Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. (1) Subject to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1) Subject Except for Taxes included as a Liability in the determination of Net Working Capital under Section 2.3, and not paid over to the provisions of Seller in accordance with Section 8.310.4, Sellers the Seller shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless indemnify the Buyers from and against and in respect of any and all losses incurred by the Buyers, which may be imposed on, sustained, incurred, or suffered by or assessed against the Buyers, directly or indirectly, to the extent relating to or arising out of (Ai) all any liability for Taxes of the Company but only or with respect to the extent such Taxes exceed assets or activities of the amount accrued for such Taxes in the Closing Balance Sheet, Company for any taxable year or period that ends on or before the Closing Date and and, with respect to any Straddle Period, the portion of any such Straddle Period ending deemed to end on and include the Closing Date or as a result of the transactions contemplated herebyDate, (Bii) all liability for any breach of Sellers’ or inaccuracy in the representations and warranties contained set forth in Section 3.3(m4.7, or (iii) and any liability for Taxes of any Person (Cother than the Company) all imposed on the Company as transferee, successor or otherwise (including any liability (as a result of arising under Treasury Regulation Section 1.1502-6 or otherwiseany comparable provisions of foreign, state or local law), which Taxes relate to an event or transaction occurring before the Closing, except that this Section 10.3 shall not apply to Taxes to the extent such Taxes would not have been incurred but for the Buyer or its Affiliates (including the Company) making Tax elections, Tax accounting, or Tax reporting determinations for Income Taxes the Company (or with respect to the assets or activities of the Company or any other person (other than on the CompanyClosing Date) which is or has ever been affiliated for a Tax period ending after the Closing Date that are inconsistent with the CompanyTax elections, Tax accounting, or with whom Tax reporting of the Company joins for Tax periods ending on or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins unless such elections or determinations for Tax periods ending after the Closing Date, resulting from the Purchaser’s direct Date are required by applicable Tax law or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability such elections or determinations for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days periods ending on or prior to the date Closing Date violate applicable Tax law. Except as set forth in this Section 10.3, the procedures governing indemnification claims under this section 10.3 shall be the same as set forth in Section 9.4 and 9.8 (except that clauses (iii) and (iv) of Section 9.4(b) shall not apply). With respect to any audit or other proceeding for Taxes for Straddle Period under Section 10.2, Buyer shall not consent to any entry of judgment or enter into any settlement of such claim that would increase the Tax liability for the portion of the Straddle Period ending on and including the Closing Date without the prior written consent of Seller (which the relevant Taxes are required to consent may not be paid to the relevant taxing authority (including estimated Tax paymentswithheld, conditioned or delayed unreasonably).

Tax Indemnification. (1i) Subject to the provisions of Section 8.3, Sellers Each Seller shall (jointly and severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify Buyer Indemnitees and hold each Purchaser Indemnitee them harmless from and against all Adverse Consequences incurred by such Buyer Indemnitees in connection with or arising from: (Ai) all liability Taxes (or the non-payment thereof) imposed on the Targets, or for Taxes of which the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance SheetTargets may otherwise be liable, for any all taxable period that ends periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), other than Taxes imposed as a result of any Straddle Period ending transaction that occurs on the Closing Date or as a result after the effective time of the transactions contemplated herebyClosing, (Bii) any and all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company any member of an affiliated, consolidated, combined, or unitary group of which any Target (or any other person (other than predecessor of any of the Companyforegoing) which is or has ever been affiliated with the Company, was a member on or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any portion analogous or similar Law, (iii) any and all Taxes of any Person (other than the Targets) imposed on the Targets as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring 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 Straddle Period Tax covenant under this Agreement; provided, however, that begins after in the Closing Datecase of clauses (i), resulting from (ii), (iii) and (iv) above, Sellers shall be liable only to the Purchaser’s direct or indirect ownership extent that such Taxes are not taken into account in computing Capital and Surplus as of the CompanyClosing. (2ii) Purchaser shall, Buyer shall indemnify Seller Indemnities and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee them harmless from and against Adverse Consequences incurred by such Seller Indemnitees in connection with or arising from all liability Taxes (or the non-payment thereof) imposed on the Targets, or for which Targets may otherwise be liable, excluding Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to for which Sellers are responsible under this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments9(a).

