated Group of which Seller is a member imposed on the Company or otherwise relating any of its Subsidiaries pursuant to Section 1.1502-6 of the Assets Treasury Regulations, in each case incurred or Business suffered by Buyer, any of its Affiliates or, effective upon the Closing, the Company or any Subsidiary (the sum of (x), (y) and (z) being referred to as a "Tax Loss); provided, however, that Seller shall have no liability for the payment of any Tax Loss attributable to or resulting from any action described in Section 6.7(b) hereof. For purposes of this Section 6.7, (A) the term "Pre-Closing Tax Period shall mean all taxable periods ending on or before the close of the Closing date Date and for the Pre-portion ending at the close of the Closing Period, Date of any taxable period that includes (ii) any liability for Taxes which result from (Abut does not end on) the deemed sale of assets pursuant to the ElectionsClosing Date, and (B) the deemed sale of assets pursuant to any comparable elections under state term "Post-Closing Tax Period shall mean all taxable periods that begin on or local tax laws after the day following the Closing Date and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period portion ending after the Closing date (except to the extent such Date of any taxable period began before that includes (but does not end on) the Closing dateDate. In the case of a taxable period that includes (but does not end on) the Closing Date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not Tax attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Tax Period shall be accrued on the Final responsibility of Seller (and not the Company and its Subsidiaries) and the Taxes attributable to the Post-Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items Tax Period shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade responsibility of Buyer and the Purchaser in accordance with the principles under section 164(d) of the CodeCompany and its Subsidiaries.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement 110 (i) Pfizer shall indemnify, defend and hold the Purchaser and its Affiliates harmless from and against all liability for Taxes of the Conveyed Subsidiaries, their Subsidiaries and any Asset Selling Corporation (with respect to the contrary Business) for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date, including, without limitation (A) all liability for any breach of Pfizer's representations and warranties contained in Article V, (B) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or otherwise) for Income Taxes of Pfizer or any other Person (other than the Conveyed Subsidiaries or any of their Subsidiaries) which is or has ever been affiliated with the Conveyed Subsidiaries or any of their Subsidiaries, or with whom the Conveyed Subsidiaries or any of their Subsidiaries otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return, prior to the Closing, (C) all liability for Income Taxes arising as a result of an election under Section 338(h)(10) of the Code (or any similar provision of state, local or foreign law) with 111 respect to the sale or deemed sale of the shares of capital stock of Howmedica Leibinger Inc., (D) all Tax liability for Subpart F income includable in the income of Purchaser or its Affiliates relating to taxable periods and attributable to transactions occurring on or before the Closing Date, and (E) all liability for reasonable legal, accounting and appraisal fees and expense with respect to any item described in clause (A), (B), (C) or (D) above; provided, however, that Pfizer's indemnity obligation for Taxes pursuant to this Section 7.4(g)(i) shall be reduced by refunds of Taxes (excluding carrybacks from post-Closing Date years to the extent permitted hereunder) with respect to such periods received after the Closing Date by Purchaser or any of its Affiliates and not previously remitted to Pfizer. Notwithstanding the foregoing, and except as provided in the last sentence of Section 5.1.17.4(a)(i), 12.3Pfizer shall not indemnify, and 12.4.2 hereof, Boise Cascade shall indemnify defend or hold harmless the Purchaser and or any of its affiliates and hold them harmless Affiliates from and against (i) any liability for Taxes attributable (i) to any Code Section 338(g) election (other than with respect to Howmedica Leibinger Inc. for which an election under Section 338(h)(10) of the Companies Code will be made) or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) 112 any liability for Taxes other action taken or failure to act (which result from (Awould otherwise give rise to a Pfizer Tax indemnity payment) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date by Purchaser, any of its Affiliates (except including the Conveyed Subsidiaries or any of their Subsidiaries), or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required or otherwise expressly contemplated by this Agreement or with the written consent of Pfizer) (a "Purchaser Tax Act") or (ii) to the extent such taxable period began before accrued or reserved against in the Closing dateWorking Capital Statement. Further, in which case Pfizer's obligation to indemnify, defend or hold harmless the Purchaser's indemnity will cover only that portion Purchaser or any of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) its Affiliates from any liability for real and personal property Taxes accrued on shall terminate effective with the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination expiration of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if applicable statute of limitations (including extensions) in respect of such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Codeliability.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Subject to the contrary and except as provided limitation set forth in Section 5.1.110.4, 12.3, the PFP Stockholders hereby jointly and 12.4.2 hereof, Boise Cascade shall severally indemnify the Purchaser PAC Parties and its affiliates each Praxis Company (including PFP) against and agrees to hold them the PAC Parties and each Praxis Company (including PFP) harmless from and against any (i) any liability for Taxes Tax of the Praxis Companies or otherwise relating (including PFP) related to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Tax Indemnification Period, (ii) any liability for Taxes which result Tax of the Praxis Companies (including PFP) resulting from (A) a breach of the deemed sale provisions of assets pursuant to the ElectionsSection 8.8, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either liabilities, costs, expenses (including, without limitation, reasonable expenses of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement or incident to the contraryimposition, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against assessment or assertion of any Tax described in (i) any liability for Taxes of or (ii), including those incurred in the Companies or otherwise contest in good faith in appropriate proceedings relating to the Assets imposition, assessment or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion assertion of any such Taxes that is not attributable Tax, and any liability as transferee (the sum of (i), (ii), and (iii) being referred to the herein as a "Loss"). The PFP Stockholders shall be entitled to all refunds and credits for any Pre-Closing Tax Period. (b) For purposes of this subsection, 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 shall (i) in the case of any Taxes other than payroll, 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 (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In in the case of any Straddle PeriodTax based upon or related to income and any payroll, gross receipts, sales or use Tax, be deemed equal to the determination of amount which would be payable if the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable relevant Tax period ended on and included the Closing date, except Date. The portion of any credits relating to a Tax period that (i) all standard deductions, exemptions, allowances begins before and other similar items ends after the Closing Date shall be apportioned determined as though the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes foregoing allocations shall be apportioned between Boise Cascade and the Purchaser made in accordance a manner consistent with the principles under section 164(d) prior practice of the CodePraxis Companies. (c) No investigation by the PAC Parties or any of its Affiliates at or prior to the Closing Date shall relieve the PFP Stockholders of any liability hereunder.

