Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. Sellers shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and against (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)).

Tax Indemnification. Sellers shall (i) Xxxxxx and Seller, jointly and severally severally, shall be responsible for and pay, and shall save, defend, indemnify and hold harmless the Acquiror Buyer Indemnified Parties harmless from and against against, (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided with respect to the Companies prior to Units, the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising Business for any Tax year or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the Tax period or portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer thereof ending on or before the Closing Date of securities (such year or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (portion, a “PostPre-Closing Tax Period”), (ii) any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion Taxes, (iii) any Taxes of a Straddle Period beginning Seller Party imposed on such Seller Party as a transferee or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability successor of any Company for which Sellers are not liable under Section 7.2(a)) other Person by Contract or pursuant to set against or otherwise mitigate the Tax; and any Law, (Giv) any Taxes that would not have arisen but for may be due or payable or that become due and payable in connection with the failure sale of Acquiror the Units or the consummation of the Transactions, (v) any Litigation or Loss of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 any kind or for the failure to timely remit nature relating directly or indirectly to the applicable Governmental Authority Company being taxed as anything other than an S corporation within the meaning of Code Sections 1361 and 1362 beginning with the Company’s 1992 taxable year and at all times thereafter until the Effective Time; (vi) any Taxes deducted arising under or withheld in connection with any Company Plan in any period prior to Closing (whether or not such rights are exercised or become vested on, at or after Closing); and (vii) any breach of, or default of or under, any covenant, obligation or Liability of Seller or Xxxxxx under Section 13(e). (ii) Buyer shall be responsible for and pay, and shall save, defend, indemnify and hold harmless the Seller Indemnified Parties from and against, all Taxes with respect to the payments made under this Agreement pursuant to Section 2.7. Notwithstanding Units, the Company or the Business for any Tax year or Tax period (or a portion thereof) beginning on or after the Closing Date. (iii) In the event that any other provision of this Agreement to conflicts with the contrary, (w) Sellers’ indemnification obligations pursuant to provisions of this Section 7.2(a15(g), the provisions of this Section 15(g) (for will govern the avoidance rights and obligations of doubt, including Sellers’ indemnification obligations the parties with respect to the Surviving Representations) shall survive the Closing and continue Tax matters addressed in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)15(g).

Tax Indemnification. Sellers shall jointly IDX agrees to be responsible for and severally to indemnify and hold the Acquiror Allscripts Indemnified Parties harmless from and against (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes that may be imposed upon or assessed against ChannelHealth or the assets thereof: (A) with respect to all taxable periods ending on or prior to the Closing Date; (B) with respect to any and all Taxes of ChannelHealth for which the period allocated to IDX pursuant to Section 11.3(b)(iv); (C) arising by reason of any breach by ChannelHealth or any inaccuracy of any of the Companies representations contained in Section 6.10 hereof; (D) by reason of being a successor-in-interest or transferee of another entity; (E) with respect to any and all Taxes of any member of a consolidated, combined or unitary group of which ChannelHealth (or any predecessor predecessor) is or was a member on or prior to the Closing Date, by reason of the foregoing) is held liable under liability of ChannelHealth pursuant to Treasury Regulation Section 1.1502-6 6(a) or any analogous or similar state, local or non-U.S. Law, foreign Law or regulation; and (F) by reason of such entity being a member of an affiliatedthe transactions contemplated by Article IV hereof. IDX shall also pay and shall indemnify and hold harmless the Allscripts Indemnified Parties from and against any losses, consolidateddamages, combinedliabilities, or unitary group at any time on or before the Closing Date; (iii) any obligations, deficiencies, costs and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing expenses (including, without limitation, degrouping charges reasonable expenses and withholding Taxes arising out of the sale fees for attorneys and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); accountants) (v"Related Costs") any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror IDX is responsible pursuant to Section 7.2(g); (E) any reduction in, or indemnify the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations Allscripts Indemnified Parties pursuant to this Section 7.2(a11.3(a) (for the avoidance of doubtor any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions)defense or settlement thereof, unless the Acquiror Indemnified Parties deliver to Sellers, prior relating to such expiration, a notice alleging Taxes) or the facts giving rise to the indemnification obligation enforcement of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)11.3(a).

Tax Indemnification. Sellers shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and against (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any other provision of this Agreement to the contrary: (a) If any Party or any of its Affiliates (collectively, jointly and severally, the "Indemnifying Parties") takes any action prohibited by Article IV, above, or violates a representation or covenant contained in Article IV, above, or takes or fails to take any other action (wany such action, failure to act or violation, a "Tainting Act") Sellers’ indemnification obligations pursuant and the Reorganization or any portion thereof fails to this Section 7.2(a) (qualify for the avoidance Tax treatment stated in the Letter Ruling in whole or in part as a result of doubtsuch Tainting Act, then the Indemnifying Parties shall (jointly and severally) indemnify and hold harmless the other Party and its Affiliates (collectively, the "Indemnified Parties") against any and all Taxes and any other costs and liabilities imposed upon or incurred by the Indemnified Parties as a result of the Tainting Act, including Sellers’ indemnification obligations any liability of the Indemnified Parties arising from Taxes imposed on shareholders of a Party to the extent (i) any shareholder or the IRS or other Taxing Authority successfully seeks recourse against the Indemnified Parties on account of any such Tainting Act, or (ii) the Indemnified Parties assume or otherwise incur any liability for such Taxes or other costs or liabilities of such shareholders; (b) Stratos and its Affiliates shall (jointly and severally) indemnify and hold harmless Methode and its Affiliates for any Tax imposed upon or incurred by Methode and its Affiliates as a direct or indirect result of any action taken after the Distribution by Stratos or any of its Affiliates. In addition, if (i) the Distribution is ultimately determined to be taxable to Methode and/or Methode's shareholders other than (x) in connection with cash in lieu of fractional shares or (y) as a result of an action with respect to the Surviving Representations) shall survive the Closing which Methode or its Affiliates would be required to indemnify Stratos and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers its Affiliates pursuant to Section 5.02(a) or 5.04 of this Section 7.2(a) shall survive untilAgreement, and only (ii) Stratos or its Affiliates are not otherwise required to indemnify and hold Methode and its Affiliates harmless with respect to that determination under the other provisions of this Agreement, then Stratos and its Affiliates will indemnify and hold Methode and its Affiliates harmless for purposes of, the resolution 50% (fifty percent) of the matter covered any such Tax or other liability payable by such notice; (x) the Tax representations Methode and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations its Affiliates as a result of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))that determination.

Tax Indemnification. Sellers shall hereby agree, jointly and severally severally, to be liable for and to indemnify and hold the Acquiror Purchaser Indemnified Parties harmless from and against any and all Losses in respect of (i) all Taxes of the Company and the Subsidiaries (or the non-payment any predecessor thereof) (to be satisfied by way of payment to the Companies Purchaser only) (A) for all Pre-any taxable period ending on or before the Closing Tax Periods Date, and (B) for the portion of all any Straddle Periods beginning on or before and Period ending at the close of business on the Closing Date (including determined as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax periodSection 9.6(c)); (ii) any and all Taxes arising in relation to any taxable period ending after the Closing Date and for which the Company or any of the Companies (or any predecessor of the foregoing) Subsidiaries is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group and would not have been liable but for having at any time on or before the Closing Date; (iii) Date been a member of a group for Tax purposes with any and all Taxes of any Person imposed on company other than the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (Subsidiary, including, without limitation, degrouping charges pursuant to Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under United States federal, state, local or foreign (whether in the United Kingdom or elsewhere) Law); (iii) the failure of any of the representations and withholding warranties contained in Sections 5.13(iv) and (v) and 5.14 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein) or the failure to perform any covenant contained in this Agreement with respect to Taxes; and (iv) any Taxes arising out from or in respect of the sale and transfer transactions described in the BDO Step Paper; provided, that the Sellers shall have no liability to the Purchaser under this Section 9.6 with respect to (w) Taxes which are taken into account in the calculation of Indebtedness (x) Taxes which are solely attributable to voluntary acts of the Equity Interests Purchaser or the Company and any of the Conveyed Entities as Subsidiaries that are not required by Law where such acts occur after Closing and outside the Ordinary Course of Business, (y) Taxes attributable to a change in legislation or published practice of any Taxing Authority occurring in either case after Closing, and (z) any Transfer Taxes payable in connection the transactions contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)).

Tax Indemnification. Sellers Seller shall jointly and severally indemnify indemnify, defend, and hold the Acquiror Indemnified Parties harmless Purchaser from and against any and all Damages for: (i) all Taxes of or imposed on Seller; (ii) Transfer Taxes required to be paid by Seller pursuant to this Agreement; (iii) Taxes of or imposed upon the non-payment thereof) of the Companies for all Acquired Entities with respect to any Pre-Closing Tax Periods, and for any Straddle Periods and but only with respect to the portion of all such Straddle Periods beginning on or before and Period ending on the Closing Date (including and as may result from revocation or requirement to repay any portion determined in the manner provided in Section 6.7 of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period)Agreement; (iiiv) any and all Taxes for which any of imposed on the Companies (or any predecessor of the foregoing) is held liable Acquired Entities under Treasury Regulation Regulations Section 1.1502-6 (and corresponding provisions of state, local, or foreign Law) as a result of having been a member of any analogous or similar federal, state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, foreign consolidated, combinedunitary, combined or similar group for any taxable period ending on or before, or unitary group at any time on or before that includes, the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies , or as a transferee or successor successor, pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Tax Indemnification Agreement, but excluding any Transfer Taxes)or similar contract or arrangement, or otherwise; (v) any Taxes imposed on breach by Seller of any Company under Code of the covenants and obligations contained in Section 108(i) with respect to cancellation 6.7 of indebtedness income realized prior to the Closingthis Agreement; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; 3.14 of this Agreement and (yvii) Taxes imposed on or related or attributable to the indemnification obligations Excluded Assets or the transfer of Sellers the Excluded Assets as contemplated by Section 2.1. All amounts payable or to be paid under this Section 7.2(a6.8 shall be paid in immediately available funds within five (5) Business Days after the receipt of a written request from the indemnified party entitled to such payment. The parties hereto agree to treat any payment made pursuant to this Section 6.8 and Article IX as an adjustment to the Purchase Price for all Tax purposes, except as required under applicable Law. In no event shall not the indemnities provided for in this Section 6.8 be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))provisions of Article IX of this Agreement.

Tax Indemnification. Sellers The Parent Indemnified Persons, from and after the Closing, shall jointly be entitled to indemnification from the Company Stockholders (on a joint and severally indemnify several basis) against, and hold the Acquiror Parent Indemnified Parties Persons shall be entitled to be held harmless from and against against, any Losses suffered by such Parent Indemnified Persons resulting from, arising out of, relating to, or caused by (i) all Taxes incurred by the Company (or the non-payment thereofA) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be year or Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time period ending on or before the Closing Date; , and (iiiB) in the case of a Straddle Period, to the extent apportioned to the Pre-Closing Period under Section 5.3(a) and (ii) any and all Taxes of any Person (other than the Company) imposed on the Companies Company as a transferee or successor successor, by contract or pursuant to Law or by Contract which any Law, if the Taxes relate to an event or transaction occurring during a Pre-Closing Period; provided, however, that the indemnification obligation of the Company Stockholders shall (x) only be applicable to the extent Losses attributable to clauses (i) and (ii) above exceed the amount, if any, accounted for in the Estimated Closing Statement and taken into account in determining the Post-Closing Adjustment in Section 2.10, and (y) not apply with respect to (A) any transactions occurring on or before the Closing Date, but after the Closing; , outside the Ordinary Course of Business (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as unless explicitly contemplated by this Agreement, but excluding any Transfer Taxes) or (B) Losses arising from a breach by Parent of Section 5.3(i); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) . From and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising Parent shall be responsible for, and shall hold the Stockholder Indemnified Persons harmless from an obligation of and against, any Taxes imposed on the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to Company (i) for any employee Tax year or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise Tax period beginning after the Closing Date (other than a Straddle Period) and (ii) in the case of any option granted by a Straddle Period, to the Sellers or their Affiliates before extent apportioned to the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement pursuant to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) aboveSection 5.3(a); provided, however, that no indemnity Parent shall not be provided under this Section 7.2(a) for (A) responsible for, or required to hold the Stockholder Indemnified Persons harmless from and against, any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror any Company Stockholder is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement (including pursuant to Section 2.7. Notwithstanding any provision the other parts of this Agreement to the contrary, (w) Sellers’ Section 5.3(b). The indemnification obligations pursuant to contained in this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations5.3(b) shall survive the Closing and shall continue in full force and effect until sixty thirty (6030) days after the expiration of the applicable statute of limitations (including extensions)limitations, unless the Acquiror Indemnified Parties deliver giving effect to Sellersany extensions thereof, prior has expired with respect to each such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Tax.

Tax Indemnification. Sellers (i) Seller shall jointly and severally indemnify and hold harmless the Acquiror Buyer Indemnified Parties harmless from and against (iA)(1) all Taxes (or the non-payment thereof) of the Companies for all Purchased Entities attributable to any Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending Period, (2) Taxes imposed on the Purchased Assets for any Pre-Closing Date Tax Period, and (including as may result from revocation 3) Taxes imposed on the Business attributable to any Pre-Closing Tax Period, (B) Taxes arising under Section 1.1502-6 of the Treasury Regulations or requirement to repay any portion similar provision of state, local or foreign Law by virtue of any Tax Incentive provided to the Companies Purchased Entity having been a member of a consolidated, combined, affiliated, unitary or other similar tax group prior to the Closing, whichand (C) all Taxes attributable to the distribution or transfer of property owned by the Chinese Subsidiary in connection with the Restructuring Activities (whether occurring before, at or after the Closing), and (D) Transfer Taxes that Seller is responsible for under this purposeSection 6.8, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for each case, other than Taxes (I) indemnified under Section 6.8(a)(ii)(F), (II) arising out of any breach of any covenant made by Buyer or any of its Affiliates, (III) arising out of any action taken outside the Companies at ordinary course of business by Buyer or any of its Affiliates on the Closing but were Date, except to the extent such action was expressly contemplated by this Agreement, or (IV) reflected on a full dollar basis in effect the Final Consideration (collectively, the items set forth in some previous clauses (A)-(C) of this sentence, subject to the exclusions set forth in clauses (I)-(IV) of this sentence, the “Excluded Tax periodLiabilities ”); . Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.8(a)(i), a Buyer Indemnified Party may recover such Taxes and Losses one time only. (ii) Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against (A) Taxes of the Purchased Entities attributable to any and all Post-Closing Tax Period, (B) Taxes imposed on the Purchased Assets for which any Post-Closing Tax Period, (C) Taxes imposed on the Business attributable to any Post-Closing Tax Period, (D) Taxes arising out of any breach of any covenant made by Buyer or any of its Affiliates in this Agreement, (E) Taxes arising out of any action taken outside the Companies (ordinary course of business by Buyer or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time its Affiliates on or before the Closing Date; , except to the extent such action was expressly contemplated by this Agreement, (F) Transfer Taxes that Buyer is responsible for under this Section 6.8, and (G) Taxes of the Buyer and any of its Affiliates (other than the Purchased Entities). Notwithstanding that a claim for Taxes may fall into multiple categories of this Section 6.8(a)(ii), a Seller Indemnified Party may recover such Taxes one time only. (iii) any and all Taxes In the case of any Person imposed Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Companies as a transferee or successor pursuant Closing Date, including for purposes of determining Taxes reflected in the Final Consideration and any liability for Taxes under this Section 6.8, shall be deemed to Law or by Contract which Taxes relate to an event or transaction occurring on or before be (A) in the Closing; (iv) any and all case of Taxes imposed on any Company a periodic basis (such as real or any Seller personal property Taxes), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (B) in the case of Taxes not described in clause (A) of this Section 6.8(a)(iii) (such as franchise Taxes or Acquiror as a method of collecting Taxes that are based on or related to income or receipts), the amount of any Company such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date based on an interim closing of the books method; provided, however, that solely for purposes of allocating and determining any Taxes imposed in connection with or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges purchase and withholding Taxes arising out sale of the sale Purchased Shares and transfer the Purchased Assets and the assumption of the Equity Interests of the Conveyed Entities as contemplated by Assumed Liabilities pursuant to this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior the portion that relates to the Closing; (vi) the pre-Closing portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a6.8(a)(iii) shall be determined based on an interim closing of the books as of immediately prior to the Effective Time (and, for the avoidance of doubt, including Sellers’ the Transaction Tax Deductions shall be allocated to the portion of the Straddle Period ending on the Closing Date). (iv) The indemnification obligations with respect pursuant to the Surviving RepresentationsSection 6.8(a) shall survive the Closing and continue in full force and effect Date until sixty the date that is thirty (6030) days after following the expiration of the applicable Tax statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))limitations.

Tax Indemnification. Sellers (i) Each Seller shall jointly and severally indemnify Buyer Indemnitees and hold the Acquiror Indemnified Parties them harmless from and against all Adverse Consequences incurred by such Buyer Indemnitees in connection with or arising from: (i) all Taxes (or the non-payment thereof) imposed on the Targets, or for which the Targets may otherwise be liable, for all taxable periods ending on or before the Closing Date and the portion through the end of the Companies Closing Date for all any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Periods and the portion Period”), other than Taxes imposed as a result of all Straddle Periods beginning on or before and ending any transaction that occurs on the Closing Date (including as may result from revocation or requirement to repay any portion after the effective time of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which of any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at of which any time Target (or any predecessor of any of the foregoing) is or was a member on or before prior to the Closing Date; , including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar Law, (iii) any and all Taxes of any Person (other than the Targets) imposed on the Companies Targets as a transferee or successor successor, by contract or pursuant to Law or by Contract any Law, which Taxes relate to an event or transaction occurring on or before the Closing; , (iv) any Section 338 Taxes, and (v) any and all Taxes arising from or attributable to any breach by Sellers of a Tax covenant under this Agreement; provided, however, that in the case of clauses (i), (ii), (iii) and (iv) above, Sellers shall be liable only to the extent that such Taxes are not taken into account in computing Capital and Surplus as of the Closing. (ii) Buyer shall indemnify Seller Indemnities and shall hold them harmless from and against Adverse Consequences incurred by such Seller Indemnitees in connection with or arising from all Taxes (or the non-payment thereof) imposed on any Company the Targets, or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (includingfor which Targets may otherwise be liable, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)9(a).

Tax Indemnification. Sellers shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and against (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any other provision of this Agreement to the contrary: (a) If any Party or any of its Affiliates (collectively, jointly and severally, the "Indemnifying Parties") takes any action prohibited by Article IV, above, or violates a representation or covenant contained in Article IV, above, or takes or fails to take any other action (wany such action, failure to act or violation, a "Tainting Act") Sellers’ indemnification obligations pursuant and the Reorganization or any portion thereof fails to this Section 7.2(a) (qualify for the avoidance Tax treatment stated in the Letter Ruling in whole or in part as a result of doubtsuch Tainting Act, then the Indemnifying Parties shall (jointly and severally) indemnify and hold harmless the other Party and its Affiliates (collectively, the "Indemnified Parties") against any and all Taxes and any other costs and liabilities imposed upon or incurred by the Indemnified Parties as a result of the Tainting Act, including Sellers’ indemnification obligations any liability of the Indemnified Parties arising from Taxes imposed on shareholders of a Party to the extent (i) any shareholder or the IRS or other Taxing Authority successfully seeks recourse against the Indemnified Parties on account of any such Tainting Act, or (ii) the Indemnified Parties assume or otherwise incur any liability for such Taxes or other costs or liabilities of such shareholders; (b) Stratos and its Affiliates shall (jointly and severally) indemnify and hold harmless Methode and its Affiliates for any Tax imposed upon or incurred by Methode and its Affiliates as a direct or indirect result of any action taken after the Distribution by Stratos or any of its Affiliates. In addition, if the Distribution is ultimately determined to be taxable to Methode and/or Methode's shareholders (other than in connection with cash in lieu of fractional shares) and Stratos or its Affiliates are not otherwise required to indemnify and hold Methode and its Affiliates harmless with respect to that determination under the Surviving Representationsother provisions of this Agreement, then Stratos and its Affiliates will indemnify and hold Methode and its Affiliates harmless for 50% (fifty percent) shall survive the Closing of any such Tax or other liability payable by Methode and continue in full force and effect until sixty (60) days after the expiration its Affiliates as a result of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))that determination.

Tax Indemnification. Sellers (a) From and after the Closing Date, Seller shall jointly be responsible for, shall pay or cause to be paid, and severally indemnify shall indemnify, defend and hold harmless each Tax Indemnitee against, and reimburse such Tax Indemnitee for, on a Grossed-Up Basis, any Losses resulting from, arising out of, relating to, in the Acquiror Indemnified Parties harmless from and against nature of, or caused by: (i) all Taxes (any Tax imposed on or the non-payment thereof) relating to any of the Acquired Companies for all with respect to any Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); Period; (ii) any and all Taxes for Tax imposed upon or relating to any Relevant Group of which any of the Acquired Companies (or any predecessor of the foregoingpredecessor) is held liable under Treasury Regulation or was a member pursuant to Section 1.1502-6 of the Treasury regulations (or any analogous or similar provision of state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combinedlocal, or unitary group at any time on or before the Closing Date; foreign Law); (iii) any and all Taxes Tax imposed upon or relating to any of any Person imposed on the Acquired Companies as a transferee or successor pursuant to Law successor, by contract, or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; otherwise; (iv) any and all Taxes imposed on any Company Tax arising directly or any Seller (indirectly from a breach or Acquiror as inaccuracy of a method of collecting Taxes of any Company representation or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes)warranty set forth in Section 3.9; and (v) any Taxes imposed on Section 338 Tax. (b) Except as otherwise provided in Section 8.9, payment in full of any Company amount due under Code Section 108(i8.9(a) with respect to cancellation of indebtedness income realized prior shall be made to the Closing; (vi) Tax Indemnitee in immediately available funds at least five Business Days before the portion of any Transfer Taxes date for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes payment of the Companies, whether incurred before or Taxes to which such payment relates is due. (c) From and after the Closing Date, Buyer shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless Sellers against, and reimburse Sellers for, any losses resulting from, arising from an obligation of the Companies for employmentout of, social or similar Taxes or relating to, in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their householdnature of, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted caused by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after of the Closing; (D) Acquired Companies the portion indemnification for which is not provided in Section 8.9(a). Except as otherwise provided in Section 8.9, payment in full of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations amount under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations8.9(c) shall survive be made to Seller in immediately available funds at least five Business Days before the Closing and continue in full force and effect until sixty (60) days after the expiration date for payment of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver Taxes to Sellers, prior to which such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))payment relates is due.

Tax Indemnification. Sellers Each Seller shall jointly (on a joint and severally several basis) pay or cause to be paid to Purchaser, and shall indemnify Purchaser and its Affiliates and hold the Acquiror Indemnified Parties them harmless from and against against, without duplication (including any such Taxes or amounts that have otherwise been paid or reimbursed pursuant to Article 7) (i) all any Taxes imposed by any applicable Law on Sellers, (ii) any Taxes (or the non-payment thereof) of the Companies or imposed on any Acquired Entity for all any Pre-Closing Tax Periods and Period (in the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion case of any Tax Incentive provided to Straddle Period, determined in the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently manner set forth in effect for any of the Companies at Closing but were in effect in some previous Tax periodSection 6.2(c); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date); (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor allocated to Sellers pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the ClosingSection 6.2(f); (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with resulting from any transaction breach by Sellers of any Company that occurs after the Closing on the Closing Date and is not covenant or obligation applicable to Sellers contained in the ordinary course of business as carried on immediately before the Closingthis Agreement; (Cv) any Taxes arising solely out of attributable to any election breach or deemed election under inaccuracy in any representation or warranty made in Section 338 of the Code 3.15; (vi) any payroll Taxes with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Period that, as of immediately prior to the Closing, have been deferred by the Acquired Entities pursuant to the CARES Act or any other corresponding or similar provision of other applicable Tax Period Law in connection with COVID-19; (vii) all Taxes of any Affiliated Group of which any Acquired Entity (or the portion of any predecessor thereof) is or was a Straddle Period beginning member on or before and ending on prior to the Closing DateDate by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local Law; (Fviii) all Taxes of any other Person (other than an Acquired Entity) for which any Acquired Entity is or has been liable as a transferee or successor, by contract (other than any such contract that does not principally relate to Taxes) or otherwise, which Taxes result from an event or transaction occurring prior to the Closing, and (ix) the reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) to (viii); provided, however, no Seller shall be responsible for any such Taxes (y) unless and to the extent that a Relief such Taxes exceed the amount of such Taxes, if any, included in the finally determined Actual Indebtedness or Actual Company Expenses, or (other than Acquiror’s Reliefz) is available to a Company (arising out of or would have been available but for the use of the Relief to set against or mitigate a liability resulting from any breach by Purchaser of any Company for which Sellers are not liable under Section 7.2(a)) covenant or obligation applicable to set against or otherwise mitigate Purchaser contained in this Agreement (the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its indemnity obligations under described in this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions6.2(a), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the “Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)Indemnification Obligations”).

Tax Indemnification. Sellers (a) Each Principal Stockholder shall jointly and severally indemnify the Buyer Indemnified Parties and hold the Acquiror Indemnified Parties them harmless from and against any Loss attributable to (i) all any Taxes (or the non-payment thereof) of the Companies Company for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and taxable periods ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; Date and the portion through the end of the Closing Date for any taxable period that includes (iiibut does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) any and all Taxes of any Person (other than the Company) imposed on the Companies Company as a transferee or successor successor, by contract or pursuant to Law any law, rule or by Contract regulations, which Taxes relate to an event or transaction occurring on or before the Closing; , (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aaiii) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Companies, whether incurred before Company or after a Company Subsidiary is or was a member on or prior to the Closing Date, arising from an obligation including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, provincial or foreign law or regulation, and (iv) the failure of any of the Companies for employmentrepresentations and warranties contained in Section 3.12 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein) or the failure to perform any covenant contained in this Agreement with respect to Taxes, social or similar Taxes or provided, however, that in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result case of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to clauses (i) any employee or director of any Company ), (ii) a member of their household), or (iii) and (iv) above, Principal Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, that has been accrued for such Taxes (excluding any trust accrual for deferred Taxes) on the face of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date Balance Sheet (rather than in any notes thereto) and taken into account in determining the Working Capital Adjustment provided in Section 2.6, and provided, further, that the maximum aggregate liability of any option granted by the Sellers or their Affiliates before Principal Stockholders under Sections 6.3 and 6.7 shall not exceed the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by sum of (bbx) the amount of the Working Capital Indemnity Amount, if any, and (y) 50% of the amount of the aggregate Merger Consideration received by which the Stockholders. (b) Buyer agrees to pay over to the Escrow Agent, or if there is a separate Paying Agent, to such Paying Agent, for payment to the Stockholders the amount of any Tax Liability which would otherwise be payable by the Companies in any PostBenefits from a Pre-Closing Tax Period is actually reduced as a result realized by the Buyer, any Affiliate of the utilization Buyer or any successor or transferee of any Acquiror’s Relief (which, notwithstanding anything in this Agreement of the foregoing from the Taxes giving rise to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided applicable indemnification claim under this Section 7.2(a) for 6.7.1 (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a “Indemnified Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax PeriodItem”), provided that such Tax Benefit is actually realized by any net operating loss, capital loss, such Person. Such Person shall be considered to have actually realized a Tax credit carryover or other Tax asset or Relief generated or arising in or in respect Benefit only upon the receipt of a cash refund from a Pre-Closing Tax Period or upon a credit from a Pre-Closing Tax Period against a tax obligation that would otherwise be imposed in a Post-Closing Tax Period. The Buyer shall pay to the Escrow Agent, or if there is a separate Paying Agent, to such Paying Agent, for payment to the Stockholders the Tax Benefit promptly after the Tax Benefit is actually realized, provided, however, that such payment will not be made prior to the payment of the applicable indemnification payment under this Section 6.7.1 in respect of the applicable Indemnified Tax Item by the Buyer Indemnifying Party. If all or any portion of a Straddle Period beginning on or before and ending on any Tax Benefit is subsequently disallowed, the Closing Date; (F) Buyer Indemnifying Party shall, upon receipt of written notice of such disallowance, repay to the extent Buyer Indemnified Party the amount disallowed, provided that a Relief (other than Acquiror’s Relief) is available the Buyer Indemnified Party will have the same obligations, and the Buyer Indemnifying Party will have the same rights, with respect to a Company proposed disallowance of a Tax Benefit as are prescribed for Tax Claims in Section 6.7.6. (or would have been available but for c) [Intentionally Omitted] (d) Any indemnification amount payable by any Person under this Section 6.7.1 to any Buyer Indemnified Party shall be offset against, and reduced by, the use of the Relief to set against or mitigate a liability amount of any Company for which Sellers are Tax Benefits actually realized by such Buyer Indemnified Party. The Stockholders shall not liable be entitled to duplicate Tax Benefits under this Section 6.7.1(d) and under Section 7.2(a6.7.1(b)) . Subject to the Buyer’s judgment as set against or otherwise mitigate forth in the Tax; next sentence, for purposes of Section 6.7.1 and Section 6.3.12 hereof, Buyer shall (G) any Taxes that would not have arisen but for the failure of Acquiror or any and shall cause each of its Affiliates (including the CompaniesCompany) to) use its respective commercially reasonable efforts to comply with its obligations under this Section 7.2 or for the failure take all appropriate actions reasonably necessary to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7realize all such Tax Benefits that may be available. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) Buyer shall not be subject required to take the actions required by the immediately preceding sentence to realize any such Tax Benefit if Buyer determines in its reasonable business judgment that it is not advisable to pursue such Tax Benefit, provided such judgment shall be made without regard to the limitations set forth in Section 10.4 (other than availability of indemnification by the limitations set forth in Section 10.4(a)(v) Buyer Indemnifying Parties. The Stockholders shall be responsible for any costs associated with filing any amended Tax Return and Sections 10.4(b)pursuing any claim necessary to obtain a Tax Benefit, (c) (as applicable)to the extent the costs are incremental and would not have otherwise been incurred by the Buyer, (d), (e) and (j))whether or not such Tax Benefit is actually realized or subsequently disallowed.