Tax Indemnification. (1) Subject to the provisions of Section 8.3, Sellers Seller shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend defend, and hold each harmless Purchaser Indemnitee harmless from and against any and all Damages for: (Ai) all liability for 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 Company Acquired Entities with respect to any Pre-Closing Periods, and for any Straddle Periods but only with respect to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any such Straddle Period ending on the Closing Date and as determined in the manner provided in Section 6.7 of this Agreement; (iv) Taxes imposed on the Acquired Entities under Treasury Regulations Section 1.1502-6 (and corresponding provisions of state, local, or foreign Law) as a result of the transactions contemplated herebyhaving been a member of any federal, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 state, local or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Companyforeign consolidated, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidatedunitary, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed similar group for any taxable period ending on or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Actbefore, or any increase in Taxes or loss of Tax benefits in any tax period that begins after includes, the Closing Date, including or as a transferee or successor, pursuant to any portion Tax Indemnification Agreement, or similar contract or arrangement, or otherwise; (v) any breach by Seller of any of the covenants and obligations contained in Section 6.7 of this Agreement; (vi) the breach or inaccuracy of the representations and warranties set forth in Section 3.14 of this Agreement and (vii) Taxes imposed on or related or attributable to the Excluded Assets or the transfer of the Excluded Assets as contemplated by Section 2.1. All amounts payable or to be paid under this Section 6.8 shall be paid in immediately available funds within five (5) Business Days after the receipt of a Straddle Period that begins after the Closing Date, resulting written request from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable indemnified party entitled to a Purchaser Tax Act. (3) Any indemnity such payment. The parties hereto agree to treat any payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior 6.8 and Article IX as an adjustment to the date on which Purchase Price for all Tax purposes, except as required under applicable Law. In no event shall the relevant Taxes are required to indemnities provided for in this Section 6.8 be paid subject to the relevant taxing authority (including estimated Tax payments)provisions of Article IX of this Agreement.

Tax Indemnification. The Parent Indemnified Persons, from and after the Closing, shall be entitled to indemnification from the Company Stockholders (1on a joint and several basis) Subject against, and the Parent Indemnified Persons shall be entitled to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee 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 (A) all liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable Tax year or Tax period that ends ending on or before the Closing Date Date, and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach in the case of Sellers’ representations and warranties contained in a Straddle Period, to the extent apportioned to the Pre-Closing Period under Section 3.3(m5.3(a) and (Cii) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income any Taxes of the Company or any other person Person (other than the Company) which is or has ever been affiliated with the Company, or with whom imposed on the Company joins as a transferee or has ever joined successor, by contract or pursuant to 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 (or is or has ever been required to joinx) in filing any consolidated, combined or unitary Return, prior only be applicable to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes 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 the Closing Date, but after the Closing, outside the Ordinary Course of Business (unless explicitly contemplated by this Agreement) or (B) Losses arising from a Purchaser Tax Act, or any increase in Taxes or loss breach by Parent of Tax benefits in any tax period that begins Section 5.3(i). From and after the Closing Date, including Parent shall be responsible for, and shall hold the Stockholder Indemnified Persons harmless from and against, any portion Taxes imposed on the Company (i) for any Tax year or Tax period beginning after the Closing Date (other than a Straddle Period) and (ii) in the case of a Straddle Period, to the extent apportioned to the Post-Closing Period pursuant to Section 5.3(a); provided, however, that begins after Parent shall not be responsible for, or required to hold the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee Stockholder Indemnified Persons harmless from and against all liability against, any Taxes for Taxes attributable to a Purchaser Tax Act. which any Company Stockholder is responsible under this Agreement (3) Any indemnity payment required to be made including pursuant to the other parts of this Section 7.7 5.3(b). The indemnification obligations contained in this Section 5.3(b) shall be paid within 30 survive the Closing and shall continue in full force and effect until thirty (30) days after the indemnified party makes written demand upon the indemnifying partyapplicable statute of limitations, but in no case earlier than five business days prior giving effect to the date on which the relevant Taxes are required any extensions thereof, has expired with respect to be paid to the relevant taxing authority (including estimated Tax payments)each such Tax.