Tax Indemnification. 12.4.1 Notwithstanding anything As set forth in this Agreement to the contrary and except as provided greater detail in Section 5.1.1Article VII, 12.3, and 12.4.2 hereof, Boise Cascade CBC shall indemnify the Purchaser LCNB and its affiliates Affiliates and hold them harmless from and against against, any Loss, claim, liability, expense, or other damage attributable to (i) any liability for all Taxes of the Companies or otherwise relating to the Assets or Business Bank for all taxable periods ending on or before the Closing date 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”), (ii) all Taxes of any liability for Taxes member of an affiliated, consolidated, combined or unitary group of which result from the Bank (Aor any predecessor of any of the foregoing) is or was a member on or prior to the deemed sale of assets Closing Date, including pursuant to the ElectionsTreasury Regulation Section 1.1502-6 or any analogous or similar law or regulation, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for and all Taxes of any Person (other than the Bank) imposed upon either on the Bank as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided that, in the case of each of clauses (i), (ii) and (iii) above, CBC shall be liable only to the extent that such Taxes are in excess of the Companies pursuant amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to Treasury Regulation section 1.1502-6 as a result of being a member reflect timing differences between book and Tax income) on the Most Recent Balance Sheet of the affiliated groupBank, within as such reserve is adjusted for the meaning passage of section 1504 time through the Closing Date in accordance with past custom and practice of the Code, Bank; and provided further that CBC shall have no obligation to indemnify LCNB or its Affiliates for any Taxes resulting from any transactions occurring on the Closing Date and after the Closing outside the ordinary course of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser business. LCNB shall indemnify Boise Cascade CBC and its affiliates Affiliates and hold them harmless from and against (i) against, any liability for Loss, claim, liability, expense, or other damage attributable to Taxes of the Companies or otherwise relating to the Assets or Business Bank for any taxable period ending after the Pre-Closing date (except Tax Period, but only to the extent that such taxable period began before Taxes are not in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Most Recent Balance Sheet of the Bank, as such reserve is adjusted for the passage of time through the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser Date in accordance with the principles under section 164(d) past custom and practice of the CodeBank.

Tax Indemnification. 12.4.1 (a) In addition to the indemnification obligations set forth in Section 7.1 above, each of Seller and LivingSocial, jointly and severally, will absolutely and unconditionally indemnify and hold harmless the Buyer Indemnified Persons from any and all Pre-Closing Taxes and any Korean CGT, without duplication of any claim for indemnification for a breach of a representation or warranty contained in Section 3.1(1), in each case, together with any reasonable costs paid to experts and advisors in connection with such Pre-Closing Taxes and any Korean CGT, any interest, penalties and additions to Tax with respect to any of the foregoing, and any Losses incurred in connection with any of the foregoing. It is 76 expressly understood and agreed that the Buyer Indemnified Persons shall have no obligation whatsoever to mitigate any Pre-Closing Taxes and any Korean CGT. (b) An indemnity payment otherwise due and payable by Seller, LS Korea, the Company or any of its Subsidiaries pursuant to this Section 7.12, or Section 7.1(a) in so much as it relates to a breach of a representation or warranty contained in Section 3.1(l), shall be determined on a net basis after the application (without duplication) of any Tax Attributes of LS Korea, the Company or any of its Subsidiaries, as the case may be, which would have actually been available to offset or reduce such Tax liability if the assessment of and the payment of such Tax liability had been timely made in the applicable Pre-Closing Tax Year by Seller, LS Korea, the Company or any of its Subsidiaries. For the avoidance of doubt, Tax Attributes and application of Tax Attributes shall be determined on an entity by entity basis to the extent required under applicable Law. (c) Notwithstanding anything in this Agreement to the contrary and except herein, no Buyer Indemnified Persons will be limited in their indemnification rights as provided in described pursuant to this Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against 7.12 as a result of (i) any liability for Taxes failure or delay to provide notice of a Tax Contest Claim to Seller, LS Korea, the Companies Company or otherwise relating any of its Subsidiaries unless Seller, LS Korea, the Company or any such Subsidiary was prejudiced thereby under this Article VII, and then only to the Assets extent of such prejudice or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being any actions taken, or failure to take any action or provide notice, in connection with Taxes or the imposition of Taxes, interest, penalties or additions to Taxes other than as a member result of a breach of a covenant by the Buyer Indemnified Persons with respect to Tax matters. No Seller Indemnified Person shall object to, or raise as a defense to the indemnification provided for herein, any argument that any Buyer Indemnified Person took any action, or failed to take any action, which resulted in the imposition of Taxes or penalties that would not have otherwise been imposed other than as a result of a breach of a covenant by the Buyer Indemnified Persons with respect to Tax matters. The indemnification obligation of the affiliated groupSeller Indemnified Persons under this Section 7.12 shall be binding upon LivingSocial and its successors and assigns (including any successor to the business or assets of LivingSocial, within whether by merger, stock sale, asset purchase or otherwise), and shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim any Seller Indemnified Person may have against any Buyer Indemnified Person hereunder or otherwise. (d) Buyer shall notify the meaning of section 1504 Seller Indemnified Persons of the Codepayment by Buyer, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contraryLS Korea, the Purchaser shall indemnify Boise Cascade and Company or its affiliates and hold them harmless from and against (i) any liability for Taxes Subsidiaries of amounts that are the responsibility of the Companies or otherwise relating to Seller Indemnified Persons, and the Assets or Business Seller Indemnified Persons under this Section 7.12, shall reimburse Buyer for any taxable period ending such Taxes or Losses within fifteen (15) Business Days after delivery of such notice; provided, that Buyer may, at its option, recover the Closing date amount of any such amounts (except to or any portion thereof) from the extent such taxable period began before the Closing date, Escrow Fund (in which case Buyer shall specify in the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made notice delivered pursuant to this sentence the amount due under this Section 4.3 hereof. 12.4.3 In 7.12 to be set off against and deducted from the case of any Straddle PeriodEscrow Fund, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.any). 77

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to (a) Following the contrary and except as provided in Section 5.1.1Closing, 12.3, and 12.4.2 hereof, Boise Cascade Seller shall indemnify the Purchaser and its affiliates Affiliates (including the Company and the Subsidiaries) and each of their respective officers, directors, employees, agents and other representatives and hold them harmless from and against (i) any liability all Liability for Taxes of the Companies Company, the Subsidiaries, the Joint Ventures and the Seller Group for any Pre-Closing Tax Period, (including all Liability for Taxes of any member of the Seller Group for any Pre-Closing Tax Period imposed as a result of Treasury Regulation Section 1.1502 or otherwise relating any corresponding provision of any state, local or non-U.S. Law), (ii) any Loss arising out of or resulting from the breach by Seller of any representation or warranty made by Seller in Section 3.16 of this Agreement, (iii) any Loss arising out of or resulting from the breach by Seller of any covenant or agreement made by Seller in Article VII of this Agreement, and (iv) all Liability for reasonable legal fees and expenses attributable to any item in clauses (i), (ii) or (iii). Notwithstanding the foregoing, Seller shall not have any indemnification obligation for any Liability for Taxes attributable to the Assets or Business for all taxable periods ending on or before total amount actually required to be included in the Closing date and gross income of members of the Company Group for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections Tax Period as calculated under state or local tax laws and (iii) any liability for Taxes imposed upon either Section 951 of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against Code (i) any liability for Taxes of the Companies or otherwise generally relating to the Assets or Business for any taxable period ending after the Closing date (except Subpart F Income) to the extent such taxable period began before amount exceeds the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued total amount calculated on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-a closing-of-the-books basis as if basis, net of any tax benefit in respect of any foreign tax credit allocable to such taxable period ended on excess to the extent and when such tax benefit is actually utilized by Seller (determined applying the principles governing calculation and payment of Tax Benefit and Reduced Tax Benefit set forth in Section 9.5(e)), to be included in the gross income of members of the Company Group for the Pre-Closing