Tax Indemnification. Sellers (a) From and after the Closing, Seller shall jointly and severally indemnify indemnify, defend, save and hold harmless the Acquiror Buyer Indemnified Parties harmless from and against against, without duplication: (i) any and all Taxes (Damages arising out of, resulting from or incident to the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion breach of any Tax Incentive provided representation or warranty made by Seller pursuant to Section 3.14; provided, that, Seller shall not have any obligation hereunder with respect to any such breach unless the Companies Buyer Indemnified Parties have made a claim for indemnification pursuant to this Section 9.3 with respect to such breach prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that expiration of such items are no longer currently representation or warranty as set forth in effect for any of the Companies at Closing but were in effect in some previous Tax period)Section 9.1; and (ii) any and all Taxes Damages arising out of, resulting from or incident to any breach by Seller of any covenant contained in Section 5.8, provided, that, Seller shall not have any obligation hereunder with respect to any such breach unless the Buyer Indemnified Parties have made a claim for which indemnification pursuant to this Section 9.3 with respect to such breach. (b) From and after the Closing, Buyer shall indemnify, defend, save and hold harmless the Seller Indemnified Parties from and against, without duplication, any and all Damages arising out of, resulting from or incident to the breach by Buyer of any covenant contained in Section 5.8, provided, that, Buyer shall not have any obligation hereunder with respect to any such breach unless the Companies Seller Indemnified Parties have made a claim for indemnification pursuant to this Section 9.3 with respect to such breach. (or c) If a claim shall be made by any predecessor of Tax Authority with respect to Taxes, which, if successful, might result in an indemnity payment to a party pursuant to this Section 9.3 (a “Tax Claim”), the foregoingprovisions set forth in Section 9.2(c) is held liable under Treasury Regulation (subject to Section 1.1502-6 or 9.3(d)) shall apply. (d) With respect to any analogous or similar state, local or non-U.S. Law, by reason of such entity being Tax Claim relating to a member of an affiliated, consolidated, combined, or unitary group at any time Tax Period ending on or before prior to the day immediately preceding the Closing Date, Seller shall control all proceedings and make all decisions relating to such Tax Claim (including selection of counsel) at its expense; (iii) provided, that, Buyer shall have the right to participate in any and all Taxes of any Person imposed on such Tax Claim that may adversely affect the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company Buyer or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding Company for any Transfer Taxes); (v) any Taxes imposed periods ending on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of at Buyer’s expense. Seller shall promptly notify Buyer if Seller decides not to control the Companies for employment, social defense or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director settlement of any Company (ii) a member of their householdTax Claim which it is entitled to control pursuant to this Agreement, or (iii) any trust of which and Buyer shall thereupon be permitted to defend and settle such proceeding; provided, that, Seller shall have the right to participate in any such person is an actual or potential beneficiary; or (Y) Tax Claim that may adversely affect the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date Seller, at Seller’s expense. Proceedings relating to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise Claim for a Straddle Period shall be payable by governed under the Companies provisions set forth in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding Section 9.2(c). Notwithstanding anything in this Agreement to the contrary, for this purpose, no Party shall include any relief, allowance, credit, deduction, exemption agree to settle or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction incompromise, or the availability of cause to be settled or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”)compromised, any net operating lossTax Claim if such settlement or compromise would adversely affect the other Party or its Affiliates, capital losswithout such other Party’s prior written consent, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) consent shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b)unreasonably withheld, (c) (as applicable), (d), (e) and (j))conditioned or delayed.

Tax Indemnification. Sellers shall jointly (a) Except to the extent of any Taxes that were taken into account in the determination of Closing Adjusted Net Working Capital, from and severally indemnify after the Closing, Parent Seller agrees to indemnify, save and hold harmless the Acquiror Indemnified Parties harmless Purchaser Indemnitees from and against all (i) all Taxes (or the non-payment thereof) of the Companies for all any Tax Group Member with respect to any Pre-Closing Tax Periods and Period (other than Purchaser Taxes), (ii) Taxes arising out of or related to the portion breach of all Straddle Periods beginning any covenants in this Article IX, (iii) Taxes imposed on any Tax Group Member as a result of being a member of a consolidated, combined, unitary or similar group on or before and ending on prior to the Closing Date (including as may result from revocation or requirement to repay any portion Date, by reason of the Liability of any Tax Incentive provided Group Member pursuant to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under U.S. Treasury Regulation Section 1.1502-6 6(a) (or any predecessor or successor thereof or any analogous or similar state, local or non-U.S. provision under any Applicable Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with related to any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 breach of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 4.17 (other than to the Surviving Tax Representationsextent not indemnifiable pursuant to clauses (i), (ii) shall not survive or (iii) above); provided, however, that unless otherwise provided under Applicable Law, the Closing for any purpose; and (y) the indemnification obligations Liability of Sellers under this Section 7.2(a) 9.03 for property Taxes shall reflect Sellers’ direct and indirect percentage ownership in the relevant Tax Group Member or Non-Tax Group Member. Subject to Section 9.08, Parent Seller shall not be subject liable for or pay for any Taxes that are imposed on Parent Seller or any Affiliate of Parent Seller, or any Tax Group Member as a result of actions taken or elections made by Purchaser or any Tax Group Member after the Closing (collectively, “Purchaser Taxes”); provided, however, Purchaser Taxes shall not include, and Parent Seller shall remain liable for, any Taxes imposed on Parent Seller, any Affiliate of Parent Seller or any Tax Group Member, (x) where the actions taken or elections made by Purchaser or such Tax Group Member are required by Applicable Law and consented to by Sellers, such consent not to be unreasonably withheld, or (y) result from any Section 338(h)(10) Election made in accordance with Section 9.08. Notwithstanding anything to the limitations contrary in this Agreement, Sellers shall not indemnify Purchaser Indemnitees for Taxes of any Acquired Company for any Post-Closing Tax Period unless such Taxes result from adjustments of the Code (or any corresponding or similar provision of state, local or foreign Income Tax law) resulting from a breach of the representation in Section 4.17(j). No Party shall have any responsibility or obligation for the Taxes of any Person that is neither a Tax Group Member nor a Non-Tax Group Member, except as specifically set forth in this Section 9.03. (b) From and after the Closing, Purchaser shall indemnify, save and hold harmless the Seller Indemnitees from and against (i) Taxes of any Tax Group Member for any Post-Closing Tax Period, (ii) Purchaser Taxes and (iii) Taxes arising from or related to the breach of any covenant in this Article IX. (c) In the case of any Straddle Period: (i) real, personal and intangible property Taxes and any other Taxes of any Tax Group Member for any Pre-Closing Tax Period that are levied on a per diem basis (“Per Diem Taxes”) 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; (ii) all Real Property Taxes (other than Real Property Taxes arising in respect of a transfer or disposal (in either case, whether directly or indirectly) of any Real Property) and personal property Taxes levied or assessed for the Tax Period that includes the Closing Date shall be prorated at Closing and taken into account in the calculation of Closing Adjusted Net Working Capital. Such proration shall be made on a per diem basis (calculated pursuant to the formula set forth in Section 10.4 9.03(c)(i) above), as of the close of business on the Closing Date. If the actual property Taxes for the then-current calendar year are not known as of the Closing Date, such proration shall be based upon the actual Taxes assessed with respect to the real estate or personal property Tax xxxx, as applicable, for the immediately preceding year. Such proration shall be recalculated upon the issuance of final Tax bills for the applicable calendar year. Any amount due from one Party to another Party hereto as a result of such recalculation shall promptly be paid in immediately available funds; and (iii) the Taxes of any Tax Group Member (other than Per Diem Taxes or Purchaser Taxes) for any Pre-Closing Tax Period shall be computed as if such Straddle Period ended as of the limitations set forth close of business on the Closing Date (and for such purpose, the Tax Period of any partnership or other pass-through entity which is a Tax Group Member or in Section 10.4(a)(v) which a Tax Group Member holds a beneficial interest shall be deemed to terminate at such time). Any exemptions, deductions or credits relating to a Straddle Period that are calculated on an annual or other periodic basis shall be apportioned to the Pre-Closing Period by determining the amount thereof for the entire Straddle Period and Sections 10.4(b)then multiplied by a fraction, (c) (as applicable), 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. (d) Except to the extent taken into account in determining Closing Adjusted Net Working Capital, Sellers shall be entitled to any refund of, or credit for or reduction in, Taxes of any Tax Group Member for any Tax Period ending on or before the Closing Date. The amount of any refunds of, or credits for or reductions in, Taxes of the Tax Group Members for Tax Periods beginning after the Closing Date shall be for the account of Purchaser. The amount or economic benefit of any refunds of, or credits for or reduction in or other offsets of, Taxes for a Straddle Period shall be apportioned in a manner consistent with Section 9.03(c). A Party shall pay (or cause to be paid) to the other Party the amount of such refund, credit, reduction or offset owed to such other Party within ten (e10) and (j))days of receipt or credit thereof.

Tax Indemnification. Sellers (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall jointly be made in accordance with Section 2.8 free and severally indemnify clear of, and hold the Acquiror Indemnified Parties harmless from without deduction for, any and against all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) all Taxes net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on gross receipts or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason income of such entity being a member of an affiliatedIndemnified Party, consolidated, combined, or unitary group at any time on or before the Closing Date; in each case (iiix) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (includingrecipient being organized under the laws of, without limitationor having its principal office or, degrouping charges and withholding Taxes arising out of in the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion case of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (viior any political subdivision thereof) all Taxes arising or increased (y) imposed as a result of any breach of a present or inaccuracy former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any Surviving Tax Representation; (viii) all Taxesother transaction pursuant to or enforced this Agreement, feesany Conduit Support Document or any Related Document, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before sold or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or assigned an interest in securities to (i) any employee or director of any Company Transferred Assets), (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen been imposed but for the failure of Acquiror such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its Affiliates lending office (including other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the Companies) case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to comply with its obligations under this Section 7.2 or for the failure account of such Owner with respect to timely remit an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement extent that, pursuant to Section 2.7. Notwithstanding any provision of this Agreement 8.2(a), amounts with respect to the contrarysuch Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Surviving RepresentationsTransferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall survive the Closing and continue in full force and effect until sixty be increased as may be necessary so that after making all required deductions of Taxes (60) days after the expiration of the applicable statute of limitations (including extensionsother than Excluded Taxes), unless the Acquiror Indemnified Parties deliver including deductions of Taxes applicable to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers additional sums payable under this Section 7.2(a)8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in which caseaccordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the indemnification obligations required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of Sellers itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 7.2(a8.2(a) shall survive untilin respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent. (b) An Owner claiming increased amounts under this Section 8.2 for Taxes paid or payable by such Owner will furnish to the applicable Funding Agent a certificate prepared in good faith setting forth the basis and amount of each request by such Owner for such Taxes, and only for purposes ofsuch Funding Agent shall deliver a copy thereof to the Transferor, the resolution Administrative Agent and the Servicer. A Funding Agent or the Administrative Agent claiming increased amounts under this Section 8.2 for its own account for Taxes paid or payable by such Funding Agent or the Administrative Agent, as applicable, will furnish to the Transferor and the Servicer a certificate prepared in good faith setting forth the basis and amount of each request by the Funding Agent or the Administrative Agent for such Taxes. Any such certificate of an Owner or Funding Agent or the Administrative Agent shall be conclusive absent manifest error. Failure on the part of any Owner or Funding Agent or the Administrative Agent to demand additional amounts pursuant to this Section 8.2 with respect to any period shall not constitute a waiver of the matter covered right of such Owner or Funding Agent or the Administrative Agent, as the case may be, to demand compensation with respect to such period. Each Owner agrees that it will not demand compensation under this Section 8.2 for amounts incurred more than 180 days prior to the date of demand, provided, that if the Regulatory Change giving rise to such increased amounts is retroactive, then the 180-day period referred to above shall extend to include the period of retroactive effect. All such amounts shall be due and payable to such Funding Agent on behalf of such Owner or to such Funding Agent or the Administrative Agent for its own account, as the case may be, on the Payment Date following receipt by the Transferor of such notice; certificate, if such certificate is received by the Transferor at least five (5) Business Days prior to the Determination Date related to such Payment Date and otherwise shall be due and payable on the following Payment Date. (c) Each Owner and each Participant agrees that prior to the date on which the first interest or fee payment hereunder is due thereto, it will deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent (i) (x) if such Owner is not a “United States person” as defined in Section 7701(a)(30) of the Tax representations Internal Revenue Code, two duly completed (in a manner reasonably satisfactory to the Transferor) copies of the U.S. Internal Revenue Service Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8EXP, or successor applicable forms required to evidence that the Owner is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (or in the case of an assignee or Participant at a rate no greater than that applicable to the related Owner if such Owner is entitled to receive amounts pursuant to this Section 8.2), or (y) if such Owner is a “United States person,” a duly completed (in a manner reasonably satisfactory to the Transferor) U.S. Internal Revenue Service Form W-9 or successor applicable or required forms, and warranties (ii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding and backup withholding taxes. Each Owner also agrees to deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent two further duly completed (in a manner reasonably satisfactory to the Transferor) copies of such U.S. Internal Revenue Service Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8EXP or Form W-9, as applicable, or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by the Servicer, the Transferor, a Funding Agent or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, the Owner is no longer eligible as a result of such change to deliver the then-applicable form set forth above and so advises the Servicer, the Transferor, the applicable Funding Agent and the Administrative Agent. (d) Each Owner agrees that it shall use commercially reasonable efforts to reduce or eliminate any amount due under this Section 8.2, including but not limited to designating a different lending office if such designation will eliminate or reduce any amount due under this Section 8.2 and will not, in the reasonable opinion of such Owner, be unlawful or otherwise disadvantageous to such Owner or inconsistent with its policies or result in any unreimbursed cost or expense to such Owner or in an increase in the aggregate amount payable under Section 8.3 hereof. (e) If any Owner requests compensation under this Section 8.2, the Transferor may, at its sole expense and effort, upon notice to such Owner, the related Funding Agent and the Administrative Agent, request that such Owner assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 3.15 9.2 of this Agreement), all its interests, rights (other than its existing rights to payments pursuant to this Section 8.2) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Owner, if an Owner accepts such assignment), or if such Owner and its related Funding Agent do not consent to such assignment, the Surviving Tax RepresentationsTransferor may terminate such Owner’s or the related Ownership Group’s interests, rights and obligations under this Agreement; provided that (i) with respect to any such assignment described above, the Transferor shall have received the prior written consent of the Funding Agent for the related Owner and the Administrative Agent, such consent not survive to be unreasonably withheld, conditioned or delayed, (ii) such assigning or terminated Owner shall have received payment of an amount equal to the Closing for any purpose; Net Investment, accrued yield thereon, accrued fees and all other amounts payable to it hereunder or relating to this Agreement, and (yiii) in the indemnification obligations case of Sellers any such assignment resulting from a claim for compensation under this Section 7.2(a) 8.2, such assignment will result in a reduction in such compensation or payments. The Transferor shall not request that any Owner make any such assignment and delegation if, prior thereto, as a result of a waiver by such Owner or otherwise, the circumstances entitling the Transferor to request such assignment and delegation cease to apply. (f) If a payment made hereunder to any Indemnified Party would be subject to withholding tax imposed by FATCA if such Indemnified Party were to fail to comply with the limitations set forth applicable reporting requirements of FATCA (including those contained in Section 10.4 (other than 1471(b) or 1472(b) of the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b)Code, (c) (as applicable), such Indemnified Party (d)or the Funding Agent acting on its behalf) shall deliver to the Transferor, the Servicer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such persons such documentation prescribed by applicable law and such additional documentation reasonably requested by the Transferor or the Administrative Agent as may be necessary for such persons to comply with their obligations under FATCA and to determine that such Indemnified Party has complied with such Indemnified Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. (eg) If any Conduit Purchaser is an Indemnified Party and (j)).such Indemnified Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such

Tax Indemnification. Sellers (a) Seller shall jointly pay or cause to be paid, shall be liable for, and severally indemnify shall indemnify, defend and hold the Acquiror Indemnified Parties harmless from Buyer and against (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing its Affiliates (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising the Company and its Subsidiaries) harmless from an obligation of the Companies for employmentand against, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to without duplication (i) any employee or director of any Company and all Excluded Taxes (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any other than Taxes arising out of from or in connection with any action taken or transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror undertaken by Buyer or any of its Affiliates (including the CompaniesCompany or any of its Subsidiaries) to comply with its obligations under after the Closing that is outside of the Ordinary Course of Business unless required or contemplated by this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority Agreement), (ii) any Taxes deducted arising from or withheld from the payments made under in connection with any breach by Seller or any of its Affiliates of any covenant contained in this Agreement Agreement, (iii) any Transfer Taxes for which Seller is responsible pursuant to Section 2.7. Notwithstanding any provision of this Agreement 7.9, and (iv) all costs and expenses, including reasonable legal, accounting, appraisal, consulting or similar fees, actually incurred relating to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for foregoing. For the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive parties agree and acknowledge that the Closing and continue in full force and effect until sixty (60) days after the expiration foregoing provisions of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be apply in connection with the subject to matter of the limitations set forth representations and warranties contained in Section 10.4 2.11(c). (b) Buyer shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold Seller and its Affiliates harmless from and against (i) any and all Taxes of the Company and its Subsidiaries (other than the limitations set forth in Section 10.4(a)(vExcluded Taxes) and Sections 10.4(b)any Taxes arising from or in connection with any action taken by Buyer or any of its Affiliates (including the Company or any of its Subsidiaries) after the Closing that is outside of the Ordinary Course of Business unless required or contemplated by this Agreement, (ii) any Taxes arising from or in connection with the breach by Buyer or any of its Affiliates of any covenant contained in this Agreement, (iii) any Transfer Taxes for which Buyer is responsible pursuant to Section 7.9, and (iv) all costs and expenses, including reasonable legal, accounting, appraisal, consulting or similar fees actually incurred relating to the foregoing. (c) Payment in full of any amount due under this Section 7.2 shall be made to the indemnified party in immediately available funds no later than the later of (as applicable), i) ten (d), (e10) days after the indemnified party makes written demand on the indemnifying party and (j))ii) five (5) days prior to the date on which the underlying amount is required to be paid by the indemnified party.

Tax Indemnification. Sellers Seller shall jointly indemnify the Companies and severally indemnify and hold the Acquiror Indemnified Parties harmless Purchaser from and against (i) all Taxes (or the non-payment thereof) of the Companies for all (including Taxes related to the Purchased Assets other than Canadian Transfer Taxes relating only to the transfer of the Purchased Assets) with respect to any taxable period that ends on or before the Closing Date (a “Pre-Closing Tax Periods and Period”), (ii) Taxes of the portion Companies (including Taxes related to the Purchased Assets other than Canadian Transfer Taxes relating only to the transfer of all the Purchased Assets) that are due with respect to periods (“Straddle Periods beginning on or before and ending Periods”) that include but do not end on the Closing Date (including as may result from revocation or requirement to repay any the extent attributable to the portion of any Tax Incentive provided to the Companies prior to Straddle Period ending at the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any close of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time business on or before the Closing Date; (iii) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Companies (or any predecessor of any of the foregoing) are or were a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or as a result of any of the Companies being treated as a division of Seller or any analogous or similar state, local, or foreign Law; (iv) any and all Taxes of any Person imposed on the Companies as a transferee transferees or successor successors, by Contract or pursuant to Law or by Contract any Law, which Taxes relate to an event or transaction occurring on or before the Closing; Closing and (ivv) any and all Taxes imposed on any Company or any Seller resulting from the transactions contemplated by this Agreement (or Acquiror as a method of collecting including Transfer Taxes of any Company or other than Canadian Transfer Taxes relating only to the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer TaxesPurchased Assets); (v) any Taxes imposed on any Company under Code Section 108(i) with respect provided, however, that the Seller shall not be required to cancellation of indebtedness income realized prior to indemnify the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising Purchaser or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent the dollar amount of any reserve such Tax is accrued as a liability for Taxes included as a current liability or contra-asset and reflected in the calculation of Closing Date Final Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Statement.

Tax Indemnification. Sellers Seller shall jointly and severally indemnify indemnify, defend, and hold the Acquiror Indemnified Parties harmless Purchaser from and against any and all Damages for: (i) all Transfer Taxes required to be paid by Seller pursuant to this Agreement; (ii) Taxes of or imposed upon the non-payment thereof) of the Companies for all Acquired Entities with respect to any Pre-Closing Tax Periods, and for any Straddle Periods and but only with respect to the portion of all such Straddle Periods beginning on or before and Period ending on the Closing Date (including and as may result from revocation or requirement to repay any portion determined in the manner provided in Section 6.7 of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period)Agreement; (iiiii) Taxes imposed on any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, combined or unitary group at of which any time of the Acquired Entities (or any predecessor of any Acquired Entity) is or was a member on or before prior to the Closing Date; , including under Treasury Regulations Section 1.1502-6 (iii) and corresponding provisions of state, local, or foreign Law), for any and all Taxes of any Person imposed taxable period ending on or before, or that includes, the Companies Closing Date, or as a transferee or successor successor, pursuant to Law any Tax Indemnification Agreement, or by Contract which Taxes relate to an event similar contract or transaction occurring on arrangement, or before the Closingotherwise; (iv) any and all Taxes imposed on any Company or any Seller related or attributable to (A) the Excluded Assets, (B) the Excluded Subsidiaries, (C) the Excluded Subsidiaries Sale Transaction or Acquiror as a method of collecting Taxes of any Company or (D) the Seller) arising or deemed to have arisen as a result deduction of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out Tender Offer Expenses to the extent that the disallowance of such deduction of the sale and transfer Tender Offer Expenses results in a Tax with respect to which Purchaser is entitled to indemnification pursuant to clause (ii) of the Equity Interests this Section 6.8 (it being understood that this part (D) is intentionally duplicative of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxessuch clause (ii)); (v) any Taxes imposed on breach by Seller of any Company under Code of the covenants and obligations contained in Section 108(i) with respect to cancellation 6.7 of indebtedness income realized prior to the Closingthis Agreement; and (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations 3.14 of Sellers this Agreement. All amounts payable or to be paid under this Section 7.2(a6.8 shall be paid by Seller in immediately available funds within five (5) Business Days after the receipt of a written request from Purchaser. The parties hereto agree to treat any payment made pursuant to this Section 6.8 and Article IX as an adjustment to the Purchase Price for all Tax purposes, except as required under applicable Law. In no event shall not the indemnities provided for in this Section 6.8 be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))provisions of Article IX of this Agreement.

Tax Indemnification. Sellers (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, Seller shall jointly indemnify the Company, Buyer, and severally indemnify each Buyer Indemnitee and hold the Acquiror Indemnified Parties them harmless from and against (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any Taxes of the Companies at Closing but were in effect in some previous Tax period)Company; (ii) any and all Taxes for of any member of an affiliated, consolidated, combined or unitary group of which any of the Companies Company (or any predecessor of the foregoingCompany) is held liable 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 analogous comparable provisions of foreign, state or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; and (iii) any and all Taxes of any Person person imposed on the Companies as a Company arising under the principles of transferee or successor pursuant to Law liability or by Contract which Taxes relate contract, relating to an event or transaction occurring on or before the ClosingClosing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided however, that in the case of any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection with Pre-Closing Taxes, Seller shall only indemnify Buyer for the fees and expenses (including attorneys’ and accountants’ fees) of Buyer that relate to Pre-Closing Taxes of a Pre-Closing Tax Period. Seller shall reimburse Buyer for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.03(a) within ten (10) Business Days after payment of such Taxes by Buyer or the Company. (b) Buyer shall indemnify each Seller Indemnitee and hold them harmless from and against (i) all Post-Closing Taxes of the Company; (ivii) any and all Taxes imposed on any Company or any Seller for which the Buyer is liable pursuant to Section 6.01(c) and (or Acquiror as a method of collecting iii) Taxes of any Company or the Seller) arising or deemed to have arisen that arise as a result of a voluntary transaction, action or omission carried out or effected by the Closing (including, without limitation, degrouping charges and withholding Taxes arising out Buyer or any of the sale and transfer of Buyer’s Affiliates (including the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding Company) at any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs time after the Closing on the Closing Date, provided, however, that Seller shall remain liable for Taxes attributable to such transactions, actions or omissions that are carried out or effected on the Closing Date and is not in under a legally binding commitment of the ordinary course of business as carried on immediately Company created before the Closing. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith; (C) any Taxes arising solely out provided however, that in the case of any election or deemed election under Section 338 out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection with Post-Closing Taxes, Buyer shall only indemnify Seller for the fees and expenses (including attorneys’ and accountants’ fees) of the Code with respect Seller that relate to any Company made after the Closing; (D) the portion Post-Closing Taxes of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), . Buyer shall reimburse Seller for any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use Taxes of the Relief to set against or mitigate a liability Company that are the responsibility of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations Buyer pursuant to this Section 7.2(a6.03(b) within ten (for the avoidance 10) Business Days after payment of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered Taxes by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Seller.

Tax Indemnification. Sellers (a) From and after the Closing Date, the Diageo Tax Indemnitors shall pay or cause to be paid, and jointly and severally shall indemnify each General Xxxxx Tax Indemnitee and protect, save and hold the Acquiror Indemnified Parties each General Xxxxx Tax Indemnitee harmless from and against the following Taxes: (i) all Taxes (Any Tax imposed upon or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on relating to Diageo or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Continuing Affiliates for any period, including any such Tax period); (ii) any and all Taxes for which any of the Companies Business Entities (or any predecessor of the foregoingNon-Controlled Foreign Entity or Subsidiary thereof) is held may be liable (w) under Treasury Regulation Section 1.1502-6 of the Treasury Regulations (or any analogous or similar provision of state, local or non-U.S. Lawforeign law), by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iiix) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant successor, (y) by contract or (z) otherwise; A-44 <PAGE> (ii) Any Tax imposed upon or relating to Law any of the Business Entities for any Pre-Closing Period; and (iii) Any Tax imposed upon, relating to or by Contract which Taxes relate resulting from (x) the Merger or the provisions of Section 2.13 or 2.14 hereof (except, in each case, to an event or transaction occurring on or before the Closing; extent set forth in Section 7.3(b)(ii) below), (ivy) any and all Taxes imposed on of the Subsidiary Purchases or (z) any Company restructuring undertaken in contemplation of the Merger or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing Subsidiary Purchases. (including, without limitation, degrouping charges b) From and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising the General Xxxxx Tax Indemnitors shall pay or cause to be paid, and jointly and severally shall indemnify each Diageo Tax Indemnitee and protect, save and hold each Diageo Tax Indemnitee harmless from an obligation of and against the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to following Taxes: (i) Any Tax imposed upon or relating to any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in Business Entities for any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (Gii) any Taxes Any Tax imposed upon the Pillsbury Stockholder on the Merger that would not have arisen but for the failure a breach by General Xxxxx of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 7.2. (other than the Surviving c) Except as otherwise provided in Section 7.7, payment in full of any amount due to a Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers Indemnitee under this Section 7.2(a) 7.3 shall not be subject made to the limitations set forth affected Tax Indemnitee in Section 10.4 (other than immediately available funds at least two Business Days before the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))date payment of the Taxes to which such payment relates is due.