Tax Indemnification. (1a) Subject From and after the Closing, Seller agrees to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each Purchaser Indemnitee harmless the Buyer Indemnified Parties from and against against, without duplication, (Ai) all liability for Taxes of the Company but only with respect to any Pre-Closing Tax Period, to the extent the amount of any Taxes payable exceeds the amount reserved therefor on Net Working Capital, and (ii) any Taxes resulting from any breach of any representations or warranties set forth in Section 3.11, except, in either case, as to any Tax credits or incentives that are disallowed by, or required to be repaid to, a Governmental Authority solely as a result of Buyer’s operation or cessation of the Rolling Mill Business after the Closing Date. (b) The indemnification rights provided to the Buyer Indemnified Parties pursuant to Section 8.1(a) shall survive until thirty (30) days following the expiration of the applicable statute of limitations with respect to the Taxes subject to such claim for indemnification. Any claim for indemnity under Section 8.1(a) shall be deemed time-barred, and no such claim shall be made after the period specified in the immediately preceding sentence; provided, however, that if written notice of a claim for indemnification under Section 8.1(a) is provided to Seller in good faith within the applicable survival period describing such claim in reasonable detail (including the facts underlying each particular claim) and including copies of all material written evidence upon which such claim is based, then the indemnification rights pursuant to Section 8.1(a) that would otherwise terminate as set forth above shall survive as to such claim, and that claim only, until such time as such claim is fully and finally resolved. (c) In the case of Taxes that are payable with respect to a Straddle Period, the amount of any such Taxes exceed that shall be apportioned to a Pre-Closing Tax Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount accrued for that would be payable if the taxable year ended on (and included) the Closing Date; and (ii) in the case of all other Taxes deemed to be the amount of such Taxes for the entire period (or, in the Closing Balance Sheetcase of such Taxes determined on an arrears basis, the amount of such Taxes for any taxable the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period that ends ending on or before the Closing Date and the portion denominator of which is the number of calendar days in the entire period, and when the actual amounts become known for the current period, such apportionment shall be recalculated by Buyer and Seller, and Buyer or Seller, as the case may be, shall promptly (but not later than five business days after notice of payment due) make any Straddle Period ending additional payment or refund so that the correct prorated amount is paid by each of Buyer and Seller. (d) To the extent permitted under applicable Law, Seller and Buyer shall take all actions reasonably necessary to terminate the taxable year of the Company on the Closing Date or as a result of Date. To the transactions contemplated hereby, (B) all liability for extent any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which such taxable year is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after terminated on the Closing Date, the Parties hereto agree to cause the Company to file all Tax Returns for the period including any portion the Closing Date on the basis that the relevant taxable period ended as of a Straddle Period that begins after the close of business on the Closing Date, resulting from unless the Purchaser’s direct or indirect ownership of the Companyrelevant taxing authority will not accept a Tax Return filed on that basis. (2e) Purchaser shallNotwithstanding anything contained in this Agreement to the contrary: (i) Seller shall not be required to indemnify any Buyer Indemnified Party for any Tax (including any reduction in, and shall cause or loss of, any Tax benefits) of the Company tofor any Post-Closing Tax Periods, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes except to the extent attributable to a Purchaser Tax Act. breach of the representation contained in the last sentence of Section 3.11, and (3ii) Any indemnity payment required to be made pursuant to no provision in this Section 7.7 ARTICLE VIII shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but interpreted in no case earlier any manner that will require Seller to pay any amount more than five business days prior to the date on which the relevant Taxes are once as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to the relevant taxing authority (including estimated Tax payments)this Agreement.

Tax Indemnification. (1a) Subject to the provisions of Section 8.3, The Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold harmless the Buyer, each Purchaser Indemnitee harmless from Business Subsidiary, each Operating Subsidiary, and any successors thereto or Affiliates thereof in respect of and against (Ax) all liability for Damages resulting from, relating to, or constituting a breach of any representation contained in Section 2.9 hereof, (y) the failure to perform any covenant or agreement set forth in this Article VIII, and (z) without duplication, the following Taxes: (i) any Pre-Closing Taxes; (ii) any Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends ending on or before the Closing Date and the portion of for which any Straddle Period ending on the Closing Date Business Subsidiary or as a result of the transactions contemplated hereby, (B) all any Operating Subsidiary has any liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of under Treasury Regulation Regulations Section 1.1502-6 or otherwiseunder any comparable or similar provision of state, local or foreign laws, as a transferee or successor, or pursuant to any contractual obligation; and (iii) for Income any Taxes of the Company arising under or in connection with any Business Benefit Plan or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, rights thereunder granted prior to Closing (whether or not such rights are exercised or become vested on, at or after Closing); provided, however, that the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnifyliable for and shall not indemnify the Buyer, defend any Business Subsidiary, any Operating Subsidiary or hold harmless any Purchaser Indemnitee from successors thereto or Affiliates thereof for any liability for Taxes attributable to a Purchaser Tax Act(A) resulting from transactions or actions taken by the Buyer, any Business Subsidiary or any increase Operating Subsidiary on the Closing Date that are taken after the Closing, except for transactions or actions undertaken in Taxes the Ordinary Course of Business and (B) in respect of income or loss gain for which any Business Subsidiary or any Operating Subsidiary has “net operating losses,” as defined in