dateTax Period under Section 951 of the Code. For the purposes of this Section 9.3(a), except any reference to any “Liability” of any description shall be deemed to include amounts that would have constituted a “Liability” but for the set-off or other utilization of any loss, deduction or credit realized in, or attributable to, a Post-Closing Tax Period. (b) Following the Closing, Purchaser shall, and shall cause each of the Company and each Subsidiary to, indemnify Seller and its Affiliates and each of their respective officers, directors, employees and agents and hold them harmless from (i) all standard deductionsLiability for Taxes of the Company and the Subsidiaries for any Post-Closing Tax Period, exemptions(ii) all Liability for Taxes, allowances and other similar items shall be apportioned calculated based on a 37.5% aggregate tax rate, on any Subpart F Income attributable to the Company Group for the Pre-Closing Tax Period as calculated under Section 951 of the Code to the extent such income exceeds the Subpart F Income attributable to the Company Group for the Pre-Closing Tax Period as calculated on a per diem basis closing-of-the-books basis, net of any tax benefit in respect of any foreign tax credit allocable to such excess to the extent and when such tax benefit is actually utilized by Seller (determined applying the principles governing calculation and payment of Tax Benefit and Reduced Tax Benefit set forth in Section 9.5(e)), and (iii) all Liability for reasonable legal fees and expenses attributable to any item in clauses (i) and (ii). For the purposes of this Section 9.3(b) real any reference to any “Liability” of any description shall be deemed to include amounts that would have constituted a “Liability” but for the set-off or other utilization of any loss, deduction or credit realized in, or attributable to, a Pre-Closing Tax Period. (c) Any indemnity payment to be made hereunder shall be paid within ten (10) days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five (5) Business Days prior to the date on which the relevant Taxes (including any estimated Tax payments) are required to be paid to the relevant Taxing Authority. (d) Reasonably promptly after a party becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under this Section 9.3 (a “Tax Controversy”) by it against the other party, the Indemnified Party shall notify the Indemnifying Party of the Tax issue, and personal property thereafter shall promptly forward to the Indemnifying Party copies of notices and communications with a Taxing Authority relating to such Tax Controversy. Except as provided in this Section 9.3(d), the Indemnifying Party may elect to control, and may elect to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action with respect to a Tax Controversy for which it would be required to indemnify the other party if it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding. The Indemnifying Party shall not settle any proceeding with respect to a Tax Controversy on a basis that would materially adversely affect the liability for Taxes of the Indemnified Party without obtaining the Indemnified Party’s written consent, which consent shall not be unreasonably withheld. The Indemnified Party shall not settle any Tax Controversy without obtaining the Indemnifying Party’s written consent, which shall not be unreasonably withheld. Any out-of-pocket expenses incurred by the Indemnified Party in handling, settling or contesting a Tax Controversy that the Indemnifying Party has elected to control under this Section 9.3(d) shall be borne by the Indemnified Party. Seller and Purchaser shall jointly control, and shall each have the right to participate in all activities and strategic decisions with respect to, any Tax proceedings for which each party would be required to indemnify the other party with respect to one or more Tax issues. Seller may assume sole control of any such proceeding for any Straddle Period if it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding. (e) The indemnification provisions in this Agreement relating to Taxes shall be apportioned between Boise Cascade and survive the Purchaser in accordance with Closing until ninety (90) days after the principles under section 164(d) expiration of the Codeapplicable statute of limitations (giving effect to any waiver, mitigation or extension thereof).

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (a) Seller hereby indemnifies each Buyer Indemnified Party against and agrees to hold each Buyer Indemnified Party harmless from any Covered Tax and any Damages arising out of or incident to the contrary and except as provided in Section 5.1.1imposition, 12.3assessment or assertion of any Covered Tax (together, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against a “Tax Loss”). (ib) any liability for Taxes For purposes of the Companies or otherwise relating to determination of the Assets or Business for all taxable periods ending on or before Covered Tax described in Clause (A) of the Closing date and for the Pre-Closing definition thereof in respect of a Straddle Tax Period, (iix) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle PeriodTaxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, the determination definition of Covered Tax shall be deemed to include the liability for Taxes amount of such Tax for the Pre-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 Period 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 (which, for the avoidance of doubt, includes capital gains) and any gross receipts, sales or use Tax, the definition of Covered Tax shall be accrued on deemed to include the Final Closing Statement on an interim-closing-of-the-books basis as amount that would be payable if such taxable the relevant Tax period ended on and included the Closing dateDate. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company and its Subsidiaries. (c) Buyer agrees to give prompt notice to Seller of any Tax Loss or the assertion of any claim, except or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder that Buyer deems to be within the ambit of this Section 8.03 (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) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis participate in and (ii) real with respect to any suits, actions or proceedings (including Tax audits) that relate solely to Pre-Closing Tax Periods, assume the defense of any such suit, action or proceeding (including any Tax audit); provided that (A) Seller shall have furnished Buyer with evidence that Seller has adequate resources to defend such suit, action or proceeding and personal property fulfill its indemnity obligations hereunder, (B) 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 (C) Seller shall not, without Buyer’s consent, which consent shall not be withheld unreasonably, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Buyer or any of its Affiliates. 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 Seller shall not assert that the Tax Loss, or any portion thereof, with respect to which Buyer seeks indemnification is not subject to indemnification. Buyer shall not settle any suit, action or proceeding in respect of which indemnity may be sought hereunder without the consent of Seller, which consent shall not be withheld unreasonably. Seller shall pay the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense of a suit, action or proceeding (including any Tax audits) that relate solely to Pre-Closing Tax Periods or covered Taxes. Whether or not Seller chooses to defend or prosecute any claim, each party shall cooperate, and cause their respective Affiliates to cooperate in the defense or prosecution thereof. (d) Seller shall not be liable under this Section 8.03 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 8.03(c) to the extent Seller’s liability under this Section 8.03 is adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Seller of any liability hereunder. (e) Any claim of any Buyer Indemnified Party under this Section 8.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Party. (f) Except to the extent resulting from the carryback of any Tax Asset arising in Post-Closing Tax Period, if Buyer, the Company or any of the Company’s Subsidiaries receives any refund of, or any amount credited against, any Tax that relates to a Pre Closing Tax Period, Buyer shall (A) in the case of a refund, pay Seller the amount of any such refund, reduced by any net Tax required under Applicable Law to be paid by Buyer, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates with respect thereto and net of any Tax effect on Buyer, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates attributable to the reduction in any Tax Asset as a result of the receipt of such refund (other than any Tax Asset of the Company or any of the Company’s Subsidiaries that arose in a Pre-Closing Tax Period), and (B) in the case of a credit, pay to Seller at such time or times as such credit is actually utilized, the excess of (I) the amount of Taxes that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by Buyer, the Company or any of the Company’s Subsidiaries in the absence of such credit over (II) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability that would have been receivable) by Buyer, the Company or any of the Company’s Subsidiaries. Buyer shall take such steps as may be reasonably available to secure any refund or credit (i) set forth on Schedule 8.03(f) or (ii) if Seller has notified Buyer of the availability of such refund or credit and Buyer reasonably determines that such refund or credit is allowable. (g) Any indemnification obligation pursuant to this Article 8 shall be apportioned between Boise Cascade and satisfied as follows: (i) first, by a reduction in the Purchaser in accordance with the principles under section 164(d) outstanding amount of the CodeTerm Loan by the full amount of such indemnification obligation and (ii) second, by recourse directly against the Seller to the extent such indemnification obligation cannot be satisfied by the outstanding amount of the Term Loan (giving effect to all other indemnification obligations of Seller outstanding at such time).