Tax Indemnification. Sellers shall jointly and severally indemnify (a) Xxxxxxx Xxxxx hereby agrees to indemnify, defend and hold harmless the Acquiror Parent Indemnified Parties harmless from and against (i) all Taxes (and losses, claims and expenses related thereto) resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the non-payment thereof) failure of any representation or warranty made pursuant to Section 3.1.10 to be true and correct as of the Companies Closing Date as a result of an event, fact or circumstance occurring on or after, and not otherwise existing prior to, January 1, 1997, to the extent, only in the case of Taxes attributable to the Company's 1998 Tax Year, such amounts exceed in the aggregate the 1998 Tax Reserves, (ii) all Taxes imposed on or asserted against the Company or for which the Company may be liable in respect of the properties, income or operations of the Company for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning ending on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided after January 1, 1997, to the Companies prior extent, only in the case of Taxes attributable to the ClosingCompany's 1998 Tax Year, whichsuch amounts exceed in the aggregate the 1998 Tax Reserves, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any or asserted against the Company, or for which the Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen may be liable, as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as any transaction contemplated by this Agreement, but excluding any Transfer Taxes); (vi) any Federal 1120 income taxes or State of Michigan Single Business Tax for the tax year beginning September 1, 1998, and (ii) any real and personal property taxes of the Company due after June 30, 1998. (b) Each of the Xxxxxx Family Stockholders hereby agrees to indemnify, defend and hold harmless, jointly and severally, the Parent Indemnified Parties against (i) all Taxes imposed on any Company under Code Section 108(i(and losses, claims and expenses related thereto) resulting from, arising out of, or incurred with respect to cancellation of indebtedness income realized prior to to, any claims that may be asserted by any party based upon, attributable to, or resulting from the Closing; (vi) the portion failure of any Transfer Taxes for which Sellers are responsible representation or warranty made pursuant to Section 7.2(g); (vii) all Taxes arising or increased 3.1.10 to be true and correct as of the Closing Date as a result of any breach of an event, fact or inaccuracy in any Surviving Tax Representation; (viii) all Taxescircumstance occurring or existing prior to, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer but not first occurring on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company after, January 1, 1997, and (ii) a member of their household, all Taxes imposed on or (iii) any trust of asserted against the Company or for which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise Company may be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off liable in respect of any U.S. Tax and any right to repayment the properties, income or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 operations of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a all Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and Periods ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expirationJanuary 1, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))1997.

Tax Indemnification. (A) Notwithstanding anything to the contrary in this Agreement, after the Subsequent Closing Date applicable to C Israel Shares, Sellers shall jointly and severally indemnify C Israel or Buyer and hold the Acquiror Indemnified Parties them harmless from and against any loss, claim, liability, expense or other damage attributable to all (iI) all Taxes (or the non-payment thereof) of the Companies C Israel or any of its Subsidiaries (1) for all any Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date Period (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; 7.09(c)(ii)(B) hereof), (B2) any Taxes arising out of from the breach or in connection with any transaction inaccuracy of any Company representation or warranty set forth in Section 5.13(i) hereof (it being agreed that occurs after the Closing on the Closing Date and is not in the ordinary course for purposes of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under this Section 338 of the Code with respect to any Company made after the Closing; (D7.09(c)(ii)(A) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a5.13(i) shall not be subject deemed to be qualified by any references therein to "materiality"), or (3) the limitations breach or nonperformance of any covenant or agreement on the part of Sellers or the Company set forth in Section 10.4 Sections 7.01(l) and 7.01(m); (II) any liability for the payment of any amount of a type described in clause (I) arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having been included or required to be included in any Tax Return related thereto; (III) any liability for the payment of any amount of a type described in clause (I) or clause (II) as a result of any obligation to which C Israel or any of its Subsidiaries was or is a party on or prior to the Subsequent Closing Date applicable to the C Israel Shares to indemnify or otherwise assume or succeed to the liability of any other Person; and (IV) Taxes with respect to a reassessment by a taxing authority of Taxes attributable to a Post-Closing Tax Period to the extent that Sellers or their Subsidiaries or Affiliates becomes entitled to any corresponding deduction, loss, relief, allowance, exemption, set-off, right to repayment or credit in relation to Taxes attributable to a Pre-Closing Tax Period. (B) For purposes of this Agreement, in the case of any Straddle Period: (I) the Taxes of C Israel and its Subsidiaries that are imposed on a periodic basis and not based on income or receipts (e.g., property taxes) attributable to the Pre-Closing Tax Period shall be equal to the product of such Taxes attributable to the entire Tax period and a fraction, the numerator of which is the number of days in such period that elapsed through the Subsequent Closing Date applicable to the C Israel Shares and the denominator of which is the number of days in such Tax period; provided, however, that, if the amount of periodic Taxes imposed for such Tax period reflects different rates of Tax imposed for different periods within such Tax period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Tax period; and (II) the Taxes of C Israel and its Subsidiaries (other than those described in clause (I)) attributable to the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (Pre-Closing Tax Period shall be equal to the amount computed as applicable), (d), (e) and (j))if such Tax period ended as of the close of the Subsequent Closing Date applicable to the C Israel Shares.

Tax Indemnification. Sellers shall jointly From and after the Closing Date, the Company Stockholders (to the extent of the Escrow Fund), and after the Escrow Fund has been exhausted in full, the Company Stockholders (severally in accordance with their respective Pro-Rata Shares), shall, subject to the applicable limitations set forth in Sections 9.1(b), 9.5(f), 9.5(g), 9.5(h), 9.5(j), 9.5(k), 9.7 and 9.8, indemnify the Parent Indemnified Parties against and hold the Acquiror Indemnified Parties harmless from any and against all Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (iincluding, reasonable fees for both in-house and outside counsel, accountants and other outside consultants) all suffered or incurred (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of: (a) Taxes (or the non-payment thereof) of the Companies Company for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning periods or portions thereof ending on or before and ending on the Closing Date (including “Pre-Closing Taxes”), in excess of the amount of Taxes which are specifically identified as may result from revocation or requirement current liabilities (excluding any reserve for deferred Taxes established to repay any portion reflect timing differences between book and Tax income) in the Closing Working Capital; (b) Taxes of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, combined or unitary group of which the Company is or was a member on or prior to the Closing Date by reason of Liability under Treasury Regulation §1.1502-6, Treasury Regulation §1.1502-78 or comparable provision of foreign, state or local Law, excluding any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company becomes a member on the Closing Date on or after the Closing (or at any time after the Closing Date) and any Taxes which are specifically identified as current liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in the Closing Working Capital; (c) Taxes or other payments with respect to periods or portions thereof ending on or before the Closing Date; Date which are required to be paid after the date hereof by the Company to any party under any agreement relating to the sharing, allocation or indemnification of Taxes, or any similar Contract or arrangement (iiiwhether written or not) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law (“Tax Sharing Agreement”) or by Contract which Taxes relate to an event reason of being a successor-in-interest or transaction occurring on or before the Closingtransferee of another entity; and (ivd) any and all Taxes imposed on any Company or any Seller without duplication, (or Acquiror as x) a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines representation or other Losses incurred by any Company warranty set forth in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes Section 3.15 or in the United Kingdom certificate delivered by the Company pursuant to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each caseSection 7.2(d), as a result of the date such representation or in connection with (X) the issue warranty was made or transfer as if such representation or warranty were made on or before and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the breach of securities or an interest inaccuracy in securities which will be determined with reference to such specified date) or (iy) any employee or director a breach of any Company (iicovenant or agreement set forth in Section 5.1(b)(xvi) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) aboveArticle VI; provided, that no indemnity for purposes of this Section 6.1(d), a breach of or inaccuracy in any representation, warranty, covenant or agreement shall be provided under this Section 7.2(a) for (A) determined without reference to any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code materiality qualifier with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Taxthereto; and (G) provided, further, that Claims for breach or inaccuracy in any Taxes that would not have arisen but for the failure of Acquiror representation or any of its Affiliates (including the Companies) to comply with its obligations under this warranty in Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments 3.15 shall be made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) within 60 days after the expiration of the applicable statute of limitations (limitations, including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))waivers.

Tax Indemnification. Sellers 14.1. Except as otherwise provided in this Section, all payments by the Company of principal of, and interest on, the Notes and all other amounts payable hereunder shall jointly be made free and severally indemnify clear of and hold without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority; excluding, however, franchise --------- ------- taxes and taxes imposed on or measured by the Acquiror Indemnified Parties harmless from and against (i) all Taxes (Purchaser's or any other holder's net income or receipts by such Person's jurisdiction of organization or the jurisdiction in which it maintains an office or other permanent establishment to which its purchase or holding of Notes is attributable (such non-excluded items being called "Taxes"). In the event ----- that any withholding or deduction from any payment thereof) of to be made by the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion Company hereunder is required in respect of any Tax Incentive Taxes pursuant to any applicable law, rule or regulation, then the Company will (1) except as otherwise provided in this Section, pay to the Companies prior Purchaser and each other holder such additional amount or amounts as is necessary to ensure that the net amount actually received by each holder will equal the full amount such holder would have received had no such withholding or deduction been required; (3) promptly forward to the ClosingPurchaser and each other holder an official receipt or other documentation satisfactory to the Purchaser and each other holder evidencing such payment to such authority. Moreover, which, for this purpose, shall include items that would be Tax Incentives but for if any Taxes are directly asserted against the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (Purchaser or any predecessor of other holder with respect to any payment received by the foregoing) is held liable under Treasury Regulation Section 1.1502-6 Purchaser or any analogous such holder hereunder, the Purchaser or similar statesuch holder may pay such Taxes and except as otherwise provided in this Section, local or non-U.S. Law, by reason of the Company will promptly pay such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing additional amount (including, without limitation, degrouping charges and withholding any penalties, interest or expenses) as is necessary in order that the net amount received by the Purchaser or such holder after the payment of such Taxes arising out (including any Taxes on such additional amount) shall equal the amount the Purchaser or such holder would have received had no such Taxes been asserted; provided, however, that the Company shall not be required to -------- ------- pay any penalties, interest or expenses incurred in connection with such Taxes as a result of the sale and transfer gross negligence or wilful misconduct of the Equity Interests of Purchaser or such holder. If the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) Company fails to pay any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior when due to the Closing; (vi) appropriate taxing authority or fails to remit to the portion of Purchaser and the other holders the required receipts or other required documentary evidence, the Company shall indemnify the Purchaser and the other holders for any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising incremental Taxes, interest or increased penalties that may become payable by the Purchaser or any other holder as a result of any breach such failure. For purposes of this Section, a distribution hereunder by the Purchaser or inaccuracy in any Surviving Tax Representation; other holder to or for the account of any other holder shall be deemed a payment by the Company. The Purchaser shall provide to the Company on or prior to the due date of the first payment under the Notes, two original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (viiior any successor form) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with certifying to the March 2006 notice of Purchaser's entitlement to a complete exemption from United States withholding tax assessment with respect to Xxxxxxxx Brazil payments of interest to be made under this Agreement and under any Note. Any holder which is not a United States person (referenced as such term is defined in Schedule 3.10Section 7701(a)(30) and (ix) (aa) any and all Taxes of the CompaniesCode) for U.S. Federal income tax purposes (a "Non-U.S. Noteholder") ------------------- that becomes a holder under this Agreement after the Closing Date shall, whether incurred before upon the date of such holder becoming a holder hereunder, provide to the Company two original signed copies of Internal Revenue Service Form W- 8ECI or Form W-8BEN (or any successor form) certifying as to such holder's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. To the extent legally entitled to do so, from time to time upon the reasonable written request of the Company after the Closing Date, arising from each holder of Notes (including the Purchaser) that is a Non-U.S. Noteholder will provide to the Company two original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (or any successor forms) certifying to such holder's entitlement to an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their householdexemption from, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trustsreduction in, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code United States withholding tax with respect to any Company made after the Closing; (D) the portion payments of any Transfer Taxes for which Acquiror is responsible pursuant interest to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments be made under this Agreement and under any Note. Notwithstanding anything to the contrary contained in this Section, the Company shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any holder of Notes that is a Non-U.S. Noteholder and that has not provided to the Company the forms required to be provided to the Company pursuant to Section 2.7. Notwithstanding the preceding paragraph, and the Company shall have no obligation to pay any provision of this Agreement additional amount to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations a Non-U.S. Noteholder with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver such withheld amounts or with respect to Sellers, prior to Taxes incurred by such expiration, a notice alleging the facts giving rise Non-U.S. Noteholder to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by extent such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall withholding would not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall have been required or such Taxes would not be subject have been incurred if such Non-U.S. Noteholder would have provided such forms to the limitations set forth Company in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))manner required by the preceding paragraph.

Tax Indemnification. Sellers 11.3.1 Seller shall jointly and severally indemnify and hold harmless Purchaser and/or, at Purchaser’s election, the Acquiror Indemnified Parties harmless Target Companies (1) from and against any and all losses, liabilities (iwhether present or future, actual or contingent), Damages and reasonable costs and expenses incurred by Purchaser, the Target Companies or any of Purchaser’s or the Target Companies’ successors, shareholders and agents relating to or arising out of any breach of any of Seller’s or Seller Parent’s warranties and covenants set forth in Section 11.2, whereby the indemnifications resulting from a breach of Seller’s representation set forth in Section 11.2.1 (d) shall be limited to any and all losses, liabilities, Damages and reasonable costs and expenses incurred with respect to Tax assessment periods or any portion of any Straddle Period ending on or before the Closing Date; (2) from all Taxes (or due and payable by the non-payment thereof) of the Target Companies for all Pre-Tax assessment periods (steuerliche Veranlagungszeiträume) ending on or before the Closing Tax Periods Date and the portion of all any Straddle Periods beginning on or before and Period ending on the Closing Date Date; (including as may result 3) from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Target Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar statesecondarily liable, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen e.g. as a result of a Target Company being or having been (by virtue of a domination and profit and loss pooling agreement or otherwise) included in a fiscal unity (Organschaft) of any of Seller or Seller Parent or any of their Affiliates and any party being primarily liable for payment of Taxes failing to pay such Taxes; (4) from any potential capital gains Tax which becomes payable due to the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and direct or indirect transfer of Target Group Shares to the Equity Interests of the Conveyed Entities as contemplated extent Purchaser has a withholding obligation imposed by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) Law with respect to cancellation all or a portion of indebtedness income realized such capital gains tax and the respective Tax has not been withheld upon prior written notice by Seller; and (5) from all Taxes that emanate directly or indirectly (a) from the settlement (whether prior to, on or after the Closing Date – except that if after the Closing Date, only to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible extent such settlement is pursuant to Section 7.2(g); 6, 7 and 14 of this Agreement –) of the AMI Germany Debt Balance; (viib) all Taxes arising or increased as from the Final Purchase Price being a result of negative amount; (c) from any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company transactions completed in connection with the March 2006 notice Pre-Closing Restructuring; (d) from the transfer of tax assessment borrowed monies, loans or any other receivables/liabilities by Seller, Seller Parent or any of their respective Affiliates (other than the Target Companies) into the Target Group (including in connection with respect the Pre-Closing Restructuring) prior to Xxxxxxxx Brazil or on the Closing Date, in particular in connection with the settlement of intercompany receivables and payables pursuant to Section 14.1 of this Agreement; (referenced e) from the transfer of borrowed monies, loans or any other receivables/liabilities within the Target Group prior to or on the Closing Date, in Schedule 3.10particular in connection with the settlement of intercompany receivables and payables pursuant to Section 14.1 of this Agreement; (f) and from any settlement (ix) (aa) any and all Taxes of the Companieswhether before, whether incurred before on or after the Closing Date) of borrowed monies, arising loans or other receivables/liabilities referred to in lits. (d) and (e) above as well as from an obligation any indemnity pursuant to Section 14.1.9; or (g) the transfer of (i) the Companies for employment, social or similar Taxes or in Delaware Companies’ Shares from AMI Germany to LuxCo and (ii) the United Kingdom AMI Singapore Shares from AMI Germany to operate PAYE or to deduct or pay primary or secondary national insurance contributionsPurchaser, in each casecase after the Closing and in each case if such transfer is completed within six (6) months from the Closing Date and for consideration that is the same as the respective amount reflected in Annex 4.5.4, unless otherwise determined by any Taxing authority. 11.3.2 Seller shall not be obligated to indemnify Purchaser for Taxes pursuant to Section 11.3.1 if and to the extent that such Tax liabilities (1) are shown or provided for in the Closing Date Statement (as agreed upon by the Parties or as determined by the Expert); (2) are subject to a valid, liquid and fully enforceable claim of Purchaser or any of the Target Companies for repayment or indemnification against a third party; (3) are the result of a reorganization (other than the transfer of (i) the Delaware Companies’ Shares from AMI Germany to LuxCo and (ii) the AMI Singapore Shares from AMI Germany to Purchaser, in each case after the Closing and in each case if such transfer is completed within six (6) months from the Closing Date and for consideration that is the same as the respective amount reflected in Annex 4.5.4, unless otherwise determined by any Taxing Authority) or other measures initiated by Purchaser, Purchaser Parent, Target Companies or any of their respective Affiliates after the Closing Date, unless Purchaser proves (beweist) that such failure has not affected the ability of the respective Seller to avoid or mitigate any liability for Taxes; (4) are assessed, or cannot be disputed, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director a breach of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted Tax covenant given by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election Purchaser under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject 11.5. 11.3.3 Subject to the limitations set forth in Section 10.4 11.3.2 (other than the limitations set forth in particular, but not limited to, in Section 10.4(a)(v) and Sections 10.4(b11.3.2 (1)), any claim under Section 11.3.1 shall apply whether such Liability was actual or contingent, known or unknown, disclosed or undisclosed, determined, determinable or otherwise as of the Closing Date, whenever or however arising. 11.3.4 Indemnification payments due by Seller under this Section 11 shall be made within ten (c10) Business Days following written notice by Purchaser, provided that the payment of such amounts to the Taxing Authority is due and that Seller shall not be required to make any payment earlier than five (5) Business Days before such Taxes are due to the Taxing Authority. In case of any Tax being contested in accordance with Section 11.6.2, payment of such Tax to the Taxing Authority will be considered due no earlier than on the date a binding (bestandskräftig) determination to such effect is made by either the Taxing Authority or a court of proper jurisdiction, provided that the Taxing Authority has granted relief from paying the assessed Tax until such Tax becomes final and binding. 11.3.5 In determining the Tax Liabilities with respect to the Straddle Period, Taxes paid or payable by the Target Companies allocable to the portion of the Straddle Period ending on the Closing Date shall be computed as applicableif the pre-Closing portion of the Straddle Period constituted a stub fiscal year (Rumpfgeschäftsjahr), provided that (d)i) real property, (e) personal property, and other Taxes calculated on a periodic basis, and (j))ii) exemptions, allowances, or deductions that are calculated on a periodic basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period.

Tax Indemnification. (a) Subject as provided in this Section 10.9 the Founding Sellers shall jointly and severally indemnify covenant with and hold undertake to the Acquiror Indemnified Parties harmless from and against Buyer to pay to the Buyer an amount equal to: (i) all Taxes any Actual Tax Liability which arises directly or indirectly, and whether before, on or after Closing, by reference to an Event occurring (or deemed to occur for the non-payment thereofpurposes of any Tax) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning or income profits or gains earned, accrued or received on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); ; (ii) the value of any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; Effective Tax Liability; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) Actual Tax Liability arising or deemed to have arisen as a result of the Closing application of section 767A or section 767AA Taxes Act, or any other secondary liability arising as a result of the failure of the Founding Sellers, or any company treated as associated with the Founding Sellers other than one of the Seller Companies, failing to pay Tax due to be paid by it at any time; and (includingiv) any costs or expenses incurred by the Buyer or any of the Seller Companies in connection with or in consequence of any of the matters referred to at Section 10.9(a)(i) to (iii) above or in connection with any Tax Claim or in taking or defending any action under this Section 10.9. (b) The Founding Sellers shall not be liable under Section 10.9(a) in respect of any liability for Tax to the extent that: (i) provision, reserve or allowance was made for such liability for Tax in the Balance Sheet or to the extent that payment or discharge of such liability has been taken into account in the Balance Sheet; (ii) such liability for Tax arises solely in the ordinary course of business of the Acquired Companies carried on since the Balance Sheet Date and for this purpose, but without limitation, degrouping charges and withholding Taxes arising out the following shall not be regarded as being in the ordinary course of business: (A) the declaration or payment of any dividend or the making of any other distribution or deemed distribution for Tax purposes; (B) any transaction entered into in circumstances where the consideration (if any) received by, or as the case may be, paid in respect thereof is less than or more than the consideration deemed to have been received or paid for Tax purposes but to the extent only of the sale and transfer Actual Tax Liability arising in respect of the Equity Interests amount by which the deemed consideration exceeds or is less than the actual consideration; (C) any of the Conveyed Entities Seller Companies ceasing or being deemed to cease, for Tax purposes, to be the member of any group or associated with any other company or person whether in consequence of the entering into of this Agreement or anything done under it or otherwise; (D) an Event which results in any of the Seller Companies becoming liable for Tax for which it is not primarily liable; (E) the failure by any of the Seller Companies to deduct, charge, recover or account for Tax; (F) the acquisition or disposal (including any deemed disposal) of a capital asset; (G) any Event which gives rise to any interest, fine, penalty, charge or surcharge in connection with Tax; and (H) a transaction or arrangement which includes, or a series of transactions or arrangements which includes, any step or steps having no commercial or business purpose apart from the deferral, reduction or avoidance of a liability to Tax; (iii) such liability for Tax arises in consequence of any act or transaction which could reasonably have been avoided, and which was carried out without the agreement of the Founding Sellers by the Buyer or one of the Seller Companies after Closing otherwise than in the ordinary course of business of the Seller Companies, and which the Buyer was or should reasonably have been aware would give rise to the Tax liability in question; (iv) such liability for Tax arises or is increased only as contemplated by this Agreement, but excluding a result of any Transfer Taxes)increase in rates of Tax made after Closing or of any change in law occurring after Closing; or (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes such liability for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising Tax arises or is increased as a result of any breach change after Closing in the bases, methods or policies of accounting of the Seller Companies save where such change is made to comply with generally accepted accounting practice, the published practice of any Taxing Authority or inaccuracy the law or rule of any regulating authority or body in any Surviving force at Closing. (c) Except in the case of fraud or negligence, the Founding Sellers shall not be liable under Section 10.9(a) in respect of a liability for Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with unless they have received from the March 2006 Buyer written notice of tax assessment with respect the Tax Claim which relates to Xxxxxxxx Brazil that Tax liability within seven years from Closing. (referenced d) All sums payable by the Founding Sellers under Section 10.9 shall be paid free and clear of all deductions or withholdings (including for or on account of Tax) unless the deduction or withholding is required by law, in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes which event or in the United Kingdom event that the Buyer shall incur any liability for Tax in respect of such payment the Founding Sellers shall pay such additional amounts as shall be required to operate PAYE ensure that the net amount received and retained by the Buyer (after Tax) will equal the full amount which would have been received and retained by it had no such deduction or withholding been required to deduct or pay primary or secondary national insurance contributionsbe made and/or no such liability to Tax been incurred. (e) Where the Founding Sellers become liable to make any payment pursuant to Section 10.9(a), in each case, as a result the due date for the making of or in connection with (X) that payment shall be the issue or transfer on or before later of the Closing Date date falling seven days after the date of securities or an interest in securities written demand by the Buyer to the Founding Sellers and: (i) any employee or director in the case of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off claim that arises in respect of any U.S. Actual Tax and Liability, the date falling seven days before the last day on which a payment of Tax may be made by the relevant Seller Company without incurring any right liability to repayment or recovery of or saving of U.S. Taxinterest and/or penalties; (ii) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation case of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or an amount in respect of a Pre-Closing an Effective Tax Period or Liability within (a) of the portion definition of Effective Tax Liability, seven days before the date on which Tax becomes payable which would not have been payable if no liability had arisen Section 10.9(a) or, in the case of a Straddle Period beginning repayment of Tax, the date on which such repayment would have been made; (iii) in the case of an amount in respect of an Effective Tax Liability within (b) of the definition of Effective Tax Liability, seven days before the date on which the Tax saved thereby would otherwise have become due and payable to the relevant Tax Authority; (iv) in the case of an amount under Section 10.9(a)(iv) within seven days of the Buyer giving written notice of the costs and expenses to the Sellers. (f) Reference in this Section 10.9 to income, profits or gains earned, accrued or received on or before and ending Closing includes income, profits or gains which are deemed to be or are treated or regarded as earned, accrued or received on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the before Closing for any Tax purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)).

Tax Indemnification. Sellers (i) Seller shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless Buyer from and against all Damages resulting from (iA) all liabilities for Company Taxes (or the non-payment thereof) of the Companies for all any Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on Period, (B) Company Taxes with respect to any taxable period pursuant to any obligation (whether legal, as a transferee, contractual, or before and ending on the Closing Date (including as may result from revocation or requirement otherwise) to repay any portion of any Tax Incentive provided contribute to the Companies prior payment of a Tax determined on a consolidated, combined or unitary or other group basis with respect to a group of corporations that includes or included the Company or any of its Subsidiaries at any time before the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that including any such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable obligation arising under Treasury Regulation Regulations Section 1.1502-6 or any analogous or similar provision of state, local or non-U.S. Lawforeign law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iiiC) any and all Taxes breach of any Person imposed of the covenants required to be performed by Seller or the 1% Holder under this Section 8.02, and (D) without duplication of amounts contained in (A), (B) or (C), the failure of the representation contained in Section 8.01(e) to be true and correct except, in each case, (a) to the extent such Taxes are reflected as a liability on the Companies as a transferee or successor pursuant to Law or by Contract which Final Statement on Company Working Capital, (b) any liability for Taxes relate to an event arising from any action or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any by Buyer, Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result its Subsidiaries outside of the ordinary course of business on the Closing Date after the Closing and (includingc) any liability for transfer, without limitationsales, degrouping charges use and withholding other similar non-income Taxes arising out incurred in connection with the consummation of the sale and transfer of the Equity Interests of the Conveyed Entities as transactions contemplated by this Agreement, but excluding any Transfer Taxesincluding all such non-income Taxes resulting from the Restructuring described in Section 1.01. (ii) The Buyer shall cause the Company to indemnify and hold harmless Seller and its Affiliates and Buyer and its Affiliates from all liability for (A) Company Taxes (such liabilities to be paid entirely by the Company in all circumstances); , other than Company Taxes covered by Section 8.02(b)(i), which shall be paid entirely by Seller in all circumstances and (vB) any Taxes imposed on breach of any of the covenants required to be performed, or cause to be performed, by the Company under Code this Section 108(i8.02. (iii) Buyer and its Affiliates shall indemnify and hold harmless Company and Seller from and against all Damages resulting from (A) Taxes of Comfort Products or with respect to cancellation the Comfort Products Contributed Assets for any Pre-Closing Tax Period (and, for the absence of indebtedness income realized prior doubt, any transferee liability for Taxes resulting from the transfer of the Comfort Products Contributed Assets pursuant to Article I), (B) Taxes of Comfort Products with respect to any taxable period pursuant to any obligation (whether legal, as a transferee, contractual, or otherwise) to contribute to the payment of a Tax determined on a consolidated, combined or unitary or other group basis with respect to a group of corporations that includes or included Comfort Products at any time before the Closing; , including any such obligation arising under Treasury Regulations Section 1.1502-6 or similar provision of state, local or foreign law, (viC) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxesof the covenants required to be performed by Buyer under this Section 8.02, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ixD) without duplication of amounts contained in (aaA), (B) any and all Taxes or (C), the failure of the Companiesrepresentations contained in Sections 4.22 and 4.23 to be true and correct, whether incurred before or after but in the Closing Date, arising from an obligation case of the Companies representations contained in Section 4.22 only from the failure of such representations to be true and correct to the extent resulting in a Tax for employmenta Pre-Closing Tax Period, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributionsexcept, in each case, (a) to the extent such Taxes are reflected as a result of or in connection with liability on the Final Statement on Comfort Products Working Capital and (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (ib) any employee or director of any Company (ii) a member of their householdliability for transfer, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trustssales, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Postuse and other similar non-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or income Taxes incurred in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes contribution of the Comfort Products Contributed Assets to the extent Company. (iv) The obligation of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election Seller to indemnify under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations8.02(b)(i) shall survive the Closing and continue in full force and effect until sixty (60) terminate thirty days after following the expiration of the applicable statute of limitations (including extensions), unless giving effect to extensions thereto) in respect of the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification applicable Tax. (v) The obligation of Sellers the Buyer to cause the Company to indemnify under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a8.02(b)(ii) shall survive until, and only for purposes of, terminate thirty days following the resolution expiration of the matter covered by such notice; statute of limitations (xgiving effect to extensions thereto) in respect of the Tax representations and warranties set forth in applicable Tax. (vi) The obligation of Buyer to indemnify under Section 3.15 (other than the Surviving Tax Representations8.02(b)(iii) shall not survive terminate thirty days following the Closing for any purpose; and expiration of the statute of limitations (ygiving effect to extensions thereto) in respect of the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))applicable Tax.