Section 172(c) of the Code (or any corresponding provision of state, local or non-U.S. Tax benefits in law) from any tax taxable period that begins ending on or prior to the Closing Date, and, with respect to any taxable period beginning on or before and ending after the Closing Date, including any the portion of such taxable period ending on and including the Closing Date, available to offset such income or gain after taking into account any limitation on net operating loss carryforwards under Section 382 of the Code (or any corresponding provision of state, local or non-U.S. Tax law). Notwithstanding the foregoing clause (B), the Buyer shall have no obligation to offset any such income by any such “net operating losses” to reduce the Taxes for which the Sellers are liable under this Section 8.2(a) unless the Sellers timely provide to the Buyer upon the Buyer’s request therefor a Straddle Period that begins schedule setting forth the amount of available “net operating losses” and the year(s) such losses were incurred, and an analysis prepared by a nationally recognized law or accounting firm satisfactory to the Buyer setting forth the amount of any limitation under Section 382 of the Code (and any corresponding provision of state, local or non-U.S. Tax law). (b) The Buyer shall indemnify and hold harmless the Sellers in respect of and against (x) the failure to perform any covenant or agreement set forth in this Article VIII, and (y) without duplication, any and all Taxes due and payable by any Business Subsidiary or any Operating Subsidiary arising in the ordinary course of business for any taxable period beginning before and ending on or after the Closing Date. For the avoidance of doubt, resulting from the Purchaser’s direct or indirect ownership of the CompanyBuyer shall not be responsible for any Pre-Closing Taxes. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1) Subject to the provisions of Section 8.3, Sellers The Seller shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each the Purchaser Indemnitee harmless from and against any (Aa) all liability for Taxes imposed on any of the Company but only Companies with respect to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends (or portion thereof) ending on or before the Closing Date (each, a “Pre-Closing Tax Period”) (not including Transfer Taxes allocated as provided in Section 10.3); (b) all Taxes resulting from the Conversion; and (c) income, franchise or other similar Taxes imposed on any of the portion Companies as a member of an “affiliated group” (within the meaning of Section 1504(a) of the Code) that arise under Treasury Regulation § 1.1502-6(a) or any comparable provision of applicable state, local or non-U.S. Tax law. Notwithstanding anything to the contrary and for the avoidance of doubt, except to the extent of any Straddle Period ending breach of any representation or warranty by the Seller in Section 3.9, the Seller shall not be liable to indemnify the Purchaser with respect to claims relating to the amount, value or condition of any Tax asset or attribute of the Companies, or the ability of Purchaser to utilize such Tax assets or attributes following the Closing or for any liabilities for Taxes included in the calculation of Closing Working Capital. In the case of any taxable period that includes but does not end on the Closing Date or as (each, a result “Straddle Period”), the Taxes imposed upon the Companies allocable to the Pre-Closing Tax Period shall be computed on an interim closing of the transactions contemplated herebybooks basis as if such taxable period ended on and included the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (B) all liability for any breach of Sellers’ representations including depreciation and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (amortization deductions), other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required respect to join) property placed in filing any consolidated, combined or unitary Return, prior to service after the Closing. Notwithstanding anything expressed or implied herein to , and Taxes imposed on a periodic basis (such as property Taxes) shall be allocated between the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins ending on and including the Closing Date and the period after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but Date in no case earlier than five business days prior proportion to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)number of days in each period.

Tax Indemnification. (1a) Subject to the provisions contained in this Section 10, Seller shall pay Purchaser an amount equal to any Indemnifiable Tax of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for Taxes any of the Company but only Companies in each case related to any Pre-Effective Date Tax Period, net of any Tax Saving related to the Indemnifiable Tax (the “Tax Loss”). (b) Seller shall not be liable for any Tax Loss to the extent Purchaser has breached any Tax Covenant pursuant to Section 10.2 and such breach has increased the relevant Tax Loss (without prejudice to any other rights of Seller under this Agreement arising from the breach). (c) Seller shall only be liable for any Tax Losses to the extent that the aggregate amount of such Tax Losses exceeds the aggregate amount of any accrued liabilities and any provisions for Taxes exceed the amount accrued for such Taxes which are shown in the Closing Balance Sheet, Effective Date Financial Statements and which have reduced the Purchase Price. (d) Seller shall not be responsible for any taxable period that ends Tax liabilities attributable to periods ending on or before the Closing Effective Date if and to the portion extent (i) they are resulting from any change in the accounting and taxation principles or practices of any Straddle Period ending on Target (including methods of submitting Tax Returns) introduced after the Closing Date or as a result of the transactions contemplated hereby(ii) they are caused by any transaction, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company action, omission, declaration or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins means after the Closing Date, including in each case unless any portion of such above action was required by law, administrative guidelines, accounting rules or a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and Taxing Authority. Seller shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability also not be responsible for Taxes any Tax liabilities attributable to a Purchaser periods ending on or before the Effective Date if and to the extent such Tax Act. (3) Any indemnity payment liabilities result from an amendment of Tax Returns relating to Pre-Effective Date Tax Periods after Closing, unless such amendment was required to be by law, or was made pursuant to this an instruction by the Seller in accordance with Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)10.2(b) below.