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary (a) Each Buyer Indemnified Party shall be indemnified, held harmless and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from reimbursed by Shareholder for and against (i) any and all liability for Taxes and related Losses imposed on or borne by Buyer with respect to any Pre-Closing Period in excess of the Companies or otherwise relating amounts set forth on the Estimated Closing Date Balance Sheet, and with respect to the Assets or Business for all taxable periods ending on or before the Closing date and for the any Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to portion thereof ending on the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either Closing Date in excess of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of amounts set forth on the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersAudited Closing Date Balance Sheet. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (ib) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Pre-Closing Period, the determination amount of Taxes allocable to the liability for Taxes for portion of the Pre-Closing Period ending on the Closing Date shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that deemed to be: (i) all standard deductionsIn the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), exemptionsthe amount of such Taxes for the entire period (or, allowances and other similar items shall be apportioned to 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 Pre-Closing Period ending on a per diem basis and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Pre-Closing Period; and (ii) In the case of Taxes not described in (i) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real and personal property or personal, tangible or intangible)), the amount of any such Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) determined based on an interim closing of the Codebooks of the Company as of the close of business on the Closing Date. (c) Buyer may withhold, from amounts otherwise due to Shareholder, the amount of any indemnity amount payable under this Section 9.3.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary (a) The Shareholders covenant and except as provided in Section 5.1.1, 12.3, agree that they will jointly and 12.4.2 hereof, Boise Cascade shall severally indemnify the Purchaser and its affiliates and hold them harmless each of the Xxxx Indemnitees from and against all Taxes of the Corporation (i) any liability for Taxes of the Companies or otherwise relating with respect to the Assets or Business for all taxable periods ending on or before prior to the Closing date and for the Date (a “Pre-Closing Period”), (ii) with respect to any liability for Taxes which result from period beginning before the Closing Date and ending after the Closing Date (A) the deemed sale of assets pursuant a “Straddle Period”), but only with respect to the Electionsportion of such period up to and including the Closing Date (for purposes of this Agreement, such portion is referred to as a “Pre-Closing Partial Period,” and (B) the deemed sale portion of assets pursuant such period that begins after the Closing Date is referred to any comparable elections under state as a “Post-Closing Partial Period”), or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 payable as a result of being a member breach of any representation or warranty set forth in Section 3.18, provided, however, that the affiliated group, within Shareholders shall have no obligation to indemnify the meaning of section 1504 of the Code, of Xxxx Indemnitees for any Taxes which the Boise Cascade and Oxford are membersClosing Date Current Liabilities. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (ib) any liability Any Taxes for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable a period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the including a Pre-Closing Partial Period and a Post-Closing Partial Period shall be apportioned between such Pre-Closing Partial Period and such Post-Closing Partial Period) and (ii) any liability for , based, in the case of real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle PeriodTaxes, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and, in the case of other Taxes, on the actual activities, taxable income or taxable loss of the Corporation during such Pre-Closing Partial Period and such Post-Closing Partial Period. (iic) real The Shareholders shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Corporation on or prior to the Closing Date and personal property shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Xxxx shall file or cause to be filed when due all Tax Returns required to be filed after the Closing Date. With respect to any Tax Returns required to be filed by Xxxx pursuant to this Section 7.3(c) for which the Shareholders have any liability for Taxes due (including pursuant to their indemnity obligations under Section 7.3(a)), any such Tax Returns shall be apportioned between Boise Cascade submitted by Xxxx to the Shareholders at least twenty days prior to the due date (including extensions) of such Tax Returns for the Shareholders’ consent, not to be unreasonably withheld. The Shareholders’ consent to such Tax Returns shall be presumed if the Shareholders fail to respond to Xxxx within fifteen days following the submission of such Tax Returns to the Shareholders by Xxxx. Prior to the due date (including extensions) of such Tax Returns, the Shareholders shall pay Xxxx their share of the Taxes shown to be dues on such returns. If the Shareholders disagree with the computation of such amount, the Shareholders shall notify Xxxx of such disagreement in writing at the time of payment. Xxxx and the Purchaser in accordance with Shareholders shall use their respective best efforts to resolve any such disagreement, and if no resolution is achieved within two months, Xxxx and the principles under section 164(d) Shareholders shall mutually select an independent accounting firm, whose determination of the Codeissue for which there is disagreement shall be final and binding on Xxxx and the Shareholders. Upon resolution or determination of such issue, there shall be made a payment, if necessary, between Xxxx and the Shareholders in order to take into account the results of such resolution or determination. (d) Xxxx and the Shareholders shall reasonably cooperate, and shall cause their respective Affiliates, officers, directors, employees, and agents to cooperate, in preparing and filing all returns, reports and forms relating to Taxes, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. (e) The Shareholders, on the one hand, and Xxxx, on the other hand, agree to give prompt notice to each other of any proposed adjustment to Taxes of the Corporation for any Pre-Closing Period or any Pre-Closing Partial Period. Xxxx shall control any Tax audits or other proceedings involving the Corporation, provided that the Shareholder Representative may participate in any such proceeding at the sole cost and expense of the Shareholders. Neither Xxxx, on the one hand, nor the Shareholders, on the other hand, may settle or otherwise resolve any such audit or proceeding relating to any Pre-Closing Period or any Pre-Closing Partial Period without the consent of the other party, such consent not to be unreasonably withheld.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement (i) With Respect to each of the contrary Asset Sellers. The Shareholders of each Asset Seller shall be responsible for and except as provided in Section 5.1.1, 12.3, pay and 12.4.2 hereof, Boise Cascade shall jointly and severally indemnify the Purchaser and its affiliates and hold them harmless CSR and the Purchasers from and against all Taxes imposed on the Asset Seller or for which the Asset Seller is liable, with respect to all periods ending on or after the Closing Date. (ii) With respect to CMS/TemPro Resources of Indianapolis, Inc. ("CMS/TemPro INDY"). Except for Taxes that are reserved for on the Closing Balance Sheet, the Stock Sellers shall be responsible for and pay and shall jointly and severally indemnify and hold harmless CSR and the Purchasers and CSM/TemPro INDY (and each of their respective affiliates, successors and assigns) from and against (i) all Taxes imposed on CMS/TemPro INDY, or for which CMS/TemPro INDY is liable, with respect to any liability for Taxes of period beginning before the Companies Closing Balance Sheet Date and ending on or otherwise relating after the Closing Balance Sheet Date but only with respect to the Assets portion of such period up to and including the Closing Balance Sheet Date (such portion, a "Pre-Closing Partial Period"), (ii) any costs or Business expenses (other than the time of employees of CMS/TemPro INDY and advisory fees and facilitating fees associated with a federal income tax audit of a Tax Return for all taxable periods a Pre-Closing Partial Period) with respect to the Taxes indemnified under this Section 10.3(a)(ii) and (iii) advisory fees and facilitating fees with respect to a federal income tax audit for a Pre-Closing Partial Period. For purposes of this Section 10.3(a)(ii), Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating or capital loss deduction attributable to any period (or portion thereof) beginning on the Closing Balance Sheet Date and ending after the Closing Balance Sheet Date, but shall not include amounts which would have been paid but for the application of any credit or net operating or capital loss deductions attributable to any period (or portion thereof) ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersDate. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary The Seller shall be responsible for and except as provided in Section 5.1.1pay and shall indemnify, 12.3, save and 12.4.2 hereof, Boise Cascade shall indemnify hold harmless the Purchaser and its affiliates the Company (and hold them harmless each of their respective Affiliates, successors and assigns) from and against (i) all Taxes imposed on the Company, or for which the Company is liable, with respect to (A) all periods ending on or prior to the Closing Date, (B) any liability period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion, a "PRE-CLOSING PARTIAL PERIOD"), or (C) all Taxes for which the Company may be liable under Treas. Reg. Section 1.1502-6 or analogous provision under state or local law by reason of the Company being a member of a consolidated, combined or unitary group of corporations; and (ii) any costs or expenses with respect to the Taxes indemnified hereunder; PROVIDED, HOWEVER, that the Seller shall not have any such indemnification obligations with respect to such Taxes, costs and expenses to the extent (x) of any reserves for Taxes on the Closing Balance Sheet and (y) such amounts are otherwise taken into account in the post-Closing adjustment pursuant to SECTION 2.3 and SECTION 2.4 hereof. For purposes of this SECTION 9.7(a), Taxes shall include the Companies amount of Taxes which would have been paid but for the application of any credit or otherwise relating net operating or capital loss deduction attributable to any period (or portion thereof) ending after the Assets Closing Date, but shall not include amounts which would have been paid but for the application of any credit or Business for all taxable periods net operating or capital loss deductions attributable to any period (or portion thereof) ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersDate. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade (i) Seller shall indemnify the Purchaser Buyer and its affiliates Affiliates (including the Companies) and hold them harmless from all Losses arising in connection with any Taxes of or imposed upon the Companies for any Pre-Closing Tax Period, and for any obligation of a Company to indemnify or otherwise assume or succeed to a Tax liability of any other person, including under Treasury Reg. 1.1502-6 or any analogous provision of state, local or foreign law, in excess of the amount set forth for such Taxes on the Final Closing Statement, (provided that no indemnification claims may be brought against Seller with respect to Taxes until after delivery of said Final Closing Statement) and (i2) any liability breach of a representation set forth on Section 2.11. (ii) Buyer shall bear and indemnify Seller for the cost of all transfer, documentary, stamp, sales, excise, use, registration and other Taxes or recording fees payable in respect of the transfer of the Shares including, without limitation, any real property transfer and gains Taxes. The parties will cooperate in the filing of Tax Returns related to such Taxes. (iii) 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 or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable allocable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Tax Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis computed as if such taxable period ended as of the close of business on and included the Closing dateDate, except provided that (i) all standard exemptions, allowances, deductions, exemptionsreal property taxes and ad valorem taxes that are calculated on an annual basis (including, allowances but not limited to, depreciation and other similar items amortization deductions) shall be apportioned allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the Pre-Closing Period on a per diem basis number of days in each period; and (ii2) real and personal property Taxes the taxable period of any partnership or other pass-through entity in which any of the Companies holds a beneficial interest shall be apportioned between Boise Cascade and deemed to terminate on the Purchaser in accordance with the principles under section 164(d) of the CodeClosing Date.

Tax Indemnification. 12.4.1 Notwithstanding anything (a) Except as otherwise provided in this Agreement to the contrary and except as provided in Section 5.1.1Article VII, 12.3, and 12.4.2 hereof, Boise Cascade Genworth shall indemnify the Purchaser Buyer, its Affiliates, and its affiliates the Stock Sale Companies against and hold them each harmless from and against from: (i) any Tax of any Stock Sale Company for a Pre-Closing Tax Period, except: (1) Taxes paid to the appropriate Taxing Authority by or for the account of the Stock Sale Companies on or prior to the Closing Date and (2) to the extent of the amount of any accrued liability for Taxes on the Final Closing Balance Sheet, reduced by the amount of actual payments of the Companies or otherwise relating to the Assets or Business Tax Allocation Amounts provided for all taxable periods ending on or before the Closing date and for the Pre-Closing Period, in Section 7.8; (ii) any liability of a Stock Sale Company for Taxes which of any Person (other than a Stock Sale Company) as a result from (A) the deemed sale of assets pursuant to the Electionshaving been a member of a consolidated group that included General Electric Company or Genworth, and (B) the deemed sale of assets pursuant to any comparable elections under provision of joint and several liability including, without limitation, Treasury Regulation Section 1.1502-6 and any corresponding provision of state or local tax laws and Tax Law; (iii) any liability for Taxes imposed upon either resulting from a breach or inaccuracy of the representations contained in Section 3.12 or Section 7.1 (for this purpose, the breach of any representation or warranty shall be determined without regard to materiality); (iv) any Income Taxes attributable to the making of the Section 338(h)(10) Election; provided, however, that for the avoidance of doubt, any Taxes related to any step down in the basis of the assets of any of the Stock Sale Companies pursuant resulting from the Section 338(h)(10) Election or any Taxes of any Stock Sale Company as the “new target” corporation shall not be treated as a Tax attributable to Treasury Regulation section 1.1502-6 the making of the Section 338(h)(10) Election; (v) any amount payable after the Closing Date, as a Tax or otherwise, as a result of a Stock Sale Company’s being party to any Tax Sharing Agreement entered into before the Closing Date other than any payments provided for in Section 7.8; and (vi) any net increase in Taxes in a member Post-Closing Tax Period resulting from adjustments to or changes in Tax items relating to any of the affiliated groupStock Sale Companies for any Pre-Closing Tax Period, within whether such adjustments or changes are voluntarily made or are required by a Taxing Authority; provided, however, it is understood and agreed for the meaning avoidance of section 1504 of the Code, of doubt that there can be no such net increase in Income Tax with respect to any Stock Sale Company in jurisdictions for which the Boise Cascade and Oxford are members. 12.4.2 a Section 338(h)(10) Election is made. Notwithstanding anything else in this Agreement to the contrary, the Purchaser Genworth shall not indemnify Boise Cascade and its affiliates and hold them harmless from and against Buyer for (i) any liability for payments relating to current Income Taxes made pursuant to Section 7.8 that Genworth timely remits to the appropriate Taxing Authority in respect of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing dateStock Sale Companies, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment other payments made pursuant to Section 4.3 hereof7.8. 