Tax Indemnification. Sellers (a) Except as otherwise provided in this VAST Membership Purchase Agreement, STRATTEC shall jointly indemnify VAST Parties, WXXXX, and severally indemnify each WXXXX Indemnitee and hold the Acquiror Indemnified Parties them harmless from and against (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes Losses arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to resulting from: (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction resulting from the breach or inaccuracy of any Company that occurs after representation or warranty set forth in Section 2.03 (including any Taxes owed by STRATTEC as a result of STRATTEC owning the Sold VAST Membership Interests on or before the Closing Date); (ii) any Taxes arising out of or resulting from the breach or violation of, any covenant or warranty set forth in this ARTICLE 4 (including any Transfer Taxes and capital gains taxes for which STRATTEC is liable); and (iii) any Taxes (as finally determined) for any taxable period ending on or before the Closing Date or, in the case of a taxable period beginning on or before the Closing Date and is not ending after the Closing Date, the portion of such taxable period that includes the Closing Date, that are either (A) allocable to the Sold VAST Membership Interests or (B) required to be paid by IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067734-12.098505.0013" "" WXXXX (as a result of a “push-out” election), in each case, resulting from a final partnership adjustment imposed on VAST by the ordinary course IRS pursuant to the partnership audit rules of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 6221 et. seq. of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction inincluding, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, in the case of each of clauses (i) through (iii) of this Section 4.03(a), any such Taxes arising from any Tax audit or similar proceeding). (b) Except as otherwise provided in this VAST Membership Purchase Agreement, WXXXX shall indemnify STRATTEC and each STRATTEC Indemnitee and hold them harmless from and against any Losses arising out of or resulting from: (i) any Taxes arising out of or resulting from the breach or violation of, any covenant set forth in this ARTICLE 4 (including Sellers’ indemnification obligations any Transfer Taxes for which WXXXX is liable); and (ii) any Taxes (as finally determined) for any taxable period ending on or before the Closing Date or, in the case of a taxable period beginning on or before the Closing Date and ending after the Closing Date, the portion of such taxable period that includes the Closing Date, that are either (A) allocable to the portion of the VAST limited liability company membership interests that are not Sold VAST Membership Interests or (B) required to be paid by WXXXX with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty such VAST limited liability company membership interests that are not Sold VAST Membership Interests (60) days after the expiration as a result of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a“push-out” election), in which each case, resulting from a final partnership adjustment imposed on VAST by the indemnification obligations of Sellers IRS pursuant to this the partnership audit rules of Section 7.2(a) shall survive until, and only for purposes of, the resolution 6221 et. seq. of the matter covered by such notice; Code (x) including, for the Tax representations and warranties set forth avoidance of doubt, in Section 3.15 the case of each of clauses (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (ei) and (jii) of this Section 4.03(b), any such Taxes arising from any Tax audit or similar proceeding).

Tax Indemnification. Sellers (a) Notwithstanding any provision to the contrary contained in this Agreement except for Section 8.2(b), the last sentence of Section 10.2(a), and clause (y) (including the provisos thereto) of Section 10.5, and Sections 10.6, 10.7, 10.8 and 10.10, the stockholders of the Company shall jointly severally (and severally not jointly), in proportion to the Prior Ownership Allocation, agree, as Stockholder Indemnitors' (as defined herein), to indemnify defend and hold harmless Parent, Merger Sub, the Acquiror Indemnified Parties harmless from Surviving Corporation, their Affiliates (including the Company and its Subsidiaries) and the successors to the foregoing (and their respective shareholders, officers, directors, employees and agents) on an after-tax basis (without duplication) against (i) all Taxes Taxes, losses, claims and expenses resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the failure of any representation or warranty made pursuant to Section 4.17 (other than Section 4.17(a) or the non-payment thereof(b)) of this Agreement to be true and correct as of the Companies Closing Date; (ii) all Taxes imposed on or asserted against the properties, income or operations of the Company or its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise be liable, for all Pre-Closing Tax Periods (including, with respect to taxable periods that begin prior to and end after the Closing Date, the portion of all Straddle Periods beginning on or before such taxable periods up to and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; ), except for (iiix) any Taxes accrued and all Taxes of any Person imposed fully provided for in accordance with GAAP on the Companies unaudited consolidated balance sheet of the Company as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; of April 30, 2000, (ivy) any and all Taxes imposed on any or asserted against the properties, income or operations of the Company or its Subsidiaries or for which the Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen its Subsidiaries may otherwise be liable as a result of the Closing conduct of operations (including, without limitation, degrouping charges and withholding Taxes arising out including holding of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (vproperty) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business of the Company or its Subsidiaries after April 30, 2000 that are (i) paid or discharged by the Company prior to the Effective Time or (ii) not yet due and payable at the Effective Time or (z) incurred by the Company or its Subsidiaries outside the ordinary course of business but only to the extent and such Tax is incurred as carried a result of a transaction(s) occurring at the direction of the Parent, and (iii) all Taxes imposed on immediately before Parent, Merger Sub, the Closing; Surviving Corporation and their Affiliates (Cincluding the Company or any Subsidiary) or for which Parent, Merger Sub, the Surviving Corporation and their Affiliates (including the Company or any Subsidiary) becomes liable (other than Taxes arising solely of the Company and its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations or any similar provision of state, local or foreign law as a result of the Company or any of its Subsidiaries being a member prior to the Closing Date of an affiliated, combined, consolidated or unitary group of corporations. Nothing in this agreement shall be construed as a guarantee of the existence or amount of any loss, credit, carryforward, basis or other tax attribute, whether past, present or future of the Company or any Subsidiary, and any reduction in whole or in part of any such tax attributes shall not give rise to an indemnification obligation by the Stockholder Indemnitors under this Agreement. (b) The stockholders of the Company shall be under no liability pursuant to this section 8.2 or pursuant to any representations, warranties, obligations or indemnities contained in this Agreement and relating to UK Taxes, in respect of any UK Taxes or any losses, claims and expenses in respect of UK Taxes to the extent that: (i) provision or reserve therefor has been made in the unaudited consolidated balance sheet of the Company as of April 30, 2000; (ii) it arises out of any election a transaction, act, omission or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction inevent occurring, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-income profit or gains earned, accrued or received, after April 30, 2000 but before Closing Tax Period or in the portion ordinary course of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use business of the Relief to set against Company or mitigate any of the Subsidiaries; (iii) it was paid or discharged before Closing; (iv) it arises as a liability result of any Company for which Sellers are not liable under Section 7.2(a)change in law, rates of tax, statutes, regulations, practice, concession or directive occurring after Closing; (v) to set against or otherwise mitigate the Tax; and (G) any Taxes that it would not have arisen but for a voluntary transaction, act or omission carried out or effected or occurring at any time after Closing by or affecting any of the failure Company, the Subsidiaries, the Parent or any other person connected with any of Acquiror them, which the Parent, the Company or the relevant Subsidiary knew or ought reasonably to have been aware would give rise to the liability or increased liability, other than to the extent any such transaction, act or omission is carried out or effected by the Company or its Subsidiaries pursuant to a legally binding commitment created on or before Closing; (vi) it arises as a result of a change (other than to comply with law or with generally accepted accounting practice as at Closing) after Closing in any accounting policy or practice or the length of any accounting period for tax purposes of the Company or any of the Subsidiaries; (vii) the Parent, the Company or any Subsidiary has a right of recovery in respect thereof from a person or persons other than the Company or its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit Subsidiaries but only to the applicable Governmental Authority any Taxes deducted extent that such right is successfully enforced; (viii) it arises or withheld from is increased by reason of a breach by the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision Parent of the provisions of this Agreement Agreement; (ix) it can be relieved or mitigated by the use of any losses, reliefs, allowances, exemption set off or credits in computing or against income profits, gains or Taxes, arising in respect of a period or an event, act, omission or transaction occurring prior to Closing other than one treated as an asset or as reducing a provision in the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration unaudited consolidated balance sheet of the applicable statute Company as of limitations (including extensions)April 30, unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice2000; or (x) it arises in respect of a transaction, act, omission or event occurring after April 30, 2000 but before Closing or in respect of income profits or gains earned, accrued or received since April 30, 2000 but before Closing, to the Tax representations and warranties set forth extent that the consideration actually earned, accrued, received or receivable in Section 3.15 (other relation thereto is greater than the Surviving Tax Representations) shall not survive consideration deemed to have been earned, accrued, received or receivable for the Closing for any purpose; and (y) purposes of the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), relevant Taxes. (c) (Any payment by the stockholders hereunder shall, to the extent permitted by applicable law, be treated as applicable), (d), (e) and (j))a reduction in the Merger Consideration.

Tax Indemnification. Sellers (a) Except to the extent treated as a liability in Closing Working Capital or as Closing Indebtedness, Seller and ExchangeCo shall indemnify, jointly and severally indemnify severally, the Company Group, Buyer and their Affiliates from and hold the Acquiror Indemnified Parties them harmless from and against against: (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement any Loss attributable to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines representation or other Losses incurred by any Company warranty made in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company Section 3.25; (ii) a member any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Seller, ExchangeCo or their householdAffiliates in Article VI; (iii) all Indemnified Taxes; (iv) reasonable out-of-pocket fees and expenses attributable to any item described in clause (i), (ii) or (iii). Seller and ExchangeCo shall pay (x) any trust of such Taxes Seller or ExchangeCo is responsible for which any such person is an actual or potential beneficiary; or (Y) the exercise are reportable on a Tax Return due after the Closing Date at the time and in the manner specified in Section 6.01(c), and (y) any other Taxes for which it is responsible to pay under this Section 6.03 upon a determination that Tax is payable or on written demand, whichever is later, subject to Section 6.10. Seller and ExchangeCo shall not be liable for indemnification under this Section 6.03 until the aggregate amount of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off all Losses in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided indemnification under this Section 7.2(a) for 6.03 exceeds Ten Thousand Dollars (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a$10,000), in which case, event Seller and ExchangeCo shall be required to pay or be liable for all such Losses from the first dollar. The indemnification obligations of Sellers provided by Seller and ExchangeCo pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations6.03(a) shall not survive exceed Five Hundred Thousand Dollars ($500,000). (b) Except to the extent treated as an asset in Closing for Working Capital, Buyer shall indemnify the Seller and its Affiliates from and hold them harmless against any purpose; and (y) the Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Buyer or its Affiliates in Article VI. The indemnification obligations of Sellers under this provided by Buyer pursuant to Section 7.2(a6.03(b) shall not be subject to the limitations set forth in Section 10.4 exceed Five Hundred Thousand Dollars (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)$500,000).

Tax Indemnification. Sellers shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and against (i) Subject to the other provisions of this Section 9, the Sellers and the Optionholders agree, jointly and severally, to indemnify, defend and hold each Buyer Indemnitee harmless from any Loss suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of, without duplication, (A) all liability for Taxes (or the non-payment thereof) of the Companies Company and its Subsidiaries for all the Pre-Closing Tax Periods and Period, (B) all liability for income or value added Taxes that may be imposed as a result of the portion Company or any of all Straddle Periods beginning on its Subsidiaries being a member of a consolidated, combined, unitary or before and ending on the Closing Date (including as may result from revocation similar group of corporations or requirement to repay other taxpayers at any portion of any Tax Incentive provided to the Companies time prior to the Closing, which, (C) all liability for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any other Person that may be imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen its Subsidiaries as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect being a successor to cancellation of indebtedness income realized such other Person for Tax purposes prior to the Closing; , (viD) the portion of any Transfer all liability for Taxes for which the Sellers and the Optionholders are responsible liable pursuant to Section 7.2(g10(m) of this Agreement in excess of the Additional Tax Amount, (E) any breach of any representation or warranty set forth in Section 3(k) (provided that in determining the amount of a Loss as a result of, in connection with or arising out of a breach of any such representation or warranty, but not in determining whether a breach of any such representation or warranty has occurred, all such representations and warranties that are qualified as to materiality or by reference to a Material Adverse Effect shall be deemed not so qualified), (F) the failure by the Company (prior to the Closing), the Sellers or the Optionholders to perform any of their respective covenants or agreements herein relating to Taxes, (G) the inclusion of any Irish R&D Tax Credit in the calculation of the Final Tax Liabilities Amount to the extent such Irish R&D Tax Credit is not realized by the receipt of cash by the Company or one of its Subsidiaries prior to the date that is six (6) months following the Closing Date and (H) the inclusion of any payments made to a relevant Taxing Authority in the calculation of the Final Tax Liabilities Amount to the extent such Taxing Authority does not offset such payments against the Company’s or any of its Subsidiaries’ Tax liabilities for the relevant taxable period; provided, however, that the Sellers shall not be liable to indemnify the Buyer Indemnitees under this Section 9(c) for Taxes described in each of clauses (viiA) all through (F) above to the extent that amounts in respect of such Taxes arising have been discharged or have been adequately reflected as a liability in accordance with GAAP in the Final Tax Liabilities Amount; provided further that the Sellers shall not be liable to indemnify Buyer Indemnitees under this Section 9(c) for Taxes described in each of clauses (A) through (F) above which are imposed under the laws of the Republic of Ireland to the extent that: Table of Contents (A) such Taxes are attributable to or arise out of some act, omission, transaction or arrangement carried out on or after the Closing Date by or on behalf of the Buyer or by a member of the Buyer’s group or by the Company or any of its Subsidiaries or any of their respective successors in title other than in the Ordinary Course of Business without knowledge of the consequences thereof; (B) such Taxes are attributable to or increased by any admission of liability made after the date of this Agreement by the Company or any of its Subsidiaries or by Persons acting on behalf of any of them or Persons deriving title from the Buyer or by a member of the Buyer’s group; (C) the Tax arises or is increased as a result of: (1) an increase in rates of Tax, or new Tax, on or after the date of this Agreement with retrospective effect; (2) any administrative or judicial decision, or practice or any generally accepted change in the interpretation of Applicable Law, on or after the date of this Agreement; (3) any change in the practice of any breach Tax Authority or the practices or policies of any recognized accounting body; (4) the making of any judicial decision or inaccuracy the passing of any primary or subordinate legislation or code of practice related thereto, or making of any other government regulation, not in force as of the date of this Agreement or the withdrawal or alteration on or after the date of this Agreement of any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred published extra statutory concession made by any Company fiscal authority and currently in connection with operation; (5) the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes failure or omission on the part of the CompaniesBuyer or the Company or any of its Subsidiaries after the Closing to make any claim, whether incurred before action, surrender or disclaimer or to file all necessary Tax Returns and computations required to be made by it or not submitting such Tax Returns and computations within the appropriate time limits or submitting such Tax Returns and computations otherwise than on a proper basis or to give any notice or consent or do any other thing the making or giving or doing of which could have been performed notwithstanding the sale of the Shares; (6) the Company or any of its Subsidiaries waiving or surrendering on or after the Closing DateDate any Relief available to it (excluding Post-Closing Reliefs); (7) the fact that the Company’s accounting methods, arising from an obligation policies or the application thereof (including the treatment of any assets or liabilities or of the Companies for employment, social or similar Taxes or Tax attributable to any timing differences in future accounts of the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (XCompany) the issue or transfer is changed on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by from its treatment or application in preparing the Sellers or their Affiliates before the Closing Date to Final Tax Liabilities Amount except where such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period change is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) necessary to comply with its obligations under this Section 7.2 GAAP in force at Closing or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue correct an error in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, existence prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)).or at Closing;

Tax Indemnification. Sellers 7.6.6.1 Notwithstanding anything in this Contract to the contrary, and without regard to any limitations on Seller’s obligations otherwise set forth under this Contract, Seller shall jointly be liable for and severally pay, and shall fully indemnify and hold the Acquiror Indemnified Parties harmless harmless, Purchaser from and against (i) any and all Taxes (Losses incurred by Purchaser or the non-payment thereofUpper Tier Entities in connection with or arising from (1) of the Companies Taxes imposed on a Target, or for all which a Target may otherwise be liable, for any Pre-Closing Tax Periods Period and, with respect to any taxable period that begins before the Closing Date and the portion of all Straddle Periods beginning on or before and ending on ends following the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closinga “Straddle Period”), which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) such Straddle Period ending on and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after including the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X2) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror Seller is responsible pursuant to Section 7.2(g); 5.4.8, and (E3) Seller’s breach of any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief Tax Representations or any other representations regarding Taxes in this Contract; provided however, this Section 7.6.6 shall not apply to set against or mitigate a liability of any Company for which Sellers are not liable real estate Taxes payable by Tenant under Section 7.2(a)) to set against or otherwise mitigate 5.4.4. Seller shall reimburse Purchaser for any Losses that are the Tax; and (G) any Taxes that would not have arisen but for the failure responsibility of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations Seller pursuant to this Section 7.2(a7.6.6 within twenty (20) (for the avoidance Business Days of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, Seller receiving from Purchaser a notice alleging setting forth the facts giving rise to the indemnification obligation amount of Sellers any such Losses for which Seller is liable under this Section 7.2(a)7.6.6.1. 7.6.6.2 For purposes of Section 7.6.6.1, in which casewhenever it is necessary to determine the liability for Taxes of a Target for a Straddle Period, the indemnification obligations determination of Sellers pursuant to this the Taxes of the Target for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Target for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of Seller were closed at the close of the Closing Date. 7.6.6.3 This Section 7.2(a) 7.6.6 shall survive until, and only for purposes of, Closing until the resolution of the matter covered by such notice; (x) expiration the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Representations Survival Period.

Tax Indemnification. Sellers (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall jointly be made in accordance with Section 2.8 free and severally indemnify clear of, and hold the Acquiror Indemnified Parties harmless from without deduction for, any and against all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) all Taxes net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the nongross receipts or T-payment thereofMobile (EIP) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason Third A&R RPAA income of such entity being a member of an affiliatedIndemnified Party, consolidated, combined, or unitary group at any time on or before the Closing Date; in each case (iiix) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (includingrecipient being organized under the laws of, without limitationor having its principal office or, degrouping charges and withholding Taxes arising out of in the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion case of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (viior any political subdivision thereof) all Taxes arising or increased (y) imposed as a result of any breach of a present or inaccuracy former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any Surviving Tax Representation; (viii) all Taxesother transaction pursuant to or enforced this Agreement, feesany Conduit Support Document or any Related Document, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before sold or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or assigned an interest in securities to (i) any employee or director of any Company Transferred Assets), (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen been imposed but for the failure of Acquiror such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its Affiliates lending office (including other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the Companies) case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to comply with its obligations under this Section 7.2 or for the failure account of such Owner with respect to timely remit an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement extent that, pursuant to Section 2.7. Notwithstanding any provision of this Agreement 8.2(a), amounts with respect to the contrarysuch Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Surviving RepresentationsTransferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall survive the Closing and continue in full force and effect until sixty be increased as may be necessary so that after making all required deductions of Taxes (60) days after the expiration of the applicable statute of limitations (including extensionsother than Excluded Taxes), unless the Acquiror Indemnified Parties deliver including deductions of Taxes applicable to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers additional sums payable under this Section 7.2(a)8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in which caseaccordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the indemnification obligations required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall T-Mobile (EIP) Third A&R RPAA within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of Sellers itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 7.2(a8.2(a) shall survive untilin respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent. (b) An Owner claiming increased amounts under this Section 8.2 for Taxes paid or payable by such Owner will furnish to the applicable Funding Agent a certificate prepared in good faith setting forth the basis and amount of each request by such Owner for such Taxes, and only for purposes ofsuch Funding Agent shall deliver a copy thereof to the Transferor, the resolution Administrative Agent and the Servicer. A Funding Agent or the Administrative Agent claiming increased amounts under this Section 8.2 for its own account for Taxes paid or payable by such Funding Agent or the Administrative Agent, as applicable, will furnish to the Transferor and the Servicer a certificate prepared in good faith setting forth the basis and amount of each request by the Funding Agent or the Administrative Agent for such Taxes. Any such certificate of an Owner or Funding Agent or the Administrative Agent shall be conclusive absent manifest error. Failure on the part of any Owner or Funding Agent or the Administrative Agent to demand additional amounts pursuant to this Section 8.2 with respect to any period shall not constitute a waiver of the matter covered right of such Owner or Funding Agent or the Administrative Agent, as the case may be, to demand compensation with respect to such period. Each Owner agrees that it will not demand compensation under this Section 8.2 for amounts incurred more than 180 days prior to the date of demand, provided, that if the Regulatory Change giving rise to such increased amounts is retroactive, then the 180-day period referred to above shall extend to include the period of retroactive effect. All such amounts shall be due and payable to such Funding Agent on behalf of such Owner or to such Funding Agent or the Administrative Agent for its own account, as the case may be, on the Payment Date following receipt by the Transferor of such notice; certificate, if such certificate is received by the Transferor at least five (5) Business Days prior to the Determination Date related to such Payment Date and otherwise shall be due and payable on the following Payment Date. T-Mobile (EIP) Third A&R RPAA (c) Each Owner and each Participant agrees that prior to the date on which the first interest or fee payment hereunder is due thereto, it will deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent (i) (x) if such Owner is not a “United States person” as defined in Section 7701(a)(30) of the Tax representations Internal Revenue Code, two duly completed (in a manner reasonably satisfactory to the Transferor) copies of the U.S. Internal Revenue Service Form W‑8ECI, Form W‑8BEN, Form W-8BEN-E, Form W‑8IMY or Form W‑8EXP, or successor applicable forms required to evidence that the Owner is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (or in the case of an assignee or Participant at a rate no greater than that applicable to the related Owner if such Owner is entitled to receive amounts pursuant to this Section 8.2), or (y) if such Owner is a “United States person,” a duly completed (in a manner reasonably satisfactory to the Transferor) U.S. Internal Revenue Service Form W‑9 or successor applicable or required forms, and warranties (ii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding and backup withholding taxes. Each Owner also agrees to deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent two further duly completed (in a manner reasonably satisfactory to the Transferor) copies of such U.S. Internal Revenue Service Form W‑8ECI, Form W‑8BEN, Form W-8BEN-E, Form W‑8IMY or Form W‑8EXP or Form W‑9, as applicable, or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by the Servicer, the Transferor, a Funding Agent or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, the Owner is no longer eligible as a result of such change to deliver the then‑applicable form set forth above and so advises the Servicer, the Transferor, the applicable Funding Agent and the Administrative Agent. (d) Each Owner agrees that it shall use commercially reasonable efforts to reduce or eliminate any amount due under this Section 8.2, including but not limited to designating a different lending office if such designation will eliminate or reduce any amount due under this Section 8.2 and will not, in the reasonable opinion of such Owner, be unlawful or otherwise disadvantageous to such Owner or inconsistent with its policies or result in any unreimbursed cost or expense to such Owner or in an increase in the aggregate amount payable under Section 8.3 hereof. (e) If any Owner requests compensation under this Section 8.2, the Transferor may, at its sole expense and effort, upon notice to such Owner, the related Funding Agent and the Administrative Agent, request that such Owner assign and delegate, without recourse (in T-Mobile (EIP) Third A&R RPAA accordance with and subject to the restrictions contained in Section 3.15 9.2 of this Agreement), all its interests, rights (other than its existing rights to payments pursuant to this Section 8.2) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Owner, if an Owner accepts such assignment), or if such Owner and its related Funding Agent do not consent to such assignment, the Surviving Tax RepresentationsTransferor may terminate such Owner’s or the related Ownership Group’s interests, rights and obligations under this Agreement; provided that (i) with respect to any such assignment described above, the Transferor shall have received the prior written consent of the Funding Agent for the related Owner and the Administrative Agent, such consent not survive to be unreasonably withheld, conditioned or delayed, (ii) such assigning or terminated Owner shall have received payment of an amount equal to the Closing for any purpose; Net Investment, accrued yield thereon, accrued fees and all other amounts payable to it hereunder or relating to this Agreement, and (yiii) in the indemnification obligations case of Sellers any such assignment resulting from a claim for compensation under this Section 7.2(a) 8.2, such assignment will result in a reduction in such compensation or payments. The Transferor shall not request that any Owner make any such assignment and delegation if, prior thereto, as a result of a waiver by such Owner or otherwise, the circumstances entitling the Transferor to request such assignment and delegation cease to apply. (f) If a payment made hereunder to any Indemnified Party would be subject to withholding tax imposed by FATCA if such Indemnified Party were to fail to comply with the limitations set forth applicable reporting requirements of FATCA (including those contained in Section 10.4 (other than 1471(b) or 1472(b) of the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b)Code, (c) (as applicable), such Indemnified Party (dor the Funding Agent acting on its behalf) shall deliver to the Transferor, the Servicer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such persons such documentation prescribed by applicable law and such additional documentation reasonably requested by the Transferor or the Administrative Agent as may be necessary for such persons to comply with their obligations under FATCA and to determine that such Indemnified Party has complied with such Indemnified Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. (g) If any Conduit Purchaser is an Indemnified Party and such Indemnified Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such Indemnified Party shall allocate ratably among the Transferor and such Other Transferors any amounts owing under this Section 8.2 which are attributable to the Transferor and to the Other Transferors, which amounts shall be paid by the Transferor (“Section 8.2 Costs”), provided further, that if such Section 8.2 Costs are attributable to the Transferor and not attributable to any Other Transferor, the Transferor shall be solely liable for such Section 8.2 Costs or if such Section 8.2 Costs are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for such Section 8.2 Costs. T-Mobile (eEIP) and (j)).Third A&R RPAA

Tax Indemnification. Sellers (a) Following the Closing Date, and subject to the other terms of this Article VII, Seller Parent shall jointly and severally indemnify indemnify, defend and hold the Acquiror harmless Buyer Indemnified Parties harmless Parties, without duplication, from and against against, and pay to the applicable Buyer Indemnified Party the amount of, any and all Losses arising out of, resulting from or attributable to any and all (i) all Taxes of Seller Parent or its Subsidiaries (or the non-payment thereof) other than members of the Companies Company Group), including Taxes imposed on any member of the Company Group for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on any taxable period ending before or before and ending on including the Closing Date solely by reason of Treasury Regulation 1.1502-6 (including as may result from revocation or requirement to repay any portion corresponding or similar provision of any state, local, or foreign Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax periodlaw); (ii) Taxes of any and all Taxes for which any member of the Companies Company Group (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(athereof) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contraPre-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; Tax Periods, and (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 7.4(c)); (iii) subject to Section 8.1, 8.4(a) and 8.6, the failure of any of the representations and warranties contained in Section 7.1 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein); (iv) the failure to perform any covenant contained in this Agreement with respect to Taxes; and (v) Transfer Taxes for which Acquiror Seller is responsible pursuant to Section 7.2(g); (E7.7, provided, however, that Seller Parent shall not be required to indemnify Buyer pursuant to this Section 7.4(a) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or for Losses in respect of Taxes (x) except to the extent that such Taxes exceed, in the aggregate, the total amount of Taxes shown as a liability on the Final Closing Balance Sheet, or (y) that are Excluded Taxes. (b) Following the Closing Date, and subject to the other terms of this Article VII, Buyer shall indemnify, defend and hold harmless Seller Indemnified Parties, without duplication, from and against, and pay to the applicable Seller Indemnified Party the amount of, any and all Losses arising out of, resulting from or attributable to (i) [Intentionally deleted]; (ii) notwithstanding anything to the contrary in Section 7.4(a)(ii), Taxes imposed on Delaware Management Business Trust-Delaware Management Company Series for Pre-Closing Tax Period Periods commencing with calendar year 2003 by reason of Buyer having taken or caused or permitted Delaware Management Business Trust-Delaware Management Company Series to take the portion actions described in the second sentence of a Straddle Period beginning on or before and ending on the Closing DateSection 7.2(c) of this Agreement; (Fiii) Excluded Taxes; (iv) failures to the extent that a Relief (other than Acquiror’s Relief) is available perform any covenant contained in this Agreement with respect to a Company (or would have been available but Taxes except for the use covenant set forth in the second sentence of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a7.2(c)) to set against or otherwise mitigate the Tax; and (Gv) any Transfer Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement which Buyer is responsible pursuant to Section 2.7. Notwithstanding any provision 7.7, provided, however, that in the cases of Losses described in clause (ii) of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions7.4(b), unless the Acquiror Buyer shall be required to indemnify Seller Indemnified Parties deliver to Sellers, prior to for only thirty percent (30%) of such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Losses.