Tax Indemnification. After the Closing Date, the Stockholders shall indemnify and hold harmless the Company and Buyer from and against: (1i) Subject any Pre-Closing Taxes, including the Stockholders’ liability for transfer Taxes under Section ‎9.5; and (ii) any increase in Tax liability resulting from the Company being liable for any Taxes of any Person as transferee or successor, by contract or otherwise for any Pre-Closing Tax Period or Interim Period; provided, however, that in the case of clauses (i) and (ii) above, the Stockholders shall be liable only to the provisions extent that such a Tax exceeds the amount, if any, reserved for such Tax on the face of Section 8.3, Sellers the Final Closing Statement and taken into account in determining the Final Adjustment Amount. The Stockholders shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability reimburse Buyer for any Taxes of the Company but only that are the responsibility of the Stockholders pursuant to this Section ‎9.2 within thirty (30) business days after payment of such Taxes by Buyer or the Company. For purposes of calculating the liability of the Company for Taxes of any Interim Period, the portion of any Tax for a Straddle Period that is allocable to the extent such Interim Period shall be deemed to equal: (i) in the case of Taxes exceed based upon or related to income, gain or receipts, the amount accrued for that would be payable if the Straddle Period had ended on the Closing Date and the books of the Company were closed as of the close of such Taxes date; provided, however, that depreciation, amortization and cost recovery deductions will be taken into account in accordance with the principles of clause (iii) below; (ii) in the Closing Balance Sheetcase of Taxes imposed on specific transactions or events, for any taxable period that ends Taxes imposed on specific transactions or events occurring on or before the Closing Date Date; and (iii) in the portion case of Taxes imposed on a periodic basis, or in the case of any other Taxes not covered by clauses (i) or (ii) above, the amount of such Taxes for the entire Straddle Period multiplied by a fraction (a) the numerator of which is the number of calendar days in the period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (Cb) all liability (as a result the denominator of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom number of calendar days in the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a entire Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the CompanyPeriod. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. Seller shall indemnify and hold harmless, and shall cause each Assigning Subsidiary to indemnify and hold harmless (1) Subject on a several basis, and solely to the provisions extent applicable to the Assigning Subsidiary) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of Section 8.3them resulting from, Sellers shall (severally and not jointlyarising out of, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against or relating to: (A) any and all liability for 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) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Company but only Financing Contract pursuant to (x) Purchaser's or the applicable Purchaser Affiliate's reliance on an applicable exemption from such Tax and (y) Seller's or the applicable Assigning Subsidiary's reliance on such exemption for periods on or prior to the Closing Date, and (ii) such exemption from Tax is dependent upon receipt of a properly executed Exemption Certificate; provided, that in no event shall Seller or any Assigning Subsidiary be required to indemnify Purchaser under this Section 5.4(e)(A) to the extent such Taxes exceed the amount accrued for such Taxes Damage arises out of a change in the Closing Balance Sheet, for any taxable period that ends on or before 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 Cut-Off Date 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 Cut-Off Date; (D) any Taxes for which Seller and the portion Assigning Subsidiaries are liable pursuant to Section 2.5 or Section 5.3(c) hereof; and (E) any Taxes asserted against Purchaser or any of any Straddle Period ending its Affiliates by operation of law, statute, common law or otherwise or under successor liability or similar theories that would impose liability on the Closing Date or Purchaser as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes its purchase of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the CompanyPurchased Assets pursuant hereto. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject The Shareholders agree, jointly and severally, to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each Purchaser Indemnitee harmless from and the Buyer Indemnified Parties against any Losses incurred or paid by a Buyer Indemnified Party, which arise as a result of (Ai) all any liability for any Taxes of imposed on the Company but only and the Subsidiaries pursuant to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheetfederal, for state, local or foreign law attributable to any taxable period that ends periods ending on or before the Closing Date and date of the Closing, (ii) with respect to any Straddle Period, the portion of any Taxes payable by or assessed against the Company which are properly allocable to the part of such Straddle Period ending on the Closing Date or as a result date of the transactions contemplated herebyClosing, pursuant to Section 7.5(b), (Biii) all liability for any breach of Sellers’ the representations or warranties made by the Company and warranties the Shareholders in Section 2.12, and (iv) any breach of, or failure to perform, any agreement or covenant contained in Sections 4.11, 4.12 or 4.13 hereof (all such Losses being "TAX LOSSES"). Any indemnity payments to or from the Shareholders or to or from the Buyer pursuant to this Agreement, whether under this Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 7.5 or otherwise, shall be treated by the Buyer and the Shareholders as purchase price adjustments for all tax purposes. All indemnification obligations set forth in this Section 7.5(a) shall be treated as "TAX CLAIMS" for Income Taxes purposes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companythis Agreement. (2b) Purchaser shallFor purposes of this Section 7.5, with respect to any taxable year or period beginning before and ending after the date of the Closing (a "STRADDLE PERIOD"), an allocation of Taxes shall be made to the part of such Straddle Period which ends on the date of the Closing based on (i) the closing of the books method, in the case of income or any similar Taxes, (ii) the number of days elapsed between the beginning of such Straddle Period to and including the date of the Closing in the case of property Taxes, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3iii) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which when the relevant Taxes are required to be paid to transaction occurs, in the relevant taxing authority (including estimated Tax payments)case of sales and gross receipts Taxes.