12.4.3 In (b) Except as otherwise provided in this Article VII, the case Buyer shall indemnify Genworth and its Affiliates (other than the Stock Sale Companies) from and against and hold them harmless from: (i) any Tax of any Straddle Stock Sale Company for a Post-Closing Tax Period; and (ii) all Taxes resulting from any action, taken without Genworth’s written consent by the Buyer or any of the Stock Sale Companies after the Closing, in contravention of Section 7.2(e). In addition, the determination Buyer shall pay to Genworth (subject to the provisions of Section 7.6(e) and without duplication thereof) the amount of any net decrease in Taxes in a Post-Closing Tax Period resulting from adjustments to or changes in Tax items relating to any of the liability Stock Sale Companies for Taxes for the any Pre-Closing Period shall Tax Period, whether such adjustments or changes are voluntarily made or are required by a Taxing Authority; provided, however, it is understood and agreed for the avoidance of doubt that there can be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if no such taxable period ended on and included the Closing date, except that net decrease in Income Tax with respect to any Stock Sale Company in jurisdictions for which a Section 338(h)(10) Election is made. (c) (i) Following the Closing Date, Genworth shall control the conduct of all standard deductionsstages of any Tax Proceeding involving Taxes for which Genworth could be held liable pursuant to this Article VII. The Buyer shall furnish or shall cause a Stock Sale Company to furnish, exemptionsas appropriate, allowances and Genworth with powers of attorney or any other similar items shall document or authorization necessary or appropriate to enable Genworth to exercise the control provided Genworth in this Section 7.6(c). The Buyer (i) shall, within thirty days from its or any Stock Sale Company’s receipt of any written notice of any pending or threatened Tax Proceeding with respect to which indemnification may be apportioned sought against Genworth under this Article VII, provide written notice to the Pre-Closing Period on a per diem basis Genworth thereof, and (ii) real shall not and personal property Taxes shall be apportioned between Boise Cascade not permit any of its Affiliates to take any action with respect to any Tax Proceeding (including, without limitation, accepting in whole or in part any proposed adjustment, waiving any right, or entering into any settlement or agreement in compromise) that could result in a claim for indemnification against Genworth pursuant to this Article VII without Genworth’s express written consent. Notwithstanding Genworth’s obligations under Section 7.3 or under this Section 7.6, Genworth shall have no obligation to pay or to indemnify or hold Buyer or any of its Affiliates (including the Stock Sale Companies) harmless from, and Buyer shall indemnify Genworth against, any Tax imposed or assessed to the Purchaser extent such Tax is greater than it would have been because of (i) the failure of Buyer to notify Genworth as required by this paragraph, if such failure adversely affects Genworth’s ability to respond adequately in accordance with a timely manner to the principles under section 164(dnotice of a Tax Proceeding, or (ii) any action taken without Genworth’s written consent in contravention of the Codeimmediately preceding sentence. Genworth may elect to forgo control of any Tax Proceeding that it is entitled to control pursuant to this Section 7.6(c), and shall notify the Buyer if Genworth elects to forgo such control. In that event, the Buyer shall control the conduct of such Tax Proceeding, but shall afford Genworth and its Tax advisors a reasonable opportunity to participate (at Genworth’s expense) in the conduct of such Tax Proceeding, including, without limitation, the right to participate in conferences with Taxing Authorities and submit pertinent material in support of Genworth’s position.

Tax Indemnification. 12.4.1 Notwithstanding anything (a) The Sellers agree to jointly and severally indemnify and hold harmless each Buyer Tax Indemnified Party against any Sellers Indemnified Tax Loss; provided that the Sellers and their Affiliates shall have no liability for the payment of any Sellers Indemnified Tax Loss (%4) attributable to or resulting from any action described in this Agreement Section 7.01(a); (%4) for which Buyer is otherwise required to indemnify the Sellers under Section 7.04(b); and (%4) to the contrary and except as provided extent that such Sellers Indemnified Tax Loss is reflected in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against calculation of Closing Net Working Capital (each of (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Pre-Closing Period), (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as )), a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members“Sellers Indemnified Tax Loss Limitation”). 12.4.2 Notwithstanding anything in (b) Buyer agrees to indemnify and hold harmless each Sellers Tax Indemnified Party against any Buyer Indemnified Tax Loss. (c) Section 9.06 and Section 9.07 shall apply to any indemnification payment made under this Agreement Section 7.04 by the party making the indemnification payment (the “Tax Indemnifying Party”) to the contraryparty receiving such payment (the “Tax Indemnified Party”), the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against mutatis mutandis. (id) any liability for Taxes For purposes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing datethis Section 7.04, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In the case of any Taxes (other than Transfer Taxes) that are payable in respect of a Straddle Period, the determination portion of the liability for Taxes for the such Tax related to a Pre-Closing Tax Period 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 accrued 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 Final Closing Statement on an interim-closing-of-the-books basis as Date and the denominator of which is the number of days in the entire Tax period and (1) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, shall equal the portion of such Tax that would have been payable if such taxable the relevant Tax period ended on and included the Closing date, except that Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (ii) shall be made in a manner consistent with prior practice of the Companies. (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned The Tax Indemnified Party agrees to give prompt notice to the Tax Indemnifying Party of any Indemnified Tax Loss or the assertion of any claim, or the commencement of any audit, suit, action or proceeding (a “Tax Proceeding”) in respect of which indemnity may be sought hereunder (specifying with reasonable particularity the basis therefor) and will give the Tax Indemnifying Party such information with respect thereto as the Tax Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (ii) The Tax Indemnifying Party may, at its own expense, (1) participate in or assume the defense of any Tax Proceeding in respect of which indemnity may be sought hereunder; provided that the parties shall jointly control the conduct of any Tax Proceeding that relates to both Pre- and Post-Closing Tax Periods, and (1) with respect to any Tax Proceeding that relates either (1) to Combined Taxes or (1) solely to one or more Pre-Closing Period on Tax Periods, where a per diem basis Seller is the Tax Indemnifying Party, or solely to Post-Closing Tax Periods, where Buyer is the Tax Indemnifying Party, assume the sole defense of such Tax Proceeding; provided that (x) the Tax Indemnifying Party shall thereafter consult with the Tax Indemnified Party upon the Tax Indemnified Party’s reasonable request for such consultation from time to time with respect to such Tax Proceeding and (y) the Tax Indemnifying Party shall not, without the Tax Indemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, agree to any settlement with respect to any Tax if such settlement would adversely affect the Tax liability of the Tax Indemnified Party or any of its Affiliates. (iii) The Tax Indemnified Party shall have the right (but not the duty) to participate in the defense of any Tax Proceeding, other than any Tax Proceeding the Tax Indemnifying Party assumes the sole defense thereof under paragraph (ii) real above, and personal property Taxes to employ counsel, at its own expense, separate from the counsel employed by the Tax Indemnifying Party. The Tax Indemnified Party shall not settle any Tax Proceeding in respect of which indemnity may be apportioned between Boise Cascade and sought hereunder without the Purchaser in accordance with the principles under section 164(d) consent of the CodeTax Indemnifying Party, unless the Tax Indemnifying Party elects not to assume such defense. Whether or not the Tax Indemnifying Party chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. The Tax Indemnifying Party shall not be liable under this Section 7.04 with respect to any Tax resulting from a claim or demand it was not notified of or the defense of which the Tax Indemnifying Party was not offered the opportunity to assume as provided under this Section 7.04(e) to the extent the Tax Indemnifying Party’s liability under this Section 7.04 is adversely affected as a result thereof. (f) Any claim of any Buyer Tax Indemnified Party under this Section 7.04 may be made and enforced by Buyer on behalf of such Buyer Tax Indemnified Party and any claim of any Sellers Tax Indemnified Party may be enforced by any Seller or any Affiliate of a Seller on behalf of such Sellers Tax Indemnified Party.