Tax Indemnification. Sellers shall (a) H&R Block and the H&R Block Entities (other than CompuServe and the CompuServe Entities) jointly and severally shall be responsible for, shall pay or cause to be paid, and shall indemnify and hold harmless WorldCom and WAC and, after the Acquiror Indemnified Parties harmless Closing, CompuServe and the CompuServe Entities (subject to the obligations of CompuServe and the CompuServe Entities to make payments under Section 9.2(j)) and each of their respective successors- in-interest from and against any and all Losses and Expenses for or in respect of each of the following: (i) Any and all Taxes with respect to any taxable period of CompuServe or any of the CompuServe Entities (or the non-payment thereofany predecessor) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning ending on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for arising as a result of the Elections), but excluding any transactions occurring after the Closing (other than the Elections) which are not related to the Merger and the other transactions contemplated by this Agreement ("Excluded Transactions"); (ii) Any and all Taxes resulting from CompuServe or any of the Companies CompuServe Entities (or any predecessor predecessor) having been (or ceasing to be) included in any affiliated, consolidated, combined or unitary Tax Return that included CompuServe or any of the foregoingCompuServe Entities (or any predecessor) is held liable for any taxable period (or portion thereof) ending on or before the Closing Date (including any liability for Taxes resulting from an acceleration of an "intercompany transaction" within the meaning of Treasury Regulation (S)1.1502-13(d), any deferred income triggered by Treasury Regulation (S)1.1502-14, and any excess loss accounts taken into income under Treasury Regulation Section 1.1502(S)1.1502-6 19 or any analogous or similar provisions under state, local or foreign law or any predecessor provision or regulation) that occurred on or before the Closing Date (but excluding the Excluded Transactions); (iii) Any and all Taxes of any member of an affiliated, consolidated, combined or unitary group (other than CompuServe or any CompuServe Entity) of which CompuServe or any CompuServe Entity (or any predecessor) is or was a member on or prior to the Closing Date, by reason of the liability of CompuServe or any CompuServe Entity (i) pursuant to Treasury Regulation (S)1.1502-6(a) or any analogous or similar state, local or non-U.S. Lawforeign law or regulation, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iiiii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their householdsuccessor, or (iii) any trust of which any such person is an actual by contract or potential beneficiary; or otherwise (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which including under any Tax Liability sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which would otherwise be payable by the Companies in CompuServe or any Post-Closing Tax Period is actually reduced as a result of the utilization CompuServe Entities, any predecessor of CompuServe or any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code CompuServe Entities, or any transferor to CompuServe or any of the CompuServe Entities, is a party or is obligated thereunder; (iv) Any and all Employment and Withholding Taxes with respect to any Company made after the Closing; (D) the portion all periods prior to and as of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)).;

Tax Indemnification. Sellers (a) MRG and MGM MIRAGE shall jointly and severally indemnify indemnify, defend and hold harmless the Acquiror Parent Indemnified Parties harmless from against, and against shall reimburse the Parent Indemnified Parties for, any and all Losses arising out of, based upon or relating or attributable to (i) all Taxes imposed on the Company relating or attributable to any taxable period ending on or before the Closing Date (or the non-payment thereof) of the Companies for all in each case, a "Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending Period") and, with respect to any period that includes but does not end on the Closing Date (including as may result from revocation or requirement to repay any in each case, a "Straddle Period"), the portion of any Tax Incentive provided such Straddle Period deemed to end on and include the Closing Date (in the manner determined pursuant to Section 9.01(b)). (ii) except as otherwise specifically set forth in this Agreement, all Taxes relating or attributable to the Companies prior transactions contemplated pursuant to this Agreement, including but not limited to the Closingsettlement of intercompany accounts pursuant to Sections 6.12(b) and 6.13, which, and any Taxes resulting from the Elections other than the Additional Tax Liability for this purpose, shall include items that would be Tax Incentives but for which Parent is liable under Section 6.08(d); (iii) the fact that breach by MRG or MGM MIRAGE or the failure by any such items are no longer currently in effect for entity to perform (or cause to have performed) any of the Companies at Closing but were in effect in some previous Tax period)representations and covenants made by them under this Agreement relating to Taxes; and (iiiv) any and all Taxes for which any of imposed on the Companies (or any predecessor of the foregoing) is held liable Surviving Corporation under Treasury Regulation Section 1.1502-6 or any analogous or similar (and corresponding provisions of state, local or non-U.S. Law, by reason foreign law) as a result of such entity being a member of an affiliatedany federal, state, local or foreign consolidated, combinedunitary, combined or similar group for any taxable period ending on or before, or unitary group at any time on or before that includes, the Closing Date; . (iiib) any and all Taxes For purposes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (includingthis Section 9.01, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall be: (i) in the case of Taxes that are imposed on a periodic basis, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which Sellers are responsible pursuant to Section 7.2(g)is the number of calendar days in the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and (viiii) all in the case of Taxes arising not described in (i) the amount that would be payable if the taxable year or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after period ended on the Closing Date, arising from including the taxable year of DE, based on an obligation interim closing of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result books of the utilization of any Acquiror’s Relief Company and DE. (which, notwithstanding anything in this Agreement c) Any indemnity payment to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided made under this Section 7.2(a) for (A) any Taxes 9.01, shall be paid within 10 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than 5 business days prior to the extent date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including as estimated Tax payments). If there is a dispute regarding the amount of the indemnity payment required to be paid, MRG shall pay in accordance with the preceding sentence the amount it determines to be owing and the dispute regarding any reserve for Taxes included as a current liability or contra-asset in additional amounts claimed by the calculation of Closing Date Working Capital as finally determined Parent Indemnified Parties to be due shall be resolved in accordance with Section 2.6; 8.03(c). (Bd) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for For the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the MRG's indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant 9.01 shall be without regard to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Sections 8.01 and 8.02, and Section 10.4 (other than the limitations set forth in 8.02(f) shall apply to this Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))9.01.

Tax Indemnification. Subject to Section 6.3.5.2(b), Sellers shall jointly and severally indemnify the Buyer Indemnified Parties and hold the Acquiror Indemnified Parties them harmless from and against any Losses attributable to (ia) all any Taxes (or the non-payment thereof) (other than those Taxes identified in the penultimate sentence of Section 6.7.2(b) as the responsibility of Buyer and the Company) of the Companies Company for all the taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Periods and Period”), (b) any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the portion of all Straddle Periods beginning Company is or was a member on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the ClosingClosing Date, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under including pursuant to Treasury Regulation Section Sec. 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combinedlocal, or unitary group at any time on foreign law or before the Closing Date; regulation, and (iiic) any and all Taxes of any Person (other than the Company) imposed on the Companies Company as a transferee or successor successor, by contract or pursuant to Law any law, rule or by Contract regulations, which Taxes relate to an event or transaction occurring on or before the Closing; provided, however, that in the case of clauses (iva), (b) and (c) above, Sellers 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 difference 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 to the Purchase Price pursuant to Sections 2.2.3 and 2.2.4. Sellers shall jointly and severally reimburse for any Taxes of the Company that are the responsibility of any one or more Sellers within 15 Business Days after payment of such Taxes by any one or more Buyer Indemnified Parties. Buyer shall indemnify and defend the Seller Indemnified Parties and hold them harmless from and against any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities attributable to (i) any employee or director actions (except to the extent required by Applicable Laws) of any the Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date other than in the Ordinary Course of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, Business that would result in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in to any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief Sellers (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes but only to the extent that such actions cause a carry back of any reserve for Taxes included as a current liability one or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 more Tax attributes of the Code with respect Company to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or have a direct effect on the portion Tax attributes of the Company in a Pre-Closing Tax Period or (ii) any Tax Adjustment Amendment Event that triggers an increase to the Tax Adjustment. Buyer shall reimburse Sellers’ Representative for the benefit of Sellers for any Sellers’ Losses attributable to such additional Tax Liability or, in the case of a Straddle Period beginning on Tax Adjustment Amendment Event, increase in the Tax Adjustment within 15 days after payment of such amounts by one or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use more of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Seller Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Parties.

Tax Indemnification. Sellers shall (each an “Indemnifying Party”) hereby jointly and severally indemnify agree to indemnify, defend and hold harmless the Acquiror Indemnified Parties harmless Company, Buyer and their respective directors, officers, stockholders, agents, Affiliates, successors and permitted assigns (each, an “Indemnitee”) from and against against, and shall pay and reimburse the foregoing Persons for, any and all losses, liabilities, claims, obligations, penalties, damages, costs and expenses (iincluding all reasonable attorneys’ fees and disbursements and other costs incurred or sustained by an Indemnitee in connection with the investigation, defense or prosecution of any such claim or any action or proceeding between the Indemnitee and the Indemnifying Party or between the Indemnitee and any third party or otherwise), whether or not involving a third-party claim (collectively, “Losses”), relating to or arising out of (a) all Taxes (of or imposed on the non-payment thereof) Company for all taxable periods ending on or prior to the Closing Date and the portion of the Companies taxable period through the end of the Closing Date for all any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Periods Period”) including, without limitation, any Taxes imposed under Code Section 1374 (and any state or local statutes that are comparable or equivalent to Code Section 1374) and any state Taxes that are required to be paid by either of the portion Company on a composite or other Tax Return to the extent that the Company or Buyer has not otherwise received payment of such Taxes from Sellers; (b) all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion Taxes of any Tax Incentive provided to member of an affiliated, consolidated, combined or unitary group of which the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies Company (or any predecessor of the foregoingCompany) is held liable under or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; and (iiic) any and all Taxes of any Person (other than the Company) imposed on the Companies Company as a transferee or successor successor, by contract or pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) Law. Sellers shall, jointly and severally, reimburse Buyer for any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after are the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations responsibility of Sellers pursuant to this Section 7.2(a8.1 within fifteen (15) days after payment of such Taxes by Buyer or the Company. Any claim for indemnification made under this Section 8.1 shall, except as otherwise provided in this Article 8, be asserted and resolved in accordance with the indemnification procedures in Section 11.4, provided, however, that no provision of Article 11 shall survive until, and only for purposes of, modify the resolution of the matter covered by such notice; (x) the Tax representations and warranties payment requirements set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))immediately preceding sentence.

Tax Indemnification. Sellers shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and against (ia) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay Notwithstanding any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything provision in this Agreement to the contrary, the Sellers will be jointly and severally liable for, will pay, and will indemnify and hold Purchaser Indemnified Parties (as defined in Section 7.2(a)) harmless against, all Excluded Taxes. (b) Except as set forth in Section 5.1(a) above, Purchaser will be liable for, will pay, and will indemnify Seller Indemnified Parties (as defined in Section 7.2(b)) against any and all Taxes imposed on or payable with respect to either Company or its business for this purposePost- Closing Tax Periods (or any portion thereof). (c) Anything herein to the contrary notwithstanding, shall include any relief, allowance, credit, deduction, exemption or set off in respect each of Purchaser and Sellers will be responsible for one-half of any U.S. Tax and any right to repayment all transfer Taxes that may be imposed upon, payable, collectible or recovery of or saving of U.S. Tax) which arises as a result of or incurred in connection herewith and the transactions contemplated hereby, regardless of the Person liable for such transfer Taxes under applicable Law. The Sellers and Purchaser will use commercially reasonable efforts to minimize the amount of such transfer Taxes and shall cooperate in timely making all filings, returns, reports and forms as may be required to comply with the issueprovisions of such Tax Laws. (d) For purposes of Section 5.1, transfer or exercise described in (aa) above; providedthe case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes is allocable to the extent of any reserve for Taxes included as a current liability or contraPre-asset Closing Period shall be: (i) in the calculation case of Closing Date Working Capital as finally determined in accordance with Section 2.6; Taxes that are either (Bx) any Taxes arising out of based upon or related to income or receipts or (y) imposed in connection with any transaction sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be payable if the taxable year ended on and included the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of either Company, or otherwise measured by the level of any Company that occurs after item, deemed to be the Closing amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on and including the Closing Date and the denominator of which is not the number of calendar days in the ordinary course entire period. (e) The applicable Seller or Purchaser, as the case may be, will provide reimbursement for any Tax paid by one Party, all or a portion of business as carried on immediately before which is the Closing; (C) any Taxes arising solely out responsibility of the other Party pursuant to this Section 5.1. Payment by the indemnifying Party of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations amount due under this Section 7.2 or for 5.1 will be made within 10 days following written notice by the failure indemnified Party that payment of such amount is due and without right of offset; provided, that, if the indemnified Party is required to timely remit make a payment to a taxing authority, the applicable Governmental Authority indemnifying Party will not be required to make any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. payment earlier than three days before such payment is due. (f) Notwithstanding any provision of this Agreement language in Article VII to the contrary, (w) Sellers’ the provisions of Article V shall govern all claims for indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Taxes.

Tax Indemnification. Sellers (a) Except as provided in this Article 12, Seller agrees that the following shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and against constitute Retained Liabilities for all purposes under this Agreement: (i) all any liability for Taxes (imposed on Company or the non-payment thereof) any of the Companies Subsidiaries for all Pre-any taxable period ending on or before the Closing Tax Periods Date, and for the portion of all any Straddle Periods beginning on or before and Period (as defined below) ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax perioda "PRE-CLOSING TAX PERIOD"); ; (ii) any and all Taxes for which imposed on Company or any of the Companies Subsidiaries as members of the "affiliated group" (within the meaning of Section 1504(a) of the Code) of which Seller (or any predecessor of the foregoingor successor) is held liable the common parent that arises under Treasury Regulation Section 1.1502-6 6(a) and any similar provisions under state or local law including Company or any analogous or similar state, local or non-of the Subsidiaries as members in a "unitary business" as that term has been defined in U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; Supreme Court jurisprudence; (iii) the breach by Seller or the failure by Seller to perform (or cause to be performed) any and all Taxes of any Person imposed on the Companies as a transferee covenants contained in this Article 12 or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; Section 7.4(y); (iv) any all Transfer Taxes for which Seller is liable pursuant to Section 2.7; and (v) reasonable attorneys' fees, reasonable accountants' fees and all Taxes imposed on any Company out-of-pocket expenses incurred by Buyer in the investigation or any Seller (or Acquiror as a method of collecting Taxes defense of any Company claim arising under Sections 12.2(a)(i)-(iv) or the Seller) arising in asserting, preserving or deemed to have arisen as a result enforcing any of the Closing (includingrights of Buyer arising under Article 10 relating to this Article 12, without limitationexcept as otherwise provided in Section 12.4(b), degrouping charges provided, however, that the amount of any indemnification under Article 10 relating to the matters set forth in this Article 12, and withholding the determination or Retained Liabilities, shall not include any accruals and related reserves for Taxes arising out included in the final determination of the sale and transfer of Actual Working Capital. (b) Except as provided in Section 2.7, Buyer agrees that the Equity Interests of the Conveyed Entities as contemplated by following shall constitute Assumed Liabilities for all purposes under this Agreement, but excluding any Transfer Taxes); : (vi) any Taxes imposed on any Buyer, Company under Code Section 108(i) and the Subsidiaries for all taxable periods ending after the Closing Date (except with respect to cancellation a Straddle Period, in which case Buyer will be responsible only for that portion of indebtedness income realized prior any Taxes that do not relate to a Pre-Closing Tax Period, except to the Closing; extent that such Taxes have been included in the final determination of Actual Working Capital) (vi"POST-CLOSING TAX PERIOD"); (ii) the portion of any Transfer Taxes for which Sellers are responsible the Buyer may be liable pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or 2.7; (iii) any trust liability for Taxes attributable to a breach by Buyer of which any such person is an actual its obligations under this Agreement; and (iv) reasonable attorneys' fees, reasonable accountants' fees and out-of-pocket expenses incurred by Seller in the investigation or potential beneficiary; or (Y) the exercise after the Closing Date defense of any option granted by claim arising under Sections 12.2(b)(i)-(iii) or in asserting, preserving or enforcing any of the Sellers or their Affiliates before rights of Seller arising under Article 10 relating to this Article 12, except as otherwise provided in Section 12.4(b). (c) To the Closing Date extent that an obligation of one party pursuant to this Section 12.2 may overlap with another obligation of such party pursuant to this Section 12.2, the party entitled to indemnification under Article 10 relating to such persons or trusts, obligations shall be limited to only one of such indemnification payments. (d) Whenever in each case, reduced, but not below zero, by (bb) the accordance with this Article 12 Buyer shall be required to pay Seller an amount by which any Tax Liability which would otherwise be payable by the Companies in any respect of liabilities for Taxes for Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement Periods or Seller shall be required to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off pay Buyer an amount in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve liabilities for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or Periods, such payments shall be made the portion later of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) 10 days after requested or 10 days before the expiration of requesting party is required to pay the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the related Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))liability.

Tax Indemnification. Sellers shall jointly indemnify Target and severally indemnify Buyer and hold the Acquiror Indemnified Parties them harmless from and against against: (i) all Income and other Taxes (or the non-payment thereof) of the Companies Target for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax periodPeriod"); (ii) any and all Income and other Taxes for which of any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at of which Target (or any time predecessor) is or was a member on or before prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iii) any and all Income and other Taxes of any Person person (other than Target) imposed on the Companies Target as a transferee or successor successor, by contract or pursuant to Law any law, rule or by Contract regulation, which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all . If Taxes imposed were reserved for on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result face of the Closing Most Recent Balance Sheet as current liabilities that reduced the Purchase Price under §2(a)(iii) (includingabove), without limitation, degrouping charges and withholding Taxes arising out then for purposes of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreementindemnification under above clauses (i), but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10ii) and (ix) (aa) any and all Taxes of the Companiesiii), whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before shall be credited with the Closing Date to such persons or trusts, applicable reduction in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement Purchase Price resulting therefrom to the contraryextent that would result in a duplication in payment by Sellers. For example purposes only, if there were a current liability for this purposeTaxes on the Most Recent Balance Sheet of $10,000, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with reduced the issue, transfer or exercise described in (aa) abovePurchase Price under §2(a)(iii); provided, that no indemnity then Sellers shall be provided under this Section 7.2(a) for (A) any Taxes credited with paying that through the reduction in Purchase Price. The foregoing indemnification obligation includes without limitation Sellers indemnifying Buyer against and to the extent of any reserve for Taxes included liability of Target arising (x) because of Target's misclassification of employees as a current liability Form 1099 'independent contractors,' (y) failing to withhold or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) pay any Taxes arising out of relating to employees by Target, or in connection with (z) relating to any transaction of any Company that occurs after persons engaged (directly or indirectly) by the Closing on Target as Form 1099 'independent contractors' but for which W-2 filings and Tax treatment by Target for classification as an 'employee' and applicable Tax payments and withholdings by the Closing Date and Target as employer was, or is not in the ordinary course of business as carried on immediately before the Closing; (C) subsequently determined to be, required by law. Sellers shall reimburse Buyer for any Taxes arising solely out of any election or deemed election under Section 338 of Target that are the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations responsibility of Sellers pursuant to this Section 7.2(a§9(a) shall survive until, and only for purposes of, the resolution within fifteen (15) Business Days after payment of the matter covered such Taxes by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Buyer or Target.

Tax Indemnification. Sellers (i) 7-Eleven shall jointly be liable for and severally shall indemnify and hold the Acquiror Indemnified Parties harmless Buyer from and against against, without duplication, (iA) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on the Seller Parties for any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (includingtaxable period, without limitation, degrouping charges and withholding including all Taxes arising out of the sale and transfer consummation of the Equity Interests of the Conveyed Entities as transactions contemplated by this Agreement, but excluding (B) all Taxes with respect to the Business or Assets (1) for any Transfer Taxes); Pre-Closing Period and (v) any Taxes imposed on any Company under Code Section 108(i2) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) any Straddle Period, for the portion of any Transfer such Straddle Period up to the applicable Closing Date, calculated in accordance with Section 4.2(d) (other than real estate Taxes for which Sellers the Seller Parties are responsible pursuant to Section 7.2(g1.7(a) and for which Buyer has received a credit); , (viiC) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxesresulting from, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction breach or inaccuracy of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after representations and warranties of the Closing; Seller Parties in Section 2.1(e), (D) all Taxes resulting from, arising out of or attributable to any breach by the portion Seller Parties of any a covenant in this Agreement related to Taxes (including the Seller Parties’ failure to pay Transfer Taxes for which Acquiror it is responsible pursuant to Section 7.2(g4.2(e); ), (E) any reduction in, or the availability of or failure to obtain Taxes deferred in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period pursuant to the Coronavirus Aid, Relief, and Economic Security Act (CARES) or any other Law enacted in response to the portion of a Straddle Period beginning on or before COVID-19 pandemic, and ending on the Closing Date; (F) to any Losses arising out of any Taxes described in clauses (A)-(E) of this Section 4.2(a)(i); provided, however, that, 7-Eleven shall not have any responsibility in respect of any Taxes resulting from, arising out of or in connection with any breach or inaccuracy of any of the extent that a Relief representations and warranties of the Seller Parties in Section 2.1(e) (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations representation and warranties set forth in Section 3.15 2.1(e)(vii)) to the extent such Taxes are attributable to any Tax period (other than or portion thereof, as calculated in accordance with Section 4.2(d)) beginning on the Surviving Tax Representationsapplicable Closing Date ((i) through (vi) collectively, “Seller Taxes”). (ii) Buyer shall not survive be liable for, shall pay (or cause to be paid) and shall indemnify and hold harmless the Seller Parties from and against, without duplication, (A) all Taxes relating to the Business, the Assets or the Assumed Liabilities, (1) for any Post-Closing Period and (2) with respect to any Straddle Period, for the portion of such Straddle Period beginning after the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Date, calculated in accordance with Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b4.2(d), (cB) (as applicableTransfer Taxes for which Buyer is responsible pursuant to Section 4.2(e), (d), (e) and (j))C) all Taxes resulting from, arising out of or attributable to any breach by Buyer of a covenant in this Agreement related to Taxes, in each case other than Seller Taxes.

Tax Indemnification. Sellers (a) Seller shall jointly and severally indemnify and hold Buyer, the Acquiror Indemnified Parties LIG Companies (and their successors) and Affiliates of Buyer harmless pursuant to the procedures set forth in Section 10.3 from and against (ix) all Taxes (or the non-payment thereof) of the Companies liability for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the LIG Companies for employment, social or similar Taxes or in the United Kingdom with regard to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer any taxable period ending on or before the Closing Date of securities or an interest in securities to (ithe "Pre-Closing Period") any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) and the exercise after portion ending on the Closing Date of any option granted by the Sellers or their Affiliates taxable period that begins before and ends after the Closing Date to such persons or trusts(a "Straddle Period"), in each case, reduced, but not below zero, by (bby) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any all Taxes arising out of or in connection with any transaction related to (i) a breach of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 4.11 of this Agreement, assuming for purposes of this Section 10.1(a)(y) that such representations and warranties were made as of the Closing Date, or (ii) a breach of the covenant set forth in the last sentence of Section 6.14 of this Agreement, and (z) all liability (as a result of Treas. Reg. §1.1502-6(a), or any similar provision of state, local or foreign Law) for Taxes of the Seller or any other person (other than the Surviving Tax RepresentationsLIG Companies) shall not survive as a result of the Closing for affiliation of any purpose; and (y) of the indemnification obligations of Sellers under this Section 7.2(a) LIG Companies with Seller or any other Person prior to Closing. Notwithstanding anything to the contrary herein, Seller shall not be subject obligated to indemnify Buyer against any Taxes or liabilities pursuant to this Section 10.1(a) as a result of, or based upon or arising from, any Tax, claim or liability to the limitations extent such Tax, claim or liability is taken into account in determining the purchase price adjustment pursuant to Section 2.2. (b) With respect to a Straddle Period, the portion of Taxes attributable to the portion of such Straddle Period beginning before (but not ending on) the Closing Date shall be calculated as though the Straddle Period terminated as of the close of business on the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, such Taxes shall be equal to the amount of Tax for the Straddle Period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the Straddle Period. (c) Buyer shall indemnify and hold the Seller harmless pursuant to the procedures set forth in Section 10.4 (other than 10.3, from and against any and all Taxes of, or pertaining or attributable to, any of the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))LIG Companies with respect to any taxable period or portion of a Straddle Period that begins after the Closing Date.