Tax Indemnification. (1a) Subject Except to the extent reflected in the Final Net Working Capital Statement and subject to Section 7.2(h)(vi), Parent hereby indemnifies Buyer and each of its Affiliates, Subsidiaries and Representatives, against and agrees to hold them harmless from any Damages resulting from any (i) Tax Liabilities of the Rodeo Entities for all Pre-Closing Tax Periods and (ii) Taxes of any member (other than the Rodeo Entities) of an affiliated, consolidated, combined or unitary group of which Parent, Seller, or any Rodeo Entity is or was a member on or prior to the Closing Date by reason of Liability under Treasury Regulation Section 1.1502-6, or comparable provision of foreign, state or local Law. For the avoidance of doubt, the Parties hereby acknowledge and agree that the indemnification obligations contemplated by this Section 8.10 are applicable with respect to all Tax periods (or portions thereof) ending on or before the Closing Date, including all Tax periods (or portions thereof) occurring prior to ownership of the Rodeo Entities by Parent and Seller pursuant to the ▇▇▇▇▇-▇▇▇ Purchase Agreement. (b) For purposes of Section 8.10(a), in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax related to the Pre-Closing Tax Period shall (i) in the case of any Taxes imposed on a periodic basis (e.g. ad valorem, property and license fees) other than Taxes set forth in clause (ii) below, 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 as of the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any non-periodic Taxes, including any Tax based upon or related to income, gains or receipts or based upon or related to employment or sales or use, value added, and customs duty, be deemed equal to the amount that would be payable if the relevant Tax period ended as of the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. The portion of any credits relating to a Straddle Period shall be determined as though the relevant taxable period ended on and included the Closing Date. (c) Payment by Parent of any amount due under Section 8.10(a) shall be made within ten Business Days following written notice by the indemnitee that payment of such amounts to the appropriate Tax authority is due, provided that Parent shall not be required to make any payment earlier than five Business Days before it is due to the appropriate Tax authority. In the case of a Tax that is contested in accordance with the provisions of Section 8.38.11 below, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for Taxes payment of the Company Tax to the appropriate Tax authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Tax authority or court. All costs and expenses, including any deposit or similar payment required to be made to any Tax authority and any out-of-pocket costs incurred in order to pursue or continue the contest of any Tax Claim or incurred in connection with a Tax Claim shall be paid by Parent (but only to the extent such Taxes exceed the amount accrued for such Taxes in the Tax Claim relates to a Pre-Closing Balance SheetTax Period or, for any taxable a Straddle Period, to the portion of such period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1) Subject Except to the provisions extent treated as a liability in the calculation of Section 8.3Final Closing Working Capital and except to the extent attributable to Tax periods (or portions thereof) prior to April 1, Sellers 2014, PCF shall (severally indemnify Parent and not jointly, based on their respective Ownership Percentages) indemnify, defend each Parent Indemnitee and hold each Purchaser Indemnitee them harmless from and against (Aa) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.19; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIII; (c) all liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, and its Subsidiaries for any taxable period that ends Pre-Closing Tax Period; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member after March 31, 2014 and on or before prior to the Closing Date and the portion by reason of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of under Treasury Regulation Section 1.1502-6 or otherwiseany comparable or similar provisions of applicable Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after March 31, 2014 and before the Closing Date. PCF shall reimburse Parent for Income any Taxes of the Company that are the responsibility of PCF pursuant to this Section 8.03 within fifteen (15) Business Days after PCF agrees in writing to pay such Tax or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required such Taxes are determined by a final non-appealable order of a court pursuant to join) in filing any consolidated, combined or unitary Return, prior Section 12.10 to the Closingbe payable by PCF pursuant to this Section 8.03. Notwithstanding anything expressed or implied herein to the contrarycontrary in this Agreement, Sellers the Parent Indemnitees shall not be responsible have any right to indemnifyindemnification under this Agreement with respect to, defend or hold harmless any Purchaser Indemnitee from any liability for based on, Taxes to the extent such Taxes (i) are attributable to a Purchaser Tax Act, periods (or any increase in Taxes or loss of Tax benefits in any tax period that begins portions thereof) beginning after the Closing Date, including (ii) are due to the unavailability in any Tax period (or portion thereof) beginning after the Closing Date of any net operating losses, credit or other Tax attributes from a Straddle Period that begins after Tax period (or portion thereof) ending on or prior to the Closing Date, resulting (iii) result from transactions or action taken by Parent or any of its Affiliates (including, for the Purchaser’s direct or indirect ownership avoidance of the Company. (2) Purchaser shalldoubt, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3its Subsidiaries) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying partyClosing that are not contemplated by this Agreement, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority or (including estimated iv) do not arise from a Tax payments)Claim.