Tax Indemnification. 12.4.1 Notwithstanding anything 13.6.1 Subject to the provisions contained in this Agreement Section 13 and in Section 9.4.4 and 9.10, the Seller shall pay to the contrary and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify the Purchaser and its affiliates and hold them harmless from and against an amount equal to (i) any liability for Taxes incurred by any Group Company arising from a breach of the Companies or otherwise relating a Tax representation contained in Section 13.2, (ii) any Indemnifiable Tax payable by any Group Company with respect to any Pre-Closing Date Tax Period, (iii) an amount equal to any Indemnifiable Tax attributable to the Assets pre-Closing portion of any Straddle Tax Period and (iv) any liability for real estate transfer tax incurred by any Group Company or Business for all taxable periods ending the Purchaser and attributable to transactions taking place on or before the Closing date Date (including the execution of this Agreement) relating to or affecting the Lunen property ((i), (ii),(iii) and for (iv) each referred to herein as a "Tax Loss"). Such indemnification obligation of Seller shall be reduced by the Preamount of any Tax Saving related to the relevant breach or Indemnifiable Tax. However, such indemnification obligation of Seller shall be determined without regard to any reduction of Tax resulting from (i) a carryback of a loss or credit from a Post-Closing Period, Date Tax Period or (ii) the portion of any liability for Taxes which result carryback or a loss or credit from (A) the deemed sale of assets pursuant a Straddle Tax Period that is attributable to the Electionspost-Closing portion of the Straddle Tax Period, and (B) the amount of any Tax or Indemnifiable Tax payable or deemed sale payable by any Group Company shall be deemed, for purposes of assets pursuant this Section 13.6, to any comparable elections under state be the amount of such Tax or local tax laws and (iii) any liability for Taxes imposed upon either Indemnifiable Tax that would have been payable in the absence of the Companies pursuant to Treasury Regulation section 1.1502-6 as such carryback of a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are membersloss or credit. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser 13.6.2 The Seller shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business not be liable for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case Tax Loss that would not have been incurred but for the Purchaser's indemnity will cover only that portion breach of any such Taxes that is not attributable to the Pre-Closing Period) and Tax Covenant set out in Section 13.4 (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject without prejudice to any adjustment made pursuant to Section 4.3 hereofother rights of Seller arising from the breach). 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything (i) Purchaser's sole and exclusive remedies for Damages from and after the Closing for or in respect of Taxes shall be under this Agreement Section 6.1(c). Seller will be responsible for, will pay or cause to the contrary and except as provided in Section 5.1.1, 12.3be paid, and 12.4.2 hereofwill, Boise Cascade shall indemnify the and hold harmless Purchaser and its affiliates and hold them harmless Affiliates, from and against any and all Damages for or in respect of each of the following: (iA) any liability for and all Taxes of the Companies AVEX or otherwise relating Kilbride Holdings with respect to the Assets any taxable period of AVEX or Business for all taxable periods Kilbride Holdings ending on or before the Closing date Date; and (B) any and for the Pre-Closing Period, all Taxes allocated to Seller hereunder and not previously paid. (ii) With respect to Section 338(h)(10) Election contemplated by Section 5.4(a) of this Agreement, Seller shall be solely responsible for and shall have sole control for the conduct of all claims asserted by any liability Tax authority for Taxes any Tax described in Section 5.4(b) for which result from (ASeller has the responsibility for preparing and filing tax returns in any audit, administrative and judicial proceeding in any jurisdiction that recognizes the principles and procedures of Section 338(h)(10) of the deemed sale of assets pursuant Code or equivalent or comparable provision. Purchaser shall promptly give notice to Seller in the Electionsevent any such claim is addressed to Purchaser. If any preceding claim or proceeding is reasonably expected to have a Material Adverse Effect on any Tax, accounting or filing position for a Tax period in which Purchaser, AVEX, or the AVEX Group could be liable for Tax, the parties shall jointly control, participate in and (B) the deemed sale of assets pursuant to any comparable elections under state resolve such claim or local tax laws and proceeding. (iii) With regard to claims for any liability for Taxes imposed upon either Tax described in Section 5.4(b) that are not covered by Section 6.1(c)(ii) and any Tax described in Section 5.4(c), which are asserted by any jurisdiction that does not recognize the principles and procedures of Section 338(h) (10) of the Companies pursuant Code or equivalent or comparable provision, Purchaser and Seller shall cooperate and consult with each other in the conduct of such claims in any audit or proceeding. Purchaser shall promptly give notice to Treasury Regulation section 1.1502-6 Seller of any such claim, and provide Seller on a regular basis with timely reports as a result of being a member to the progress of the affiliated groupaudit or proceeding and any issues arising with respect thereto. Purchaser shall be responsible for the conduct of any such audit or proceeding. Seller shall have the right at any time to elect to participate actively in the conduct of any such audit or proceeding. Purchaser shall not settle or compromise any issue that would give rise to an indemnity under Section 5.4(b) and (c) without the prior written consent of Seller which shall not be unreasonably withheld or delayed. (iv) Any liability arising under any Tax sharing, within the meaning of section 1504 Tax indemnity, Tax allocation or similar contract to which any of the CodeAVEX Group is a party or is obligated thereunder, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement each case on or prior to the contraryClosing Date, the Purchaser shall be considered Damages and Seller shall be responsible for, shall pay or cause to be paid, and shall indemnify Boise Cascade and its affiliates and hold them harmless Purchaser, as an adjustment to the Purchase Price, from and against any such Damages. (iv) Any claim for indemnity hereunder may be made at any liability for Taxes time prior to 90 days after the expiration of the Companies or otherwise relating applicable Tax statute of limitations with respect to the Assets or Business for any relevant taxable period ending after the Closing date (except to the extent such taxable period began before the Closing dateincluding all periods of extension, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) any liability for real and personal property Taxes accrued on the Final Closing Statement subject to any adjustment made pursuant to Section 4.3 hereofwhether automatic or permissive). 12.4.3 In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes shall be apportioned between Boise Cascade and the Purchaser in accordance with the principles under section 164(d) of the Code.