Tax Indemnification. Sellers (i) The Seller shall jointly and severally indemnify indemnify, defend and hold the Acquiror Indemnified Parties harmless Buyer from and against any and all costs, expenses (including reasonable attorneys', accountants', consultants' and experts' fees and expenses), other liabilities (including costs and fines), monetary obligations to third parties, expenditures, monetary judgments or awards payable or due to any other party that are imposed upon or otherwise incurred or suffered by the relevant Person ("Losses") asserted against, resulting to, imposed on, sustained, incurred or suffered by, or asserted against Buyer, directly or indirectly, by reason of or resulting from: (i) all Taxes (imposed upon the Seller Entities or the nonControlled Entities with respect to any Pre-payment thereof) First-Closing Period, Pre-Second-Closing Period or Pre-Final-Closing Period, as applicable, , including any such Loss arising, directly or indirectly, by reason of or resulting from any distribution or other transfer of the Companies Seller Investments as contemplated by Section 6.01, other than with respect to items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B), and all Taxes incurred by the Seller Entities or the Controlled Entities, other than with respect to items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B), for any Straddle Period, as applicable, but only with respect to the portion of such Straddle Period ending on the close of the First Closing Date, Second Closing Date or Final Closing Date, as applicable, (ii) all Taxes other than with respect to items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B) imposed upon Buyer attributable to the OMEGA Assets with respect to any Pre-First-Closing Tax Periods Period, attributable to the Wrap Assets with respect to any Pre-Second-Closing Period and attributable to the Final Closing Assets with respect to any Pre-Final-Closing Period, as applicable, and any Straddle Period, but only with respect to the portion of such Straddle Period ending on the close of the Applicable Closing Date, (iii) any Taxes other than with respect to items contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B) imposed on any of the Controlled Entities underss. 1. 1502-6 of the Treasury Regulations attributable to any Pre-First-Closing Period, Pre-Second-Closing Period or Pre-Final-Closing Period, as applicable, and the portion of all any Straddle Periods beginning on or before and Period ending on the Applicable Closing Date Date, (including as may result from revocation or requirement to repay any iv) the portion of any Tax Incentive provided Transfer Taxes that are the responsibility of Company pursuant to Section 3.03(a) of this Agreement, (v) any breach or inaccuracy in any representation contained in Section 4.17 or (vi) any breach or failure by the Companies prior Seller to the Closing, which, for this purpose, shall include items that would perform (or cause to be Tax Incentives but for the fact that such items are no longer currently in effect for performed) any of the Companies at Closing but were covenants or agreements set forth in effect in some previous Tax period); this Section 3.03. (ii) Buyer shall indemnify, defend and hold harmless the Seller from and against any and all Losses asserted against, resulting to, imposed on, sustained, incurred or suffered by, or asserted against the Seller, directly or indirectly, by reason of or resulting from (i) any and all Taxes imposed upon any of the Seller Entities or the Controlled Entities, (ii) any and all Taxes for which attributable to the Asset Management Assets, in the case of clauses (i) and (ii) with respect to (x) any Post-First-Closing Period, Post-Second-Closing Period or Post-Final-Closing Period, as applicable, and, with respect to any item contemplated by Treasury Regulationss.1.1502-76(b)(1)(ii)(B), a Pre-First-Closing Period, Pre-Second-Closing Period or Pre-Final-Closing Period and (y) the portion of any Straddle Period beginning after the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Applicable Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers that are responsible the responsibility of Buyer pursuant to Section 7.2(g)3.03(a) of this Agreement; and (viiiv) all Taxes arising or increased as a result of any breach or failure by Buyer to perform (or cause to be performed) any of the covenants or inaccuracy agreements set forth in this Section 3.03. (iii) All amounts payable or to be paid under this Section 3.03 (the "Tax Indemnity Payments") shall be paid in immediately available funds within fifteen (15) business days after the later of (i) receipt of a written request from the party entitled to such Tax Indemnity Payment and (ii) the day of payment of the amount that is the subject of the Tax Indemnity Payment by the party entitled to receive the Tax Indemnity Payment. (iv) Notwithstanding any Surviving Tax Representation; (viii) all Taxesother provision in this Agreement, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice for purposes of tax assessment determining liability under this Section 3.03 with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of of, or attributable to, or resulting from any inaccuracy in connection with any transaction or breach or nonperformance of any Company that occurs after of the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out representations or warranties of any election or deemed election under Section 338 of the Code with respect Seller Entities or Seller in Section 4.17 or any covenant or agreement of any of the Buyer, Seller Entities or Seller contained in this Section 3.03, no effect shall be given to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain exception in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for or any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject such covenant or agreement relating to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))materiality or Material Adverse Effect.

Tax Indemnification. From and after Closing, subject to this Eighth Clause, Sellers shall, pursuant to the Applicable Proportions, and Key Guarantors shall jointly and severally severally, in accordance with Section 8.1(f), save, defend, indemnify and hold harmless the Acquiror Indemnified Parties harmless from Purchaser Indemnitees for any and against all Losses incurred by such Purchaser Indemnitees to the extent arising out of or relating to any of the following, (i) all Taxes of any Company (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning taxable periods (or portions thereof) ending on or before and ending on the Closing Date, including those arising from matters disclosed in the schedules hereto (taking into account the allocation provisions of Section 8.1(d) in the case of taxable periods that end after the Closing Date), except to the extent such Taxes were taken into account in calculating Final Working Capital, (ii) all Taxes required to be paid (or the non-payment thereof) derived from dividend or profit distributions agreed by the Companies’ shareholders prior to the Closing Date, (iii) all Taxes required to be paid by any Company after the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any by reason of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies Company (or any predecessor of the foregoingCompany) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being having been a member of an affiliated, a consolidated, combinedunitary, or unitary similar group at any time on or before prior to the Closing Date; , (iiiiv) all Taxes payable by any and of the Sellers, (v) all Taxes of any Person imposed on the Companies person required to be paid by any Company as a transferee or successor successor, by contract or pursuant to Law or by Contract which Applicable Law, where the liability of the Company for such Taxes relate is attributable to an event or transaction occurring on or before the Closing; (iv) Closing Date, including a merger involving any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (includingcompany, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion breach of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising representation or increased as a result warranty of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons Somar contained in Section 6.10 or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result schedule or exhibit or certificate relating to Taxes delivered pursuant to the provisions of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issuetransactions, transfer or exercise described in and (aavii) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent breach of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 obligation of the Code with respect Sellers or Somar hereunder relating to any Company made after the Closing; Taxes (D) the portion each one, for purposes of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction inthis Agreement, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax PeriodIndemnification Event”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)).

Tax Indemnification. Sellers The Member shall jointly indemnify the Company, Buyer, and severally indemnify each Buyer Indemnitee and hold the Acquiror Indemnified Parties them harmless from and against (ia) any and all Losses attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.21 or otherwise with respect to Taxes; (b) any and all Losses attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article 7; (c) any and all Losses related to Taxes (of or payable by or with respect to the non-payment thereof) of the Companies Company or its business or assets for all Pre-Closing Tax Periods Periods, including (i) any and the portion all Taxes deferred pursuant to any COVID-19 Law regardless of all Straddle Periods beginning on or before when due and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closingpayable, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which (or other Liabilities) related to any “imputed underpayment” (within the meaning of Section 6225 of the Companies Code (or and similar applicable Laws)) attributable to a Pre-Closing Tax Period, and (iii) any predecessor and all Taxes related to any PTET Election filed with respect to any Pre-Closing Tax Period; (d) any and all Losses related to Taxes of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, unitary or unitary other Tax group at of which the Company (or any time predecessor of the Company) is or was a member on or prior to the Closing Date; (e) any and all Losses related to Taxes of any Person imposed on or payable by the Company (or an owner thereof) arising under the principles of transferee or successor liability or by Contract, Law (including Treasury Regulations Section 1.1502-6) or otherwise, relating to an event or transaction occurring before the Closing Date; (iiif) any and all Losses related to Taxes of any Person imposed on the Companies as a transferee Member, including those arising directly or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen indirectly as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes)Transactions; (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aag) any and all Losses related to Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom required to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted be borne and paid by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election Member under Section 338 of the Code with respect to 7.1(b) (any Company made after the Closing; and all Taxes identified in clauses (Dc) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); through (Ef) any reduction inhereof, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period Taxes”). The Member shall reimburse Buyer by wire transfer of immediately available funds for any Losses or Taxes that are the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use responsibility of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations Member pursuant to this Section 7.2(a7.3 no later than ten (10) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect Business Days prior to the Surviving Representations) shall survive date on which payment of such Losses or Taxes is due by Buyer or the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Company.

Tax Indemnification. Sellers (a) From and after the Closing Date, Seller shall jointly and severally indemnify the Purchaser Indemnified Persons against and hold the Acquiror Indemnified Parties them harmless from and against any Losses arising from, relating to or otherwise in respect of, except as provided in Section 11.07(b), (i) all any Taxes (imposed on the Business or the non-payment thereof) of the Companies for all Transferred Entities with respect to any Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date Period (including as may a result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Pre-Closing but were in effect in some previous Tax periodRestructuring); , (ii) any and all Taxes for which that are Retained Liabilities hereunder, (iii) any of the Companies Taxes imposed on a Transferred Entity (or including any predecessor of the foregoing) is held liable Taxes imposed under Treasury Regulation Regulations Section 1.1502-6 or any analogous or similar corresponding provision of state, local or non-U.S. Tax Law) as a result of its inclusion with Seller, by reason of such entity being any Subsidiary Transferor or any other Person (other than a member of an affiliated, Transferred Entity) in a consolidated, combined, combined or unitary group at Tax group, for any time on or before the Pre-Closing Date; Tax Period, (iiiiv) any and all Taxes for which a Transferred Entity, Purchaser or any Affiliate of any Person imposed on the Companies Purchaser is liable as a transferee or successor pursuant to Law or by Contract which Taxes (other than Contracts that do not primarily relate to an event Taxes), in each case, to the extent such Taxes are attributable to the operation of the Business or transaction occurring on or before ownership of the Transferred Assets prior to the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on attributable to any Company “subpart F income” (including any increase thereto under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes 965 of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or Code) required to be included in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, income in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes solely to the extent such subpart F income is attributable to income or earnings of any reserve a Transferred Entity for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or (determined in accordance with the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) principles set forth in Section 8.03(a)), but excluding any such inclusion that is attributable to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror actions taken by Purchaser or any of its Affiliates after the Closing, and (including the Companiesvi) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted attributable to any breach or withheld violation of any of Seller’s representations set forth in Section 4.15. (b) From and after the Closing Date, Purchaser and the Transferred Entities shall, jointly and severally, indemnify the Seller Indemnified Persons and hold them harmless from any Losses arising from, relating to or otherwise in respect of (i) any Taxes imposed on the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to Transferred Assets, the contraryBusiness or the Transferred Entities (other than, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations as contemplated by Section 11.01(a)(vi)) with respect to any Post-Closing Tax Period, except to the Surviving Representationsextent such Taxes are attributable to a breach of any representation set forth in Section 4.15(k) or Section 4.15(l) or any inaccuracy in Section 4.15(h) of the Seller Disclosure Letter (as such Section of the Seller Disclosure Letter may be revised pursuant to Section 8.06(c)), (ii) any Taxes taken into account in the adjustment described in Section 2.04, (iii) any Taxes attributable to any breach or nonperformance of Purchaser’s obligations pursuant to Article VIII, and (iv) any Transfer Taxes for which Purchaser is liable under Section 8.01, provided that this Section 11.07(b) shall survive not be construed as limiting any indemnity set forth in clause (v) of Section 11.07(a) and Section 11.07(b)(i) shall not be construed as limiting any indemnity set forth in clause (vii) of Section 11.07(a). (c) Procedures Relating to Tax Controversies. (i) Promptly after a party (the “Tax Indemnified Party”) becomes aware of the existence of a Tax Proceeding that may give rise to an indemnification claim under this Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Tax Authority and communications with any Tax Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this Article XI, except to the extent that such party is actually prejudiced thereby. (ii) After the Closing Date, Seller shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities or the Transferred Assets with respect to any Pre-Closing Tax Periods to the extent such Tax Controversy could reasonably be expected to result in any indemnification obligations pursuant to Section 11.07(a), provided, however, that, except in the case of a Tax Controversy with respect to a Combined Tax Return, (A) Purchaser shall have the right to participate in such Tax Controversy at its own expense, (B) Seller shall not settle, compromise and/or concede any portion of such Tax Controversy that is reasonably expected to result in material adverse tax consequences to Purchaser without obtaining Purchaser’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned, and continue (C) Seller shall keep Purchaser reasonably informed as to the progress of any such Tax Controversy and shall consider in full force good faith any written comments or suggestions provided by Purchaser regarding such Tax Controversy. (iii) To the extent that any provision in this Section 11.07(c) may overlap or conflict with any provision contained in Section 11.02, the provisions of this Section 11.07(c) shall govern. (d) For purposes of this Section 11.07, all Losses in respect of Taxes shall be reduced by (i) any indemnity, contribution or other similar payment actually paid to Purchaser or any Purchaser Indemnified Person by any third party with respect to such Loss, and effect (ii) an amount equal to any net reduction of income Taxes of Purchaser or any Purchaser Indemnified Person attributable to a Tax benefit actually realized in the year of such loss or the immediately succeeding two (2) taxable years as a direct result of such Loss, determined on a “with and without” basis. (e) Seller’s indemnity obligations under this Section 11.07 shall survive until the date that is sixty (60) days after from the date of the expiration of the applicable statute of limitations limitation (including extensionsall periods of extension, whether automatic or permissive), unless the Acquiror Indemnified Parties deliver to Sellers, prior to and such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification indemnity obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to any of the limitations set forth in Section 10.4 11.01(b). (other than f) In no event shall the limitations Purchaser Indemnified Persons be entitled to recover, any Loss attributable to Taxes of any of the Transferred Entities (i) for any taxable period that is not a Pre-Closing Tax Period, except to the extent such Taxes are attributable to a breach of any representation set forth in Section 10.4(a)(v4.15(k) and Sections 10.4(bor Section 4.15(l) or any inaccuracy in Section 4.15(h) of the Seller Disclosure Letter (as such Section of the Seller Disclosure Letter may be revised pursuant to Section 8.06(c)), (cii) (as applicable)a result of any transaction occurring on the Closing Date after the Closing outside the ordinary course of business, (d), (eiii) and (j)).as a result of Purchaser’s financing of the transactions provided for in this Agreement,

Tax Indemnification. Sellers (a) The Seller shall jointly and severally indemnify indemnify, defend and hold harmless (on an after tax basis and net of any directly related tax credit or deduction that the Acquiror Purchaser Indemnified Parties harmless from Persons actually obtain) the Purchaser Indemnified Persons from, and against without any duplication, any (1) Tax of Newco described in clause (i) all Taxes (or the non-payment thereof) of the Companies for all definition of Taxes related to the Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date Period, (including as may result from revocation or requirement to repay any portion of any 2) Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently described in effect for any of the Companies at Closing but were in effect in some previous Tax period); clause (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) of the definition of Tax, provided, that notwithstanding anything to the contrary in this Section 9.8(a)(1) or (a)(2), the Seller in no event shall be obligated to indemnify, defend or hold harmless any and all Purchaser Indemnified Party for any Taxes of Newco for any Person imposed on tax period to the Companies as a transferee extent such Taxes arise solely from or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the any action taken by Newco (or by any Purchaser Indemnified Person or Affiliate with respect to Newco) post-Closing (including, without limitation, degrouping charges any elections or changes in the legal structure of Newco, (3) Tax of Newco resulting from the breach of the provision of Sections 3.8 or 5.13(a), (4) Taxes attributable to the first three-months as of and withholding after the Closing Date during which Newco Employees are employed by Newco, including any Taxes resulting from the Consulting Agreement, in each case other than as a result of, or arising out of the sale and transfer failure of the Equity Interests of Purchaser and its Affiliates to comply with the Conveyed Entities as contemplated by this Agreementrequirements set forth in Schedule 9.8, but excluding any Transfer Taxes); (v) any only to the extent such Taxes imposed exceed the funds held by Newco on any Company under Code Section 108(i) the Closing Date with respect to cancellation such matters, and (5) Losses arising out of indebtedness income realized prior or incident to the Closing; imposition, assessment or assertion of any Tax described in (vi1)-(4). (b) The Purchaser shall indemnify, defend and hold harmless (on an after tax basis and net of any directly related tax credit or deduction that the Seller Indemnified Persons actually obtain) the portion of Seller from any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii1) all Taxes arising or increased imposed on Newco solely as a result of any breach of action by the Purchaser or inaccuracy in any Surviving Tax Representation; its Affiliates (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or Newco after the Closing DateClosing), arising including but not limited to Taxes resulting from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to such action (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing occurring on the Closing Date and after the Closing that is not in the ordinary course of business as carried business, (ii) occurring after the Closing Date or (iii) occurring during a Pre-Closing Tax Period, (2) resulting from the breach of Section 5.13(d), or (3) imposed on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code Newco with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax taxable period or portion thereof that begins after the Closing Date; except to the extent that such Taxes above are subject to indemnification by the Seller pursuant to Section 9.8(a)(1)-(5) above. (a “Post-Closing Tax Period”c) The Purchaser shall indemnify, defend and hold harmless (on an after tax basis and net of any directly related tax credit or deduction that the Seller actually obtains) the Seller from any Taxes not subject to indemnification pursuant to paragraph (a), including but not limited to Taxes (1) resulting from any net operating losstransaction (i) occurring on the Closing Date after the Closing that is not in the ordinary course of business, capital loss, Tax credit carryover (ii) occurring after the Closing Date or other Tax asset or Relief generated or arising in or in respect of (iii) occurring during a Pre-Closing Tax Period as a result of any action by the Purchaser or by the Seller at the direction of the Purchaser (including, without limitation, any Taxes resulting from, arising out of or due to any action or election taken by the Seller at the request or direction of the Purchaser) or (2) imposed on Newco with respect to any taxable period or portion thereof that begins after the Closing Date. (d) For purposes of this Section, in the case of Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of a Straddle Period beginning on or before and such Tax related to the portion of such Tax period ending on and including the Closing Date shall (1) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (2) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date; (F) . All determinations necessary to give effect to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties allocation set forth in Section 3.15 the foregoing clause (other than the Surviving Tax Representations2) shall not survive the Closing for any purpose; and (y) the indemnification obligations be made in a manner consistent with prior practice of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Newco.

Tax Indemnification. Sellers shall jointly and severally Without duplication of any indemnities granted by the Vendor under Section 8.1, otherwise granted under this Section 8.2 or granted by Celestica International Inc. under the Canadian Purchase Agreement, by Celestica Electronics (Shanghai) Co. Ltd. under the Shanghai Purchase Agreement, by Celestica Suzhou Technology Ltd. under the Suzhou Purchase Agreement or by the Vendor, Celestica International Inc. or Celestica (Thailand) Limited under the Asian Purchase Agreement, the Vendor agrees to indemnify and hold save harmless the Acquiror Indemnified Parties harmless Purchaser from and against (i) all Taxes (Losses suffered or incurred by the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on Purchaser or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing its Affiliates (including, without limitation, degrouping charges and withholding Taxes arising out the Company (as long as it remains an Affiliate of the sale Purchaser) from and transfer of after the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); Closing) that are attributable to: (va) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the CompaniesCompany (including, whether incurred before or after the Closing Datefor greater certainty, arising from an obligation of the Companies for employment, social any withholding or similar Taxes which the Company is required to pay or remit on behalf of another Person) arising or accruing in the United Kingdom to operate PAYE respect of any period (or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (Xpartial period) the issue or transfer ending on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation Time of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any other than Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business the conduct of the Business from the time at which the US Drop Down occurs to the Time of Closing; (b) any withholding or similar Taxes imposed on the Purchaser, the Company or any of their respective Affiliates, that are attributable to the Purchaser's acquisition of the Purchased Interests and the execution of the non-competition agreement referred to in Section 6.1(h)(i); (c) any Tax liability other than an Assumed Liability of any member of the Celestica Group which may be imposed on the Purchaser or the Company or any of their respective Affiliates, as carried on immediately before a transferee or successor, by contract, or otherwise (including any Tax liability in respect of which any member of the Closing; Celestica Group became liable at any time up to and including the Time of Closing as transferee or successor, by contract or otherwise); (Cd) any Taxes arising solely out attributable to any non-compliance by the Vendor or Purchaser contemplated by Section 5.7(d) or the failure to obtain any certificates or other documents referred to in Section 5.7(k); and (e) any breach of any election representation set out in Section 3.1(ll) or deemed election under Section 338 any covenant of the Code Vendor or the Company with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this 5.7 or Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))9.6.

Tax Indemnification. Sellers (i) The Seller shall jointly and severally indemnify the Buyer Parties and hold the Acquiror Indemnified Parties them harmless from and against against, without duplication, (i) all Taxes (or the non-payment thereof) of the Companies Company Group for all Pre-Closing Tax Periods and for all Straddle Periods, the portion through the end of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement determined pursuant to repay any portion of any Tax Incentive provided to the Companies prior to the ClosingSection 10.1(d), which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of imposed on the Companies (Company or any predecessor Subsidiary as a result of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, Affiliated Group of which the Company (or unitary group at any time predecessor thereof) is or was a member on or before prior to the Closing Date; , and (iii) any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Companies Company Group as a transferee or successor successor, by contract or pursuant to Law any law, rule or by Contract regulation, which Taxes relate to an event or transaction occurring on or before the Closing; , and (iv) the employer portion of any and all employment and payroll Taxes imposed on any the Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) Group with respect to cancellation of indebtedness income realized prior compensatory payments required to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company be made in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companiestransactions contemplated hereby, whether incurred before or after the Closing Dateexcluding, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after such item, the Closing; amount (Dif any) the portion of any Transfer Taxes for which Acquiror is responsible such item that was taken into account in Indebtedness or Transaction Expense as finally determined pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.72.3. Notwithstanding any other provision of this Agreement to the contrary, (w) Sellers’ indemnification the Seller’s obligations pursuant to under this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations10.1(c) shall survive until the Closing and continue in full force and effect until sixty earlier of thirty (6030) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior applicable to such expiration, a notice alleging Tax matter under applicable Tax law and the facts giving rise seventh (7th) anniversary of the Closing Date. (ii) Notwithstanding anything to the indemnification obligation of Sellers under this Section 7.2(a), in which casecontrary herein, the indemnification obligations Seller shall have no obligation to indemnify any Buyer Party pursuant to Section 10.1(c)(i) for any Loss resulting from or arising from (i) any Tax included in the Final Indebtedness, Final Transaction Expenses, or Final Working Capital, including as any Tax liabilities, as finally determined pursuant to Section 2.3(c) of Sellers this Agreement; (ii) Taxes resulting from an actual or deemed election under Section 338 or Section 336 of the Code (or any corresponding or similar election under state, local or foreign Tax law) with respect to the transactions pursuant to this Section 7.2(aAgreement; (iii) shall survive until, and only for purposes of, the resolution Taxes attributable to an action taken by Buyer or any of its Affiliates (including any member of the matter covered Company Group) outside the Ordinary Course of Business and not contemplated by such noticethis Agreement on the Closing Date following the Closing; (xiv) Taxes with respect to any Tax Period beginning on the day after the Closing Date or with respect to the portion of any Straddle Period beginning on the day after the Closing Date (determined under the principles of Section 10.1(c)(ii)) attributable to a breach of a Tax Representation other than a breach of any of the Tax representations and warranties Representations set forth in Section 3.15 clauses (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(bix), (c) (as applicablexii), (dxv), (e) and (j))xvii) (solely as such clause (xvii) relates to “listed transactions” within the meaning of Section 6707A(c)(2) of the Code) of Section 4.10; or (v) Taxes attributable to a breach by Buyer of any of its obligations under Section 10.1(g) of this Agreement.

Tax Indemnification. Sellers shall jointly and severally (i) Subject to Sections 7.1(a)(ii) through (a)(iv), the Company Stockholder agrees to indemnify and hold the Acquiror Parent Indemnified Parties harmless from and against against, and pay to the Parent Indemnified Parties, the amount of any and all Losses (iwithout duplication) in respect of (A) all Taxes of the Company and the Subsidiaries (or the non-payment any predecessor thereof) of for (1) any taxable period ending on or before the Companies for all Pre-Closing Tax Periods Date and (2) the portion of all any Straddle Periods beginning on or before and Period ending on the Closing Date (including determined as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax periodSection 7.1(c)); (iiB) any and all Taxes for imposed on any member of a consolidated, combined or unitary group of which the Company or any of the Companies Subsidiary (or any predecessor thereof) is or was a member on or prior to the Closing Date, by reason of the foregoing) is held liable under liability of the Company or any Subsidiary (or any predecessor thereof), pursuant to Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar provision under state, local or non-U.S. foreign Law); (C) the failure of any of the representations and warranties contained in Section 3.15, other than Section 3.15(k), to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein); (D) the failure to perform any covenant on the part of the Company Stockholder or (prior to the Closing) the Company or any of its Subsidiaries contained in this Agreement with respect to Taxes (determined without regard to any qualification related to materiality contained therein); and (E) any failure by reason the Company Stockholder to timely and fully pay all Taxes required to be borne by the Company Stockholder pursuant to Section 7.3, except to the extent any such Loss (in any of (A) through (E)) was included as a liability in the calculation of the Closing Cash Amount. (ii) In the event that the representation and warranty contained in Section 3.15(k) fails to be true and correct in all respects, then the Company Stockholder shall pay to Parent the lesser of (A) the dollar amount by which the Company’s actual net operating loss carryforward as of December 31, 2010 for United States federal income tax purposes is less than $19,400,000, divided by 2.5, and (B) $7,500,000; provided however, that indemnification shall not be provided under this Section 7.1(a)(ii) for any amount of the Company’s net operating loss carryforward (as reduced by the amount of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time carryforward that the Company utilizes with respect to the taxable year ending on or before the Closing Date; ) that is not reported by Parent as a net operating loss carryforward deduction on its United States federal income Tax Returns (other than due to the good faith resolution of a Tax contest in accordance with this Agreement). (iii) any and all Taxes Any Losses for which indemnification otherwise would be available under Section 7.1(a)(i)(C) for a breach of Section 3.15(l) or under Section 7.1(a)(ii) shall be reduced by the amount of any Person imposed on Tax benefits recognized by Parent, the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller of its Subsidiaries as a result of incurring such Losses, including, but not limited to, any refunds of Taxes previously paid and the fair market value of any present or future reductions in Tax (including, but not limited to, reductions in Tax resulting from net operating loss carryforwards that are deductible in subsequent taxable periods and/or other timing differences). The fair market value of any such Tax benefits shall be determined initially by mutual agreement between Parent and the Company Stockholder, cooperating in good faith (the “Initial Value”). On or before each December 31 following the date on which a payment (whether by wire transfer, offset or otherwise) made by the Company Stockholder pursuant to Section 7.1(a) is reduced by an Initial Value pursuant to this Section 7.1(a)(iii), Parent and the Company Stockholder shall each be permitted to deliver a notice of adjustment to the other party pursuant to which the notifying party shall request an adjustment to the Initial Value and shall certify the changes in facts and/or assumptions that support such an adjustment. Parent and the Company Stockholder shall cooperate in good faith to resolve any such notice of adjustment within twenty (20) days after the notified party’s receipt thereof. Any notice of adjustment not resolved within such twenty (20)-day period shall be resolved by the Arbitration Firm in accordance with Section 7.5. In the event that an adjustment is agreed to by Parent and the Company Stockholder (or Acquiror determined pursuant to Section 7.5), the Initial Value shall be increased or decreased as a method of collecting Taxes of applicable. Within ten (10) days following any Company or such adjustment to an Initial Value, (A) if the Seller) arising or deemed to have arisen Initial Value is increased as a result of the Closing (includingadjustment, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior then Parent shall pay to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant Company Stockholder an amount equal to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxessuch increase, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ixB) (aa) any and all Taxes of if the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person Initial Value is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced decreased as a result of the utilization of any Acquiror’s Relief (whichadjustment, notwithstanding anything in this Agreement then the Company Stockholder shall pay to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right Parent an amount equal to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7such decrease. Notwithstanding any provision of this Agreement to the contraryforegoing, (w) Sellers’ indemnification obligations no notice of adjustment may be delivered pursuant to this Section 7.2(a7.1(a)(iii) (for the avoidance of doubtat any time after December 31, including Sellers’ indemnification obligations with respect 2017. Except as set forth above, Section 7.5 shall not apply to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers any dispute arising under this Section 7.2(a7.1(a)(iii), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a. (iv) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties Except as set forth in Section 3.15 (other than 7.3, the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) Parent Indemnified Parties shall not be subject entitled to any indemnification pursuant to Section 7.1(a) for any income Taxes that are triggered by the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Integrated Merger.

Tax Indemnification. Sellers shall The Company Stockholders shall, jointly and severally indemnify (provided that no Company Stockholder would have an indemnification obligation under this Section 10.1 in excess of 120% of such Company Stockholder’s Pro Rata Share of such Losses and provided further that in no event shall the liability of any Company Stockholder under this Agreement exceed such Company Stockholder’s respective Pro Rata Share of the Merger Consideration actually received by such Company Stockholder), indemnify, defend and hold harmless Parent Indemnified Parties, including the Acquiror Indemnified Parties Company and the Subsidiaries after the Closing, and hold them harmless from and against (i) any and all Losses to the extent arising out of or resulting from, without duplication, any and all Taxes (or the non-payment nonpayment thereof) of the Companies Company Stockholders and their Affiliates for all any taxable period, the Company and the Subsidiaries for a Pre-Closing Tax Periods and the portion of Period, all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion Taxes of any Tax Incentive provided to member of an affiliated, consolidated, combined or unitary group of which the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for Company or any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies Subsidiary (or any predecessor of any of the foregoing) is held liable under or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any analogous or similar state, local local, or non-U.S. Lawlaw or regulation, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) and any and all Taxes of any Person imposed on the Companies Company or any Subsidiary as a transferee or successor successor, by contract (other than any Commercial Tax Agreement) or pursuant to Law or by Contract any Law, which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, however, that no indemnity the Company Stockholders shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) liable only to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for such Taxes exceed the use of amount, if any, taken specifically into account in calculating the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the TaxClosing Working Capital; and (Gprovided, further, that the indemnification provided for in Section 10.1(a)(ii), Section 10.1(a)(iii) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this and Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations10.1(a)(iv) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to a maximum indemnification amount equal to the limitations set forth Indemnification Escrow Amount then remaining in Section 10.4 (other than escrow, provided that after the limitations set forth in Section 10.4(a)(v) exhaustion of the Indemnification Escrow Amount, nothing shall prevent Parent from making a claim under, or being indemnified pursuant to, the Representations and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Warranties Insurance Policy.