Tax Indemnification. The Sellers, jointly and severally, shall indemnify the Buyer and its affiliates (1including the Company) Subject to the provisions and each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnifydirectors, defend officers, employees, stockholders, agents and other representatives against and hold each Purchaser Indemnitee them harmless from and against (Ax) all any liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Pre-Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated herebyTax Period, (By) all any liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company Sellers or any other person (other than the Company) which is or has ever been affiliated with the CompanyCompany and (z) any liability for reasonable legal, accounting, appraisal, consulting or with whom similar fees and expenses for any item attributable to any item in clause (x) or (y) above. The Buyer shall, and after the Closing shall also cause the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidatedto, combined or unitary Returnindemnify each Seller and its affiliates and each of their respective employees, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or agents and representatives against and hold them harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, of the Company or any increase affiliate for any taxable period ending after December 31, 1998 (except to the extent such taxable period began before December 31, 1998, in which case the Buyer's indemnity will cover only that portion of any such Taxes or loss that are not for the Pre- Closing Tax Period). In the case of Tax benefits in any tax taxable period that begins after includes (but does not end on) December 31, 1998 (a "Straddle Period"): (i) real, personal and intangible property Taxes ("property Taxes") of the Company for any Pre-Closing DateTax Period (other than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, including any portion the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company (other than property Taxes) for the Pre-Closing Tax Period (other than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be computed as if such taxable period ended as of the close of business on December 31, 1998. The indemnity obligations of the Sellers in respect of Taxes for a Straddle Period that begins after shall equal the excess of (x) such Taxes for the Pre-Closing Date, resulting from Tax Period over (y) the Purchaser’s direct sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Sellers or indirect ownership any of its affiliates (other than the Company. ) at any time and (2ii) Purchaser shall, and shall cause the amount of such Taxes paid by the Company toon or prior to December 31, indemnify1998. The Sellers, defend jointly and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable severally, shall initially pay such excess to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than Buyer five business days prior to the date on which the relevant Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes are is required to be paid filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority authority). The payments to be made pursuant to this paragraph by the Sellers with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (including estimated Tax payments)which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period.

Tax Indemnification. (1a) Subject Except for Taxes specifically reserved for on the Closing Surplus Statement (it being understood that the aggregate amount of such reserves for Taxes on the Closing Surplus Statement shall reduce, to the provisions extent of Section 8.3such reserves, Sellers the indemnification obligations of the Seller hereunder) and that are taken into account in determining the final Purchase Price, the Seller, shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against indemnify the Buyer for the amount of all Damages attributable to (A) all liability Liabilities of the Company: (v) for Taxes of the Company but only attributable to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends Taxable Periods (or portions thereof) ending on or before the Closing Date; (w) for Taxes allocable to Taxable Periods (or portions thereof) beginning after the Closing Date that arise out of a Tax Contest for a Taxable Period beginning prior to the Closing Date and the portion of any Straddle are attributable to a decrease in income or a gain, or an increase in deduction, loss or credit for a Taxable Period ending on or prior to the Closing Date; and (x) arising from breach of representations or warranties set forth in Section 3.19 and covenants in Section 5.8 hereof, and (B) the Seller’s obligation to pay Transfer Taxes as determined pursuant to Section 5.9. The Seller’s indemnification obligations under this Section 5.10 are referred to herein as the “Tax Indemnity”. (b) For purposes of this Section 5.10 and the calculation of any indemnity payable or amount recoverable under this Agreement, any interest, penalties or additions to Tax accruing before or after the Closing Date or as with respect to a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability Liability for Taxes for which the Buyer is entitled to recover from the Seller shall be deemed to be attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after with respect to which the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment Sellers is required to be made pursuant to this Section 7.7 shall be paid within 30 days after indemnify the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)Buyer.