Tax Indemnification. 12.4.1 Notwithstanding anything (a) From and after the Closing, except for Taxes accrued or reserved for and specifically identified as such in this Agreement the Final Closing Balance Sheet and which can be determined to be accrued or reserved with respect to the contrary item for which indemnification is sought hereunder and except as provided taken into account in the Final Adjustment Statement and in the determination of the Final Post-Closing Adjustment, the Sellers shall indemnify, save and hold harmless the Buyer Indemnitees from and against (collectively, “Seller Taxes”) (i) all liability for Taxes of the Acquired Companies for all Pre-Closing Tax Periods, (ii) any and all damages arising out of, resulting from or incident to any breach by the Sellers of any covenant contained in Section 5.1.18.2.4, 12.3(iii) any increase in Tax liability for a Pre-Closing Tax Period or Post-Closing Tax Period imposed on the Acquired Companies due to the application of Code Section 280G to any payments made by an Acquired Company, and 12.4.2 hereof(iv) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or a comparable state or local Tax provision) for Taxes of any Person which is or has been an Affiliate of the Acquired Companies during a Pre-Closing Tax Period; provided, Boise Cascade however, that the Sellers shall indemnify not be liable for or pay and shall not indemnify, defend, save or hold harmless the Purchaser Buyer Indemnitees for any Taxes (collectively, “Excluded Taxes”) imposed on the Acquired Companies as a result of the transactions occurring on or prior to the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation 1.1502-76(b)(1)(ii)(B)) to periods after the Closing Date. For the avoidance of doubt, all items paid by the Company on the Closing Date shall be deemed to have been paid by the Company during the final Pre-Closing Tax Period. (b) From and its affiliates after the Closing, Buyer shall indemnify, save and hold them harmless the Sellers from and against (i) any all liability for Taxes of the Acquired Companies or otherwise relating to the Assets or Business for all taxable periods ending on or before the Closing date and for the Preany Post-Closing Period, (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period ending after the Closing date (except to the extent such taxable period began before the Closing date, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) Tax Period and (ii) any liability for real and personal property Taxes accrued on all damages arising out of, resulting from or incident to the Final Closing Statement subject to breach by Buyer of any adjustment made pursuant to covenant contained in Section 4.3 hereof8.2.4. 12.4.3 (c) In the case of any Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that : (i) all standard deductionsreal, exemptions, allowances personal and intangible property Taxes and any other similar items shall be apportioned to the Pre-Closing Period Taxes levied on a per diem basis (“Per Diem Taxes”) of the Acquired Companies for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of the Acquired Companies (other than Per Diem Taxes) for any Pre-Closing Tax Period shall be computed as if such Tax Period ended as of the close of business on the Closing Date. (d) Sellers’ indemnity obligations in respect of Seller Taxes, as determined pursuant to Section 10.6(a), shall initially be effected by Sellers’ payment to Buyer of the excess of (i) any such Taxes for a Pre-Closing Tax Period (as may be evidenced by any Tax Return prepared by Buyer in accordance with Section 8.2.4 or as otherwise indicated in a written notice prepared by Buyer that is satisfactory to the Seller Representative) over (ii) the sum of (A) the amount of such Taxes with respect to the Acquired Companies paid by Sellers at any time, and (B) the amount of such Taxes paid by the Acquired Companies on or prior to the Closing Date. Sellers shall pay such excess to Buyer within twenty (20) days after written demand thereof is made by Buyer (but not earlier than five (5) days before the date on which the Taxes for the relevant Tax Period are required to be paid to the relevant Taxing Authority). If the sum of (i) the amount of any Seller Taxes paid by Sellers at any time and (ii) real and personal property the amount of Seller Taxes paid by the Acquired Companies on or prior to the Closing Date exceeds the amount of Seller Taxes, Buyer shall pay to Sellers the amount of such excess within twenty (20) days after the Tax Return with respect to the final liability for such Taxes is required to be apportioned between Boise Cascade and filed with the Purchaser relevant Taxing Authority. In the case of a Tax that is contested in accordance with the principles under section 164(dprovisions of Section 10.6(e), payment of the Tax to the appropriate Taxing Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Taxing Authority or court. (e) If a Claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment with respect to Tax Claims to an indemnitee pursuant to this Article 10, the indemnitee shall promptly and in any event no more than twenty (20) days following the indemnitee’s receipt of such Claim, give written notice to the indemnitor of such Claim (a “Tax Proceeding”); provided, however, the failure of the indemnitee to give such notices shall only relieve the indemnitor from its indemnification obligations hereunder to the extent it is actually prejudiced by such failure. With respect to any Tax Proceeding relating to a Pre-Closing Tax Period, Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel) at its own expense; provided, however, that if the resolution of any portion of a Tax Proceeding would increase the Taxes of the Acquired Companies for a Post-Closing Tax Period by more than $50,000, Sellers shall give written notice to the Buyer, which shall be entitled to jointly control only the proceedings taken solely in connection with such portion of such Tax Proceeding. Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Proceeding relating solely to Taxes of the Acquired Companies for a Straddle Period or any Tax Proceeding involving both a Pre-Closing Tax Period and Post-Closing Tax Period. Buyer shall control at its own expense all proceedings with respect to any Tax Proceeding relating to a Post-Closing Tax Period, unless the Tax Proceeding involves both a Pre-Closing Tax Period and a Post-Closing Tax Period, in which case Sellers and Buyer shall jointly control such Tax Proceeding. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Proceeding which it is entitled to control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding without prejudice. No Tax Proceeding in which Sellers and the Buyer are entitled to jointly control all proceedings may be settled without the written consent of Buyer, such consent not to be unreasonably withheld or delayed. Buyer, Sellers, the Acquired Companies and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Proceeding in accordance with Section 8.2.4. (f) The parties shall satisfy their indemnity obligations pursuant to this Section 10.6 within ten (10) days after a final determination (within the meaning of Section 1313(a) of the Code) of the relevant Tax is made.

Tax Indemnification. 12.4.1 Notwithstanding anything in this Agreement to the contrary Seller shall indemnify, save and except as provided in Section 5.1.1, 12.3, and 12.4.2 hereof, Boise Cascade shall indemnify hold the Purchaser and its affiliates and hold them Indemnified Persons harmless from and against any and all Losses incurred in connection with, arising out of, resulting from or incident to (i) any liability for Taxes of the Companies Company with respect to any Tax year or otherwise relating to the Assets or Business for all taxable periods portion thereof ending on or before the Closing date and for the Pre-Closing Period, Date (ii) any liability for Taxes which result from (A) the deemed sale of assets pursuant to the Elections, and (B) the deemed sale of assets pursuant to any comparable elections under state or local tax laws and (iii) any liability for Taxes imposed upon either of the Companies pursuant to Treasury Regulation section 1.1502-6 as a result of being a member of the affiliated group, within the meaning of section 1504 of the Code, of which the Boise Cascade and Oxford are members. 12.4.2 Notwithstanding anything in this Agreement to the contrary, the Purchaser shall indemnify Boise Cascade and its affiliates and hold them harmless from and against (i) any liability for Taxes of the Companies or otherwise relating to the Assets or Business for any taxable period Tax year beginning before and ending after the Closing date Date, to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), including the tax liability, if any, arising on account of a Section 338(h)(10) Election, except to the extent that such taxable period began before Taxes are reflected in the reserve for such Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing dateDate in accordance with past custom and practice of the Company in filing its Tax Returns, in which case the Purchaser's indemnity will cover only that portion of any such Taxes that is not attributable to the Pre-Closing Period) and (ii) the unpaid Taxes of any liability for real and personal property Taxes accrued on Person (other than the Final Closing Statement subject to Company) under Treasury Regulations Section 1.1502-6 (or any adjustment made pursuant to Section 4.3 hereof. 12.4.3 In similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, the determination of the liability for Taxes for the Pre-Closing Period shall be accrued on the Final Closing Statement on an interim-closing-of-the-books basis as if such taxable period ended on and included the Closing date, except that (i) all standard deductions, exemptions, allowances and other similar items shall be apportioned to the Pre-Closing Period on a per diem basis and (ii) real and personal property Taxes in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would by payable if the relevant Tax period ended on the Closing Date, provided, that for purposes of this sentence any transactions occurring on the Closing Date after the Closing shall be apportioned between Boise Cascade and treated as having occurred on the Purchaser in accordance with day after the principles under section 164(d) of the CodeClosing Date.