Tax Indemnification. Sellers (a) From and after the Closing Date, Sylvan shall jointly be liable for and severally shall indemnify and hold the Acquiror Purchaser Indemnified Parties Persons harmless from and against all losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a third party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights of Purchaser arising under Article VIII) imposed on, sustained, incurred or suffered by the Purchaser Indemnified Persons (including, upon the Closing, the Target Subsidiaries), directly or indirectly, by reason of or resulting from any and all Taxes imposed upon the Target Subsidiaries or in respect of the Targeted Businesses with respect or pursuant to (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning any taxable period ending on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closinga "Pre-Closing Period"), which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any taxable period beginning before the Closing Date and all Taxes for which any ending after the Closing Date (a "Straddle Period"), but only with respect to the portion of such Straddle Period ending on and including the Companies Closing Date and in the manner provided in Section 8.1(c) hereof (or any predecessor of the foregoingsuch portion, a "Pre-Closing Straddle Period"), (iii) is held liable under Treasury Regulation Section 1.1502-6 (or any analogous or similar comparable provision under state, local or nonforeign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group) for any Pre-U.S. LawClosing Period, (iv) a breach or inaccuracy in any representation contained in Section 3.22 of this Agreement; provided, that indemnification pursuant to this clause (iv) shall be subject to the limits contained in Section 9.1(d)(ii), Section 9.1(d)(iii), Section 9.2 and Section 9.5, (v) breaches of any covenant of the Sellers set forth in this Article VIII, Section 1.5 or Section 5.10(c) or (vi) Taxes other than Transfer Taxes attributable to the Sellers and arising from the Transactions. (b) From and after the Closing Date, the Purchaser shall be liable for and shall indemnify and hold the Sellers and their Affiliates harmless from and against all losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a third party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights of the Sellers arising under Article VIII) imposed on, sustained, incurred or suffered by the Sellers or their Affiliates, directly or indirectly, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) resulting from any and all Taxes imposed on any Company upon the Target Subsidiaries or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result in respect of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) Targeted Businesses with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible or pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise taxable period beginning after the Closing Date (a "Post-Closing Period"), (ii) any Straddle Period, but only with respect to the portion of any option granted by such Straddle Period beginning the Sellers or their Affiliates before day after the Closing Date to and in the manner provided in Section 8.1(c) hereof (such persons or trustsportion, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any a "Post-Closing Tax Period is actually reduced Straddle Period") and (iii) Taxes imposed as a result of the utilization a breach of any Acquiror’s Relief (which, notwithstanding anything covenant of Purchaser set forth in this Agreement Article VIII or Section 1.5. (c) For purposes of calculating the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the portion of such Taxes related to the contrary, for this purpose, portion of such Straddle Period ending on the Closing Date shall include any relief, allowance, credit, deduction, exemption or set off (i) in respect the case of any U.S. Taxes other than Taxes based upon or related to income, sales, gross receipts, premiums, wages, capital expenditures or expenses, be deemed to be the amount of such Tax and any right to repayment or recovery for the entire Straddle Period multiplied by a fraction the numerator of or saving which is the number of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset days in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing Straddle Period ending on the Closing Date and the denominator of which is not the number of days in the ordinary course entire Straddle Period, and (ii) in the case of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election based upon or deemed election under Section 338 of the Code with respect related to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction inincome, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”)sales, any net operating lossgross receipts, premiums, wages, capital lossexpenditures or expenses, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or be deemed to be equal to the portion of a amount which would be payable if the Straddle Period beginning ended on or before and ending on included the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j)).

Tax Indemnification. Sellers (a) After the Closing, the Seller Indemnitors shall be jointly and severally liable for and pay, and the Seller Indemnitors shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless each Purchaser Group Member from and against against, any and all Indemnifiable Losses due to: (i) all Taxes (or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning imposed on or before and ending on the Closing Date (including as with respect to a Seller, or for which a Seller may result from revocation or requirement otherwise be liable, attributable to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies taxable years or periods (or any predecessor of the foregoingother than (A) is held liable under Treasury Regulation Section 1.1502Non-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Income Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) Business, the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising Purchased Assets or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) Purchased Subsidiary and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Income Taxes arising out attributable to transactions or other activities of Purchaser or in connection with any transaction of any Company that occurs its Affiliates entered into or occurring after the Closing on the Closing Date and is that are not expressly contemplated by this Agreement, to the extent such transactions or activities are not entered into or do not occur in the ordinary course of business as carried on immediately before the Closingbusiness); (Cii) any Income Taxes arising solely out of any election imposed on or deemed election under Section 338 of the Code with respect to the Business, the Purchased Assets or any Company made after the Closing; (D) the portion of Purchased Subsidiary attributable to any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period (other than any Income Taxes attributable to transactions or other activities of Purchaser or its Affiliates entered into or occurring after the portion of a Straddle Period beginning on or before and ending Closing on the Closing Date; (F) Date that are not expressly contemplated by this Agreement, to the extent that a Relief such transactions or activities are not entered into or do not occur in the ordinary course of business); and (other than Acquiror’s Reliefiii) is available Taxes imposed on or with respect to a Company (Seller or would have a Purchased Subsidiary, or for which a Seller or a Purchased Subsidiary may otherwise be liable, as a result of having been available but for the use of the Relief to set against or mitigate a liability member of any Company Group (including Taxes for which Sellers are not a Seller or a Purchased Subsidiary is or may be liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding 1.1502-6 of the Treasury regulations or similar provisions of state or local Law as a result of having been a member of any provision Company Group, and any Taxes resulting from a Seller or a Purchased Subsidiary ceasing to be a member of this Agreement to any Company Group, as the contrarycase may be), (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (it being understood and agreed, for the avoidance of doubt, that the Seller Indemnitors shall be jointly and severally liable for and pay, and shall jointly and severally indemnify and hold harmless each Purchaser Group Member from and against, any and all Indemnifiable Losses due to, any Income Taxes incurred by a Seller or Purchased Subsidiary attributable to the Pre-Closing Tax Period as a result of or relating to the transactions contemplated by this Agreement (including Sellers’ indemnification obligations the sale of the Purchased Assets pursuant to this Agreement). (b) After the Closing, Purchaser and EED shall be jointly and severally liable for and pay, and Purchaser and EED shall jointly and severally indemnify and hold harmless each Seller Group Member from and against any and all Indemnifiable Losses due to: (i) all Taxes imposed on or with respect to the Surviving RepresentationsBusiness, any Purchased Asset or any Purchased Subsidiary attributable to any Post-Closing Tax Period; (ii) shall survive any Non-Income Taxes imposed on or with respect to the Business, any Purchased Asset or any Purchased Subsidiary attributable to all taxable years and periods; and (iii) any Income Taxes attributable to transactions or other activities of Purchaser or its Affiliates entered into or occurring after the Closing on the Closing Date that are not expressly contemplated by this Agreement, to the extent such transactions or activities are not entered into or do not occur in the ordinary course of business; provided, however, that Purchaser and continue in full force EED shall not be liable for or pay, and effect until sixty shall not indemnify or hold harmless any Seller Group Member from and against any and all Indemnifiable Losses due to, Taxes for which Sellers are liable under this Agreement (60including under Article IX by reason of Section 3.8 or Section 7.7(a)). (c) days after the expiration Purchaser (on behalf of itself and EED) or Dynegy (on behalf of the applicable statute of limitations (including extensionsSeller Group Members), unless as the Acquiror case may be, as the Indemnified Parties deliver to SellersParty, prior to such expirationshall promptly notify Dynegy (on behalf of the Seller Group Members) or Purchaser (on behalf of itself and EED) as the Indemnifying Party, a in writing upon receipt by the Indemnified Party or any of its Affiliates, of notice alleging the facts giving of any pending or threatened federal, state, local or foreign Tax Audits that may give rise to the an indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers claim pursuant to this Section 7.2(a7.7 (a "Tax Controversy") and thereafter shall survive untilpromptly forward to the Indemnifying Party copies of notices and communications with the relevant Governmental Authority relating to such Tax Controversy, provided, however, that a failure to comply with this provision shall not affect the Indemnified Party's right to indemnification hereunder except to the extent such failure materially impairs the Indemnifying Party's ability to contest any such Tax liabilities. Except as provided in this Section 7.7(c), the Indemnifying Party may elect to control, and only 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 purposes ofwhich it would be required to indemnify the other party, provided the Indemnifying Party first acknowledges in writing that it has liability for Taxes that might arise in such proceeding. Notwithstanding the foregoing, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) Indemnifying Party shall not survive settle any Tax proceeding with respect to a Tax Controversy on a basis that would materially adversely affect the Closing for any purpose; and (y) Indemnified Party or its Affiliates without obtaining the indemnification obligations of Sellers Indemnified Party's written consent, which consent shall not be unreasonably withheld or delayed. 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 7.2(a7.7(c) shall not be subject borne by the Indemnified Party, to the limitations set forth extent incurred during any period the Indemnifying Party is, in Section 10.4 (fact, actively contesting such Tax Controversy. Dynegy, on the one hand, and Purchaser, on the other than hand, shall jointly control, and shall each have the limitations set forth right to participate at its own expense in Section 10.4(a)(vall 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. Either Sellers or Dynegy, or both, may assume sole control of any such Tax proceeding for any Straddle Period if it or they acknowledge(s) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))in writing that it or they has or have sole liability for any Taxes that might arise in such proceeding.

Tax Indemnification. Sellers (a) From and after the Closing, Seller shall jointly and severally indemnify indemnify, save and hold harmless the Acquiror Buyer Indemnified Parties harmless from and against against, without duplication: (i) any and all Taxes (Damages arising out of or resulting from the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion breach of any Tax Incentive provided representation or warranty made by Seller pursuant to Section 3.15; provided, that, Seller shall not have any obligation hereunder with respect to any such breach unless the Companies Buyer Indemnified Parties have made a claim for indemnification pursuant to this Section 10.3 with respect to such breach prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that expiration of such items are no longer currently representation or warranty as set forth in effect for any of the Companies at Closing but were in effect in some previous Tax period)Section 10.1; and (ii) any and all Taxes for which Damages arising out of or resulting from any breach by Seller of any covenant contained in Section 5.8. (b) From and after the Companies Closing, Buyer, jointly and severally, shall indemnify, save and hold harmless the Seller Indemnified Parties from and against, without duplication any and all Damages arising out of or resulting from the breach by Buyer of any covenant contained in Section 5.8. STRICTLY CONFIDENTIAL (or c) If a claim shall be made by any predecessor of Tax Authority with respect to Taxes, which, if successful, might result in an indemnity payment to a party pursuant to this Section 10.3 (a “Tax Claim”), the foregoingnotice provisions set forth in Section 10.2(c) is held liable under Treasury Regulation Section 1.1502-6 or shall apply. (d) With respect to any analogous or similar state, local or non-U.S. Law, by reason of such entity being Tax Claim relating to a member of an affiliated, consolidated, combined, or unitary group at any time Tax Period ending on or before prior to the Closing Date; , Seller shall, upon written notification to Buyer, control all Proceedings and may make all decisions relating to such Tax Claim (iiiincluding selection of counsel) at its own expense. Buyer and Seller shall jointly control all Proceedings relating to any and all Taxes of any Person imposed on the Companies as Tax Claim for a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with Straddle Period. With respect to cancellation of indebtedness income realized prior any Tax Claim relating to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or Period beginning after the Closing Date, arising from an obligation Buyer shall control all Proceedings and may make all decisions relating to such Tax Claim (including selection of counsel) at its own expense. A party shall promptly notify the Companies for employment, social other party if it decides not to control the defense or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director settlement of any Company 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. (iie) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date Any payment for indemnification obligations made to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided Buyer arising under this Section 7.2(a) for (A) any Taxes 10.3 shall be deemed to be an adjustment to the extent of any reserve Purchase Price. (f) Payment for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes indemnification obligations arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) 10.3 shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))10.4.

Tax Indemnification. Sellers Seller shall jointly and severally indemnify indemnify, defend, and hold the Acquiror Indemnified Parties harmless Purchaser from and against any and all Damages for: (i) all Transfer Taxes required to be paid by Seller pursuant to this Agreement; (ii) Taxes of or imposed upon the non-payment thereof) of the Companies for all Acquired Entities with respect to any Pre-Closing Tax Periods, and for any Straddle Periods and but only with respect to the portion of all such Straddle Periods beginning on or before and Period ending on the Closing Date (including and as may result from revocation or requirement to repay any portion determined in the manner provided in Section 6.7 of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period)Agreement; (iiiii) Taxes imposed on any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, combined or unitary group at of which any time of the Acquired Entities (or any predecessor of any Acquired Entity) is or was a member on or before prior to the Closing Date; , including under Treasury Regulations Section 1.1502-6 (iii) and corresponding provisions of state, local, or foreign Law), for any and all Taxes of any Person imposed taxable period ending on or before, or that includes, the Companies Closing Date, or as a transferee or successor successor, pursuant to Law any Tax Indemnification Agreement, or by Contract which Taxes relate to an event similar contract or transaction occurring on arrangement, or before the Closingotherwise; (iv) any and all Taxes imposed on any Company or any Seller related or attributable to (A) the Excluded Assets, (B) the Excluded Subsidiaries, (C) the Spin-Off Transaction or Acquiror as a method of collecting Taxes of any Company or (D) the Seller) arising or deemed to have arisen as a result deduction of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out Tender Offer Expenses to the extent that the disallowance of such deduction of the sale and transfer Tender Offer Expenses results in a Tax with respect to which Purchaser is entitled to indemnification pursuant to clause (ii) of the Equity Interests this Section 6.8 (it being understood that this part (D) is intentionally duplicative of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxessuch clause (ii)); (v) any Taxes imposed on breach by Seller of any Company under Code of the covenants and obligations contained in Section 108(i) with respect to cancellation 6.7 of indebtedness income realized prior to the Closingthis Agreement; and (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations 3.14 of Sellers this Agreement. All amounts payable or to be paid under this Section 7.2(a6.8 shall be paid by Seller in immediately available funds within five (5) Business Days after the receipt of a written request from Purchaser. The parties hereto agree to treat any payment made pursuant to this Section 6.8 and Article IX as an adjustment to the Purchase Price for all Tax purposes, except as required under applicable Law. In no event shall not the indemnities provided for in this Section 6.8 be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))provisions of Article IX of this Agreement.

Tax Indemnification. Sellers Subject to any of the limitations in this Section 7.10, from and after the Closing, the Company Stockholders and Participating Optionholders shall jointly indemnify Parent and severally indemnify its Affiliates and hold the Acquiror Indemnified Parties them harmless from and against (i) all Taxes (or the non-payment thereof) of the Acquired Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning taxable periods or portions thereof ending on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which of any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at of which any time of the Acquired Companies (or any predecessor of any of the foregoing) is or was a member on or before prior to the Closing Date; Closing, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law, (iii) any and all Taxes of any Person (other than the Acquired Companies) imposed on the Acquired Companies as a transferee or successor pursuant to Law successor, by contract or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; otherwise, and (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers the Company Stockholders and Participating Optionholders are responsible pursuant liable under Section 7.11; provided that, Parent and its Affiliates shall only be entitled to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment indemnification with respect to Xxxxxxxx Brazil (referenced in the item disclosed on Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F4.12(b) to the extent that a Relief (other than Acquiror’s Reliefthe Damages arising from such item exceed the amount reserved for such item in the current liabilities shown on the face of the Most Recent Balance Sheet. No indemnification pursuant to this Section 7.10(a) is available shall be made with respect to a Company (Tax directly attributable to any action taken by, or would have been available but for at the use of request of, the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror Parent or any of its Affiliates (including on the Companies) to comply with its obligations under this Section 7.2 or for Closing Date outside of the failure to timely remit to ordinary course of business. Any liability of the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations Company Stockholders and Participating Optionholders pursuant to this Section 7.2(a7.10(a) (for shall be determined and paid in accordance with the procedures and limitations set forth in Article X, except as otherwise provided in this Section 7.10. For the avoidance of doubt, including Sellers’ indemnification obligations with respect to recovery against the Surviving Representations) shall survive Escrow Account constitutes the Closing first and continue in full force primary remedy for any and effect until sixty (60) days after all Tax Claims for so long as the expiration of Escrow Account is outstanding; provided that the applicable statute of limitations (including extensions), unless the Acquiror Parent Indemnified Parties deliver shall have the right to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; either (x) recover against the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing Escrow Account for any purpose; and all Tax Claims or (y) recover directly from the indemnification obligations of Sellers under this Section 7.2(a) shall not be Company Stockholders and Participating Optionholders on a pro rata basis (based upon their respective Pre-Closing Percentages as set forth on the Final Allocation Schedule and subject to the limitations set forth in Section 10.4 10.04) for any and all Tax Claims and not utilize the Escrow Amount for such purpose, if and only to the extent that (other than 1) an individual Tax Claim includes Damages in excess of $100,000 or (2) all Tax Claims in the limitations set forth aggregate as of any given time include Damages in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))excess of $500,000.

Tax Indemnification. Sellers shall jointly and severally indemnify and hold the Acquiror Indemnified Parties harmless from and against (i) all Taxes (or Except to the non-payment thereof) extent taken into account in the calculation of the Companies for final Closing Purchase Price Adjustment Schedule pursuant to Section 2.7, Sellers hereby, jointly and severally, indemnify the Buyer Indemnified Parties against, and agree to hold each of them harmless from, in each case without duplication, any and all Losses arising out of or relating to (i) Taxes of any Seller, (ii) Taxes of the Blocker, Chengdu and its Subsidiaries, OldCo, Meritas and the Included Subsidiaries with respect to any Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing DatePeriod; (iii) any and all Taxes to the extent based up, arising out of any Person imposed on or resulting from the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the ClosingReorganization; (iv) Taxes to the extent based upon, arising out of, or resulting from any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes breach by Sellers of any Company covenant contained in this Section 12.1; (v) Taxes to the extent based upon, relating to or the Sellerarising from any breach of any representation or warranty contained in Sections 3.8, 4.8 and 5.6; and (vi) arising or deemed to have arisen as a result of the Closing any Losses and Taxes (including, without limitation, degrouping charges any penalties and withholding Taxes arising out interest thereon) which may be charged or imposed by any Governmental Authority on the Buyer in connection with the sale of the Chengdu Shares (including in connection with any failure by Buyer to withhold and settle any Taxes related to any gains realized by the Sellers on the sale and transfer of the Equity Interests Chengdu Shares hereunder and failure to perform reporting by the Buyer as may be required by Bulletin No. 7 and/or any failure by Sellers to pay any Taxes related to any gains realized on the sale of the Conveyed Entities as contemplated Chengdu Shares hereunder). In the event that Sellers are required to pay any amounts to any Buyer Indemnified Party pursuant to this Section 12.1(m)(i), Buyer may elect, at its option and in lieu of receiving direct payment from Sellers, to have such amount satisfied from the Escrow Account and/or paid by this off-set or set-off against the purchase price payable by Buyer (if ever) for the outstanding equity interests in LMPS pursuant to the put and call provisions of the LMPS LLC Agreement. Notwithstanding the foregoing, but excluding any Transfer Taxes); (v) Sellers shall have no liability for any Taxes to the extent such Taxes are imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) Blocker, Chengdu and its Subsidiaries, OldCo, Meritas or the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased Included Subsidiaries as a result of any breach a Buyer Tax Action. (ii) Buyer hereby indemnifies the Seller Indemnified Parties against, and agrees to hold each of or inaccuracy them harmless from, in any Surviving Tax Representation; (viii) all Taxeseach case without duplication, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all (i) Taxes of the CompaniesBlocker, whether incurred before or after Chengdu and its Subsidiaries, and Meritas and the Closing Date, arising from an obligation of the Companies Included Subsidiaries for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief Period; and (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Taxii) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes based upon, arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction inof, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), resulting from any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror breach by Buyer or any of its Affiliates covenants contained in this Section 12.1. (iii) The representations and warranties of Sellers in Section 3.8, 4.8 and 5.6 and the covenants of the Parties in this Section 12.1 (including the Companiesobligations to indemnify under Sections 12.1(m)(i) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, and (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representationsii)) shall survive the Closing and continue in full force and effect until sixty (60) days the Survival Date. No claim may be made or brought by a Party after the expiration of the applicable statute survival period unless such claim has been asserted by written notice specifying the details supporting the claim on or prior to the expiration of limitations the applicable survival period. (including extensionsiv) Notwithstanding anything to the contrary in this Agreement and except for Sections 14.3(b), unless the Acquiror Indemnified Parties deliver to Sellers14.7 and 14.8, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under Article XIV shall not apply and this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a12.1(m) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject control with respect to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Taxes.

Tax Indemnification. Sellers Each Buyer Indemnified Party shall jointly be indemnified and severally indemnify held harmless by, and hold shall be entitled to payment and reimbursement from, the Acquiror Indemnified Parties harmless Shareholders on a Pro Rata Basis and, except with respect to Principal Shareholders, solely and exclusively from the Indemnity Escrow from and against any Loss attributable to (ia) all any Taxes (or the non-payment thereof) of the Companies Company for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and taxable periods ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; Date and the portion through the end of the Closing Date for any taxable period that includes (iiibut does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) any and all Taxes of any Person (other than the Company) imposed on the Companies Company as a transferee or successor successor, by contract or pursuant to Law any law, rule or by Contract regulations, which Taxes relate to an event or transaction occurring on or before the Closing; , (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aac) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Companies, whether incurred before Company or after a Company Subsidiary is or was a member on or prior to the Closing Date, arising from an obligation including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, provincial or foreign law or regulation, and (d) the failure of any of the Companies for employment, social representations and warranties contained in Section 3.12 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein) or similar Taxes or in the United Kingdom failure to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) perform any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything covenant contained in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after Taxes, provided, however, that in the Closing; case of clauses (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”a), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(bb), (c) (as applicable), and (d)) above, Shareholders shall be liable only to the extent that such Taxes exceed the amount, if any, that has been accrued for such Taxes (eexcluding any accrual for deferred Taxes) on the face of the Closing Balance Sheet (rather than in any notes thereto) and (j))taken into account in determining the Working Capital Adjustment provided in Section 2.6, and provided, further, that the maximum aggregate Liability of the Shareholders under Sections 6.3, 6.7 and 6.17 shall not exceed $7,500,000.

Tax Indemnification. Sellers shall jointly (a) From and severally indemnify after the Closing Date, Seller will indemnify, defend and hold harmless Purchaser, the Acquiror Company and each of their respective directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Purchaser Indemnified Parties harmless Parties”) from and against any and all claims, actions, causes of action, liabilities, losses, damages, and reasonable out-of-pocket expenses and costs resulting from, arising out of or relating to (i) all any Taxes, but only to the extent that such Taxes exceed the accruals for any such Taxes taken into account in calculating the Net Worth Adjustment, of or payable by the Company relating to (x) being included (or the non-payment thereofrequired to be included) of the Companies for all on any Pre-Closing Tax Periods Return, (y) any Pre-Closing Taxes and the (z) that portion of all any Straddle Periods beginning on or before and ending Period that ends on the Closing Date (including calculated as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closingset forth in Section 8.01(d) above), which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which the Seller is liable under Section 8.07, and (iii) without duplication of amounts included in clauses (i) and (ii) any Taxes resulting from a breach of the Companies (or representations in Section 2.12. The indemnity provided in the foregoing sentence shall include, without limitation, any predecessor Tax liability arising by reason of the foregoing) is held Company being severally liable under for any Taxes of another person pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Lawforeign Tax provision, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies contract as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before otherwise, any Tax liability incurred in connection with the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as transactions contemplated by this Agreement, but excluding including Taxes resulting from the making of any Transfer Taxes); (v) any Taxes imposed on any Company under elections pursuant to Code Section 108(i338(h)(10) with respect to cancellation as provided in Section 8.06 hereof (other than Purchaser’s share of indebtedness income realized prior to the Closing; (vi) the portion of Taxes described in Section 8.07), and any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes Tax liability arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect payments to Xxxxxxxx Brazil (referenced be made to Company employees pursuant to Section 4.08, including, those payments funded by Purchaser as set forth in Schedule 3.10) and (ix) (aa) any and all Taxes Section 4.08 of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, for the Seller shall have no liability under this purpose, shall include any relief, allowance, credit, deduction, exemption or set off Agreement in respect of Taxes of the Company relating to any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs taxable year beginning after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) which are attributable to any Taxes arising solely out of any election or deemed election under Section 338 action of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror Buyer or any of its Affiliates (including, without limitation, the Company after the Closing Date) that occurs after the Closing. (b) From and after the Closing Date, Purchaser will indemnify, defend and hold harmless the Seller, and each of its respective directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all claims, actions, causes of action, liabilities, losses, damages, and reasonable out-of-pocket expenses and costs resulting from, arising out of or relating to (i) any Taxes of the Company relating to (x) any tax period beginning after the Closing Date (“Post-Closing Tax Periods”) and (y) that portion of any Straddle Period that begins after the Closing Date (calculated as set forth in Section 8.01(d) above), and (ii) any Taxes for which Purchaser is liable for under Section 8.07. The indemnity provided in the foregoing sentence shall include, without limitation, any Tax liability arising by reason of the Company being severally liable for any Taxes of another person pursuant to Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign Tax provision, by contract as a transferee or otherwise. (c) Notwithstanding anything to the contrary herein, all claims for indemnification pursuant to this Agreement by the Purchaser Indemnified Parties, including the Companies) to comply with its obligations those under this Section 7.2 or for 8.04, shall be limited solely to those amounts held by the failure to timely remit to Escrow Agent in accordance with the applicable Governmental Authority any Taxes deducted or withheld from terms of the payments made under this Agreement pursuant to Section 2.7. Escrow Agreement. (d) Notwithstanding any provision of anything in this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant the Seller shall have no liability under this Agreement in respect of Taxes of the Company relating to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive any taxable year beginning after the Closing and continue in full force and effect until sixty Date which are attributable to any action of the Buyer or any of its Affiliates (60) days including, without limitation, the Company after the expiration of Closing Date) that occurs after the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Closing.

Tax Indemnification. Sellers Each Seller shall jointly and severally indemnify and hold harmless, (provided, however, CHG shall indemnify and hold harmless solely to the Acquiror extent applicable to CHG) all Purchaser Indemnified Parties harmless from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to: (A) any and all sales, use or other similar Taxes required to be collected in respect of any Purchased Financing Contract during the 12 months following the Closing Date if (i) all Taxes (such Tax is not being collected by Purchaser or the non-payment thereof) applicable Purchaser Affiliate in respect of the Companies Purchased Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) any Seller's reliance on such exemption for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning periods on or before prior to the Closing Date, and ending (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall any Seller be required to indemnify Purchaser under this Section 5.4(e)(A) to the extent such Damage arises out of a change in law after the Closing Date affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect of any Purchased Financing Contract after the Closing where such Taxes were erroneously paid at the inception of such Purchased Financing Contract; (C) any claim by any Person in respect of sales, use or other similar Tax paid on or prior to the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any date of the Companies Second Closing with respect to Purchased Financing Contracts transferred at Closing but were in effect in some previous Tax periodthe Second Closing); ; (iiD) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) Seller is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g)2.5 or Section 5.3(c) hereof; (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); and (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set Taxes asserted against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror Purchaser or any of its Affiliates (including the Companies) to comply with by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on Purchaser as a result of its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration purchase of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers Purchased Assets pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))hereto.

Tax Indemnification. Sellers (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall jointly be made in accordance with Section 2.8 free and severally indemnify clear of, and hold the Acquiror Indemnified Parties harmless from without deduction for, any and against all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) all Taxes net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on gross receipts or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason income of such entity being a member of an affiliatedIndemnified Party, consolidated, combined, or unitary group at any time on or before the Closing Date; in each case (iiix) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (includingrecipient being organized under the laws of, without limitationor having its principal office or, degrouping charges and withholding Taxes arising out of in the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion case of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (viior any political subdivision thereof) all Taxes arising or increased (y) imposed as a result of any breach of a present or inaccuracy former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any Surviving Tax Representation; (viii) all Taxesother transaction pursuant to or enforced this Agreement, feesany Conduit Support Document or any Related Document, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before sold or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or assigned an interest in securities to (i) any employee or director of any Company Transferred Assets), (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen been imposed but for the failure of Acquiror such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its Affiliates lending office (including other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the Companies) case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to comply with its obligations under this Section 7.2 or for the failure account of such Owner with respect to timely remit an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement extent that, pursuant to Section 2.7. Notwithstanding any provision of this Agreement 8.2(a), amounts with respect to the contrarysuch Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Surviving RepresentationsTransferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the sum payable shall survive the Closing and continue in full force and effect until sixty be increased as may be necessary so that after making all required deductions of Taxes (60) days after the expiration of the applicable statute of limitations (including extensionsother than Excluded Taxes), unless the Acquiror Indemnified Parties deliver including deductions of Taxes applicable to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers additional sums payable under this Section 7.2(a)8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in which caseaccordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent, as applicable, the indemnification obligations required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of Sellers itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 7.2(a8.2(a) shall survive untilin respect of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after the Transferor or the Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any such Owner or Funding Agent or the Administrative Agent. (a) An Owner claiming increased amounts under this Section 8.2 for Taxes paid or payable by such Owner will furnish to the applicable Funding Agent a certificate prepared in good faith setting forth the basis and amount of each request by such Owner for such Taxes, and only for purposes ofsuch Funding Agent shall deliver a copy thereof to the Transferor, the resolution Administrative Agent and the Servicer. A Funding Agent or the Administrative Agent claiming increased amounts under this Section 8.2 for its own account for Taxes paid or payable by such Funding Agent or the Administrative Agent, as applicable, will furnish to the Transferor and the Servicer a certificate prepared in good faith setting forth the basis and amount of each request by the Funding Agent or the Administrative Agent for such Taxes. Any such certificate of an Owner or Funding Agent or the Administrative Agent shall be conclusive absent manifest error. Failure on the part of any Owner or Funding Agent or the Administrative Agent to demand additional amounts pursuant to this Section 8.2 with respect to any period shall not constitute a waiver of the matter covered right of such Owner or Funding Agent or the Administrative Agent, as the case may be, to demand compensation with respect to such period. Each Owner agrees that it will not demand compensation under this Section 8.2 for amounts incurred more than 180 days prior to the date of demand, provided, that if the Regulatory Change giving rise to such increased amounts is retroactive, then the 180-day period referred to above shall extend to include the period of retroactive effect. All such amounts shall be due and payable to such Funding Agent on behalf of such Owner or to such Funding Agent or the Administrative Agent for its own account, as the case may be, on the Payment Date following receipt by the Transferor of such notice; certificate, if such certificate is received by the Transferor at least five (5) Business Days prior to the Determination Date related to such Payment Date and otherwise shall be due and payable on the following Payment Date. (b) Each Owner and each Participant agrees that prior to the date on which the first interest or fee payment hereunder is due thereto, it will deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent (i) (x) if such Owner is not a “United States person” as defined in Section 7701(a)(30) of the Tax representations Internal Revenue Code, two duly completed (in a manner reasonably satisfactory to the Transferor) copies of the U.S. Internal Revenue Service Form W‑8ECI, Form W‑8BEN, Form W-8BEN-E, Form W‑8IMY or Form W‑8EXP, or successor applicable forms required to evidence that the Owner is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (or in the case of an assignee or Participant at a rate no greater than that applicable to the related Owner if such Owner is entitled to receive amounts pursuant to this Section 8.2), or (y) if such Owner is a “United States person,” a duly completed (in a manner reasonably satisfactory to the Transferor) U.S. Internal Revenue Service Form W‑9 or successor applicable or required forms, and warranties (ii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding and backup withholding taxes. Each Owner also agrees to deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent two further duly completed (in a manner reasonably satisfactory to the Transferor) copies of such U.S. Internal Revenue Service Form W‑8ECI, Form W‑8BEN, Form W-8BEN-E, Form W‑8IMY or Form W‑8EXP or Form W‑9, as applicable, or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by the Servicer, the Transferor, a Funding Agent or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, the Owner is no longer eligible as a result of such change to deliver the then‑applicable form set forth above and so advises the Servicer, the Transferor, the applicable Funding Agent and the Administrative Agent. (c) Each Owner agrees that it shall use commercially reasonable efforts to reduce or eliminate any amount due under this Section 8.2, including but not limited to designating a different lending office if such designation will eliminate or reduce any amount due under this Section 8.2 and will not, in the reasonable opinion of such Owner, be unlawful or otherwise disadvantageous to such Owner or inconsistent with its policies or result in any unreimbursed cost or expense to such Owner or in an increase in the aggregate amount payable under Section 8.3 hereof. (d) If any Owner requests compensation under this Section 8.2, the Transferor may, at its sole expense and effort, upon notice to such Owner, the related Funding Agent and the Administrative Agent, request that such Owner assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 3.15 9.2 of this Agreement), all its interests, rights (other than its existing rights to payments pursuant to this Section 8.2) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Owner, if an Owner accepts such assignment), or if such Owner and its related Funding Agent do not consent to such assignment, the Surviving Tax RepresentationsTransferor may terminate such Owner’s or the related Ownership Group’s interests, rights and obligations under this Agreement; provided that (i) with respect to any such assignment described above, the Transferor shall have received the prior written consent of the Funding Agent for the related Owner and the Administrative Agent, such consent not survive to be unreasonably withheld, conditioned or delayed, (ii) such assigning or terminated Owner shall have received payment of an amount equal to the Closing for any purpose; Net Investment, accrued yield thereon, accrued fees and all other amounts payable to it hereunder or relating to this Agreement, and (yiii) in the indemnification obligations case of Sellers any such assignment resulting from a claim for compensation under this Section 7.2(a) 8.2, such assignment will result in a reduction in such compensation or payments. The Transferor shall not request that any Owner make any such assignment and delegation if, prior thereto, as a result of a waiver by such Owner or otherwise, the circumstances entitling the Transferor to request such assignment and delegation cease to apply. (e) If a payment made hereunder to any Indemnified Party would be subject to withholding tax imposed by FATCA if such Indemnified Party were to fail to comply with the limitations set forth applicable reporting requirements of FATCA (including those contained in Section 10.4 (other than 1471(b) or 1472(b) of the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b)Code, (c) (as applicable), such Indemnified Party (dor the Funding Agent acting on its behalf) shall deliver to the Transferor, the Servicer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such persons such documentation prescribed by applicable law and such additional documentation reasonably requested by the Transferor or the Administrative Agent as may be necessary for such persons to comply with their obligations under FATCA and to determine that such Indemnified Party has complied with such Indemnified Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. (f) If any Conduit Purchaser is an Indemnified Party and such Indemnified Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such Indemnified Party shall allocate ratably among the Transferor and such Other Transferors any amounts owing under this Section 8.2 which are attributable to the Transferor and to the Other Transferors, which amounts shall be paid by the Transferor (“Section 8.2 Costs”), (e) provided further, that if such Section 8.2 Costs are attributable to the Transferor and (j)).not attributable to any Other Transferor, the Transferor shall be solely liable for such Section 8.2 Costs or if such Section 8.2 Costs are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for such Section 8.2

Tax Indemnification. Sellers (a) Seller shall jointly indemnify Buyer and severally indemnify its Affiliates (including the Transferred Subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and representatives (collectively, the "BUYER INDEMNITEES") and hold the Acquiror Indemnified Parties them harmless from and against (i) all liability for Taxes (or the non-payment thereof) of the Companies Transferred Subsidiaries for all the Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the ClosingPeriod, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any arising out of a breach of the Companies representations and warranties set forth in Sections 3.08(c), (or any predecessor f), (h) and (i) of this Agreement, PROVIDED, HOWEVER, that there shall be no indemnity with respect to breaches of the foregoingrepresentations and warranties set forth in Sections 3.08 (f) is held liable under Treasury Regulation Section 1.1502-6 and (h) of this Agreement to the extent liabilities resulting therefrom relate solely to United States Federal income Taxes or any analogous income Taxes of states, local jurisdictions or similar foreign jurisdictions that, for state, local or non-U.S. Lawforeign law purposes, by reason have adopted rules analogous to those set forth in Section 338(h)(10) of such entity being a member of an affiliatedthe Code and the Treasury Regulations promulgated thereunder, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; liability (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (including, without limitation, degrouping charges and withholding Treasury Regulation ss. 1.1502-6(a) or otherwise) for Taxes arising out of the sale and transfer Selling Companies or any other person or entity (other than the Transferred Subsidiaries) which is or has been affiliated with any of the Equity Interests of Transferred Subsidiaries prior to Closing, (iv) all liability for Taxes resulting from the Conveyed Entities as Section 338(h)(10) Elections contemplated by Section 10.09 of this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect payment required to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director of any Company (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise be made after the Closing Date of under any option granted by the Sellers Tax sharing, Tax indemnity, Tax allocation or their Affiliates before the Closing Date similar contract (whether or not written) to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as Transferred Subsidiary was obligated, or was a result of the utilization of any Acquiror’s Relief (whichparty, notwithstanding anything in this Agreement on or prior to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (Cvi) all liability for reasonable legal fees and expenses for any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect item attributable to any Company made after item in clause (i), (ii), (iii), (iv) or (v) above. Notwithstanding the Closing; (D) foregoing, Seller shall not indemnify and hold harmless the portion of Buyer Indemnitees from any Transfer liability for Taxes for which Acquiror is responsible pursuant attributable to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins action taken after the Closing (a “Post-Closing Tax Period”)by Buyer, any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the CompaniesTransferred Subsidiaries), or any transferee of Buyer or any of its Affiliates, including the making of any election under Section 338(g) of the Code (or any comparable provision of state, local or foreign tax law) with respect to comply with the Puerto Rico Company (other than (i) any action carried out or effected under any binding commitment that any of the Selling Companies or the Transferred Subsidiaries enters or has entered into prior to Closing, (ii) any action carried out or effected in the ordinary course of business of the Transferred Subsidiaries or (iii) any action expressly required by applicable law or regulations of any Tax or governmental authority or by this Agreement) (a "BUYER TAX ACT") or attributable to a breach by Buyer of its obligations under this Section 7.2 or Agreement. (b) Buyer shall, and shall cause the Transferred Subsidiaries to, indemnify Seller and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from (i) all liability for Taxes of the Transferred 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 Buyer's indemnity will cover only that portion of any such Taxes that are not for the failure Pre-Closing Tax Period), (ii) all liability for Taxes attributable to timely remit a Buyer Tax Act or to the applicable Governmental Authority any Taxes deducted or withheld from the payments made a breach by Buyer of its obligations under this Agreement pursuant and (iii) all liability for reasonable legal fees and expenses attributable to Section 2.7. Notwithstanding any provision item in clause (i) or (ii) above. (c) In the case of this Agreement 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") for the Pre-Closing Tax Period shall equal to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (amount of such property Taxes for the avoidance entire Straddle Period multiplied by a fraction, the numerator of doubtwhich 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) all other Taxes for the Pre-Closing Tax Period shall be computed by using an "interim closing of the books" method. Seller's indemnity obligation in respect of Taxes for a Straddle Period shall initially be effected by its payment to Buyer of the excess of (A) such Taxes for the Pre-Closing Tax Period over (B) the amount of such Taxes paid by the Selling Companies or any of their Affiliates (other than the Transferred Subsidiaries) at any time plus the amount of such Taxes paid by the Transferred Subsidiaries on or prior to the Closing Date. Seller shall initially pay such excess to Buyer within 30 days after the return, including Sellers’ indemnification obligations report or form with respect to the Surviving Representations) shall survive liability for such Taxes is required to be filed (or, if later, is actually filed). If the Closing and continue in full force and effect until sixty (60) days after amount of such Taxes paid by the expiration Selling Companies or any of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 their Affiliates (other than the Surviving Tax RepresentationsTransferred Subsidiaries) shall not survive at any time plus the amount of such Taxes paid by the Transferred Subsidiaries on or prior to the Closing for any purpose; and (y) Date exceeds the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject amount payable by Seller pursuant to the limitations set forth in Section 10.4 preceding sentence, Buyer shall pay to Seller the amount of such excess within 30 days after the return, report or form with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this paragraph by Seller or Buyer with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (other than which shall include the limitations set forth in Section 10.4(a)(vexecution of Form 870-AD or successor form) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))with respect to Straddle Period Taxes.

Tax Indemnification. Sellers (a) Seller shall jointly reimburse and severally indemnify the Company, Buyer and Buyer’s Affiliates for, and hold the Acquiror Indemnified Parties them harmless from and against against, any Loss, Claim, liability, expense or other damage, including reasonable attorneys’ fees and expenses and reasonable accountants’ fees and expenses (collectively a “Tax Loss”) resulting from or attributable to: (i) all Taxes (or the non-payment thereof) of the Companies Company for or allocable to all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closingother than Taxes already paid, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for of any Affiliated Groups of which any of the Companies Company (or any predecessor of any of the foregoing) is held liable under or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Lawforeign law or regulation, by reason of such entity being a member of an affiliated, consolidated, combined, or unitary group at any time on or before the Closing Date; (iii) any and all Taxes of any Person (other than the Company) imposed on the Companies Company as a transferee or successor pursuant to Law successor, by contract or under any law by Contract which Taxes relate to reason of an event or transaction occurring on or before the Closing; that are allocable and relate to Pre-Closing Tax Periods, and (iv) any and all Taxes imposed on any Company or any Seller breach of Seller’s covenants under this Article 8. (or Acquiror as a method of collecting Taxes of any Company or the Sellerb) arising or deemed to have arisen as a result The determination of the Closing (including, without limitation, degrouping charges and withholding Taxes arising out of the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect amount payable to cancellation of indebtedness income realized prior to the Closing; (vi) the portion of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); (vii) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before party under Section 8.02 or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or this Section 8.04 shall be made in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) first instance by the issue or transfer on or before the Closing Date of securities or an interest in securities to party seeking payment who (i) any employee or director of any Company shall furnish the other party with a notice setting forth in reasonable detail the computations and methods used in computing such amount and (ii) a member of their household, or (iii) any trust of which any shall provide such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date information with respect thereto as may reasonably be requested. Any such notice pursuant to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a8.04(b) for shall (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; be signed by an officer, (B) any Taxes arising out of state in reasonable detail the basis upon which such amount or in connection with any transaction of any Company that occurs after the Closing on the Closing Date adjustment has been determined and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes certify that such amount or adjustment has been determined pursuant to and in compliance with this Agreement. Disputes arising solely out of any election or deemed election under Section 338 8.02 or Section 8.04 and not resolved by mutual agreement within thirty (30) days shall be resolved by the Independent Firm. The Independent Firm shall resolve any disputed items as soon as reasonably practicable (and the parties shall use their best commercial efforts to cause such resolution to occur within thirty (30) days) after having the item referred to it, pursuant to such procedures as it may require. The costs, fees and expenses of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction inIndependent Firm shall be borne equally by Buyer, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to one hand, and Seller, on the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use hand. The determination of the Relief to set against Independent Firm shall be conclusive and binding on the parties. (c) If Buyer or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the CompaniesCompany after Closing) receive written notice from any Taxing Authority of a Tax Audit regarding potential liability for or with respect to comply with its obligations Taxes for which Seller may be required to provide indemnity under Section 8.04, or receive any other written Claim or demand for such Taxes from a Taxing Authority for which Seller may be required to provide indemnity under Section 8.04, Buyer shall promptly notify Seller in writing of such Tax Audit, notice, demand or Claim. Seller may discharge, at any time, their indemnification obligation under this Section 7.2 8.04 with respect to such Tax Audit, demand or for Claim by paying to Buyer the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement amount payable pursuant to Section 2.78.04, calculated on the date of such payment. Notwithstanding Alternatively, other than with respect to Buyer Combined Tax Returns, Seller may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any provision of this Agreement such Claim or Proceeding (including any Tax Audit). If Seller assumes such defense, Seller shall have the sole discretion as to the contraryconduct of such defense but, other than in the case of any matter involving a Seller Combined Tax Return, shall consult with Buyer and keep Buyer reasonably informed as to the status of the Tax contest. Whether or not Seller chooses to defend or prosecute any Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Seller shall not settle any Tax Claim, other than in the case of any matter involving a Seller Combined Tax Return, that they are defending hereunder without obtaining the approval of Buyer, not to be unreasonably withheld. (wd) Sellers’ indemnification obligations Any Tax indemnity payment made pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) 8.04 shall survive the Closing and continue in full force and effect until sixty (60) be made within 30 days after the expiration final determination of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver Tax Loss to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))reimbursed or indemnified.

Tax Indemnification. Sellers (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall jointly be made in accordance with Section 2.8 free and severally indemnify clear of, and hold the Acquiror Indemnified Parties harmless from without deduction for, any and against all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) all Taxes net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Indemnified Party or the non-payment thereof) of the Companies for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on gross receipts or before and ending on the Closing Date (including as may result from revocation or requirement to repay any portion of any Tax Incentive provided to the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies (or any predecessor of the foregoing) is held liable under Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason income of such entity being a member of an affiliatedIndemnified Party, consolidated, combined, or unitary group at any time on or before the Closing Date; in each case (iiix) any and all Taxes of any Person imposed on the Companies as a transferee or successor pursuant to Law or by Contract which Taxes relate to an event or transaction occurring on or before the Closing; (iv) any and all Taxes imposed on any Company or any Seller (or Acquiror as a method of collecting Taxes of any Company or the Seller) arising or deemed to have arisen as a result of the Closing (includingrecipient being organized under the laws of, without limitationor having its principal office or, degrouping charges and withholding Taxes arising out of in the sale and transfer of the Equity Interests of the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); (v) any Taxes imposed on any Company under Code Section 108(i) with respect to cancellation of indebtedness income realized prior to the Closing; (vi) the portion case of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (viior any political subdivision thereof) all Taxes arising or increased (y) imposed as a result of any breach of a present or inaccuracy former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any Surviving Tax Representation; (viii) all Taxesother transaction pursuant to or enforced this Agreement, feesany Conduit Support Document or any Related Document, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before sold or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or assigned an interest in securities to (i) any employee or director of any Company Transferred Assets), (ii) a member of their household, or (iii) any trust of which any such person is an actual or potential beneficiary; or (Y) the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any Post-Closing Tax Period is actually reduced as a result of the utilization of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing on the Closing Date and is not in the ordinary course of business as carried on immediately before the Closing; (C) any Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or the portion of a Straddle Period beginning on or before and ending on the Closing Date; (F) to the extent that a Relief (other than Acquiror’s Relief) is available to a Company (or would have been available but for the use of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen been imposed but for the failure of Acquiror such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its Affiliates lending office (including other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the Companiescase of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the -141- 00000000 T-Mobile (EIP) to comply with its obligations Third A&R RPAA NJ 231109207v1 736153181 00000000 (b) An Owner claiming increased amounts under this Section 7.2 8.2 for Taxes paid or for the failure to timely remit payable by such Owner will furnish to the applicable Governmental Authority any Funding Agent a certificate prepared in good faith setting forth the basis and amount of each request by such Owner for such Taxes, and such Funding Agent shall deliver a copy thereof to the Transferor, the Administrative Agent and the Servicer. A Funding Agent or the Administrative Agent claiming increased amounts under this Section 8.2 for its own account for Taxes deducted paid or withheld from payable by such Funding Agent or the -142- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398 (c) Each Owner and each Participant agrees that prior to the date on which the first interest or fee payment hereunder is due thereto, it will deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent (i) (x) if such Owner is not a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, two duly completed (in a manner reasonably satisfactory to the Transferor) copies of the U.S. Internal Revenue Service Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8EXP, or successor applicable forms required to evidence that the Owner is entitled to receive payments made under this Agreement pursuant to Section 2.7. Notwithstanding without deduction or withholding of any provision United States federal income taxes (or in the case of this Agreement an assignee or Participant at a rate no greater than that applicable to the contrary, (w) Sellers’ indemnification obligations related Owner if such Owner is entitled to receive amounts pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions8.2), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and or (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject if such Owner is a “United States person,” a duly completed (in a manner reasonably satisfactory to the limitations set forth Transferor) U.S. Internal Revenue Service Form W-9 or successor applicable or required forms, and (ii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding and backup withholding taxes. Each Owner also agrees to deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent two further duly completed (in Section 10.4 (other than a manner reasonably satisfactory to the limitations set forth in Section 10.4(a)(vTransferor) and Sections 10.4(b)copies of such U.S. Internal Revenue Service Form W-8ECI, (c) (Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8EXP or Form W-9, as applicable), or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by the Servicer, the Transferor, a Funding Agent or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any -143- 00000000 T-Mobile (d), (eEIP) and (j)).Third A&R RPAA NJ 231109207v1 736153181 19632398

Tax Indemnification. Sellers Seller shall jointly and severally indemnify Buyer and hold the Acquiror Indemnified Parties Buyer harmless from and against any liability attributable to (ia) all any Taxes (or the non-payment thereof) of the Companies Company for all Pre-Closing Tax Periods and the portion of all Straddle Periods beginning on or before and ending on the Closing Date Periods, (including as may result from revocation or requirement to repay b) any portion Taxes of any Tax Incentive provided to member of an affiliated, consolidated, combined or unitary group of which the Companies prior to the Closing, which, for this purpose, shall include items that would be Tax Incentives but for the fact that such items are no longer currently in effect for any of the Companies at Closing but were in effect in some previous Tax period); (ii) any and all Taxes for which any of the Companies Company (or any predecessor of any of the foregoing) is held liable under or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section §1.1502-6 or any analogous or similar state, local or non-U.S. Law, by reason of such entity being a member of an affiliated, consolidated, combinedlocal, or unitary group at any time on foreign law or before the Closing Date; regulation, and (iiic) any and all Taxes of any Person (other than the Company) imposed on the Companies Company as a transferee or successor successor, by contract or pursuant to Law or by Contract any Law, which Taxes relate to an event or transaction occurring on or before the Closing; provided, however, that in the case of clauses (iva), (b), and (c) above, Seller shall be liable only to the extent that any and all such Taxes imposed exceed the aggregate amount, if any, reserved or otherwise recorded for any and all such Taxes in determining the Closing Net Asset Balance. Notwithstanding the foregoing, Seller shall not have any liability under this Section 9.6 (1) unless the aggregate amount of all such liabilities and expenses for which Seller would, but for this proviso, be liable exceeds on any a cumulative basis an aggregate amount equal to $1,000,000; (2) to the extent the Company fails or any Seller has failed (or Acquiror as a method of collecting Buyer fails) to consult with Visteon regarding such Taxes of any Company or prior to the Seller) arising or deemed to have arisen as a result initial filing of the Closing relevant Tax Returns; (including, without limitation, degrouping charges and withholding 3) to the extent the Company fails or has failed (or Buyer fails) to disclose to Visteon relevant information in respect of such Taxes arising out prior to the initial filing of the sale relevant Tax Returns; and transfer of (4) to the Equity Interests of extent the Conveyed Entities as contemplated by this Agreement, but excluding any Transfer Taxes); Company misrepresents or has misrepresented (vor Buyer misrepresents) any Taxes imposed on any Company under Code Section 108(i) information to Visteon with respect to cancellation of indebtedness income realized prior to such Taxes. In the Closing; (vi) the portion case of any Transfer Taxes for which Sellers are responsible pursuant to Section 7.2(g); taxable period that includes (viibut does not end on) all Taxes arising or increased as a result of any breach of or inaccuracy in any Surviving Tax Representation; (viii) all Taxes, fees, costs, fines or other Losses incurred by any Company in connection with the March 2006 notice of tax assessment with respect to Xxxxxxxx Brazil (referenced in Schedule 3.10) and (ix) (aa) any and all Taxes of the Companies, whether incurred before or after the Closing Date, arising from an obligation of the Companies for employment, social or similar Taxes or in the United Kingdom to operate PAYE or to deduct or pay primary or secondary national insurance contributions, in each case, as a result of or in connection with (X) the issue or transfer on or before the Closing Date of securities or an interest in securities to (i) any employee or director a "Straddle Period"), the amount of any Company (ii) a member of their household, Taxes based on or (iii) any trust of which any such person is an actual measured by income or potential beneficiary; or (Y) receipts for the exercise after the Closing Date of any option granted by the Sellers or their Affiliates before the Closing Date to such persons or trusts, in each case, reduced, but not below zero, by (bb) the amount by which any Tax Liability which would otherwise be payable by the Companies in any PostPre-Closing Tax Period is actually reduced as a result shall be determined based on an interim closing of the utilization books as of any Acquiror’s Relief (which, notwithstanding anything in this Agreement to the contrary, for this purpose, shall include any relief, allowance, credit, deduction, exemption or set off in respect close of any U.S. Tax and any right to repayment or recovery of or saving of U.S. Tax) which arises as a result of or in connection with the issue, transfer or exercise described in (aa) above; provided, that no indemnity shall be provided under this Section 7.2(a) for (A) any Taxes to the extent of any reserve for Taxes included as a current liability or contra-asset in the calculation of Closing Date Working Capital as finally determined in accordance with Section 2.6; (B) any Taxes arising out of or in connection with any transaction of any Company that occurs after the Closing business on the Closing Date and is not in the ordinary course amount of business as carried on immediately before the Closing; (C) any other Taxes arising solely out of any election or deemed election under Section 338 of the Code with respect Company for a Straddle Period which relates to any Company made after the Closing; (D) the portion of any Transfer Taxes for which Acquiror is responsible pursuant to Section 7.2(g); (E) any reduction in, or the availability of or failure to obtain in a Tax period or portion thereof that begins after the Closing (a “Post-Closing Tax Period”), any net operating loss, capital loss, Tax credit carryover or other Tax asset or Relief generated or arising in or in respect of a Pre-Closing Tax Period or shall be deemed to be the portion amount of such Tax for the entire taxable period multiplied by a Straddle Period beginning on or before and fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date; (F) to Date and the extent that a Relief (other than Acquiror’s Relief) denominator of which is available to a Company (or would have been available but for the use number of the Relief to set against or mitigate a liability of any Company for which Sellers are not liable under Section 7.2(a)) to set against or otherwise mitigate the Tax; and (G) any Taxes that would not have arisen but for the failure of Acquiror or any of its Affiliates (including the Companies) to comply with its obligations under this Section 7.2 or for the failure to timely remit to the applicable Governmental Authority any Taxes deducted or withheld from the payments made under this Agreement pursuant to Section 2.7. Notwithstanding any provision of this Agreement to the contrary, (w) Sellers’ indemnification obligations pursuant to this Section 7.2(a) (for the avoidance of doubt, including Sellers’ indemnification obligations with respect to the Surviving Representations) shall survive the Closing and continue days in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including extensions), unless the Acquiror Indemnified Parties deliver to Sellers, prior to such expiration, a notice alleging the facts giving rise to the indemnification obligation of Sellers under this Section 7.2(a), in which case, the indemnification obligations of Sellers pursuant to this Section 7.2(a) shall survive until, and only for purposes of, the resolution of the matter covered by such notice; (x) the Tax representations and warranties set forth in Section 3.15 (other than the Surviving Tax Representations) shall not survive the Closing for any purpose; and (y) the indemnification obligations of Sellers under this Section 7.2(a) shall not be subject to the limitations set forth in Section 10.4 (other than the limitations set forth in Section 10.4(a)(v) and Sections 10.4(b), (c) (as applicable), (d), (e) and (j))Straddle Period.