Tax Indemnification. Except to the extent paid or deposited prior to the Closing or treated as a liability in the calculation of Closing Working Capital, the Warrantors shall indemnify the Companies, Beneficiary, and each Beneficiary Indemnitee and hold them harmless from and against (1a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Companies or relating to the business of the Companies for all Pre-Closing Tax Periods; (d) all Taxes of any other member of an affiliated, consolidated, combined or unitary group of which the Companies (or any predecessor of the Companies) is or was a member on or prior to the Closing Date by reason of the Companies’ being a member of such group, other than Beneficiary or its Affiliates; and (e) any and all Taxes of any person imposed on the Companies arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, it being specified that provisions of Section 9.05 hereafter shall apply in connection with such Tax Indemnification provisions. In each of the above cases, together with any incremental out-of-pocket fees and expenses (including reasonable attorneys' and accountants' fees) to the extent incurred in connection therewith. Subject to the provisions of Section 8.39.05 hereafter, Sellers the Warrantors shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability reimburse Beneficiary for any Taxes of the Company but only Companies that are the responsibility of the Warrantors or the Companies pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Beneficiary or the Companies. The Warrantors may, at their option, satisfy such reimbursement obligation by surrender of Beneficiary Shares valued at the Applicable Trading Price determined in accordance with Section 2.02(a)(iii). Beneficiary shall promptly deliver to Contributors, pro rata in accordance with their respective former holdings of Shares, additional Beneficiary Shares (valued at the Applicable Trading Price) having an aggregate value equal to thirty-four percent (34%) of any net Tax loss attributable to any Straddle Period. Notwithstanding anything to the contrary in this Section 7.03, under no circumstances shall Warrantors have any indemnification or other obligation to Beneficiary in respect of any additional or increased Taxes or related Liabilities to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or arising as a result of any tax election made or rescinded by the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 Companies or otherwise) for Income Taxes of the Company Beneficiary at or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to after the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject Except to the provisions of extent provided in Section 8.32.04, Sellers shall (severally effective at and not jointlyafter the Closing, based on their respective Ownership Percentages) indemnifySeller hereby agrees to indemnify the Buyer Indemnified Parties and, defend effective at the Closing, without duplication, the Company and its successors and assignees against and agree to hold each Purchaser Indemnitee of them harmless from and against any Damages suffered, incurred or paid as a result of, in connection with or arising out of (A) all liability for any Taxes of the Company but only with respect to any Pre-Closing Tax Period or arising out of any transaction effected prior to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated herebyClosing, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of Seller, the Company or any other person Asset Selling Entities and their Affiliates (other than the Company) which is or has ever been affiliated for any Tax period, (C) Taxes imposed with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior respect to the Closing. Notwithstanding anything expressed or implied herein Zhuhai Business Assets with respect to any Pre-Closing Tax Period and Taxes imposed with respect to the contraryOther Business Assets with respect to any Tax period or portion thereof ending on or before the date of the Asset Transfer, Sellers shall not be responsible and (D) Taxes relating to indemnifyor arising out of the settlement or other resolution of intercompany accounts and agreements as contemplated by Section 7.02. With respect to any Straddle Period, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle such Tax that relates to the Pre-Closing Tax Period that begins after shall be determined by applying the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companyprinciples set forth in Section 5.01(b). (2b) Purchaser shallNot later than 15 calendar days after receipt by Seller, the Asset Selling Entities or their Affiliates of written notice from Buyer stating that any amount indemnifiable under Section 5.03(a) has been incurred and shall cause the Company to, indemnify, defend amount thereof and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any of the indemnity payment required requested, Seller or the Asset Selling Entities shall discharge their obligation to be made pursuant indemnify under Section 5.03(a) by paying to this Buyer such amount in immediately available funds. Notwithstanding the foregoing, if Buyer provides written notice of any Taxes indemnifiable under Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business 5.03(a) at least 15 calendar days prior to the date on which the relevant Taxes are required to be paid paid, within that 15-day period Seller or the Asset Selling Entity, as applicable, shall discharge its obligation to indemnify under Section 5.03(a) against such Taxes by making payments to the relevant taxing authority Taxing Authority or Buyer, as directed by Buyer, in an aggregate amount equal to the amount of such Taxes. The payment by Buyer or its Affiliate of any such Taxes shall not relieve Seller of its obligation under this Section 5.03. (c) Seller shall provide Buyer with prompt notice of any audit, examination, or other Proceeding (A) with respect to Taxes of the Company or (B) that reasonably may be expected to give rise to a Lien on the Zhuhai Business Assets or Other Business Assets ((A) and (B) each a “Tax Proceeding”). Buyer shall provide Seller with prompt notice of any Tax Proceeding for which Seller is or may be partially or fully liable to Buyer pursuant to this Agreement; provided, however, that failure to timely provide such notice shall not affect the Buyer’s right to indemnity under this agreement, except to the extent Seller is materially prejudiced by such delay. (d) Buyer shall control any Tax Proceeding, provided, however, that (A) Buyer shall not settle or compromise the portion of any such Tax Proceeding that relates to an indemnified Tax without Seller’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (B) Buyer shall keep Seller reasonably informed of material developments relating to any such portion of such Tax Proceeding, including estimated providing copies of correspondence from the applicable Taxing Authority and permitting Seller the opportunity to comment on submissions to such Taxing Authority. (e) Notwithstanding anything in Article 6 to the contrary, the procedures set forth in this Section 5.03, and not the procedures set forth in Section 6.03, shall govern any Proceeding in respect of which indemnification may be sought under Section 5.03(a), Section 6.02(a) to the extent relating to a breach of the representations in Section 3.24 (Tax paymentsMatters), or in relation to a breach of a covenant of Seller in this Article 5, except to the extent otherwise elected by Buyer. (f) Any payments made to any party pursuant to this Section 5.03 or Article 6 shall constitute an adjustment of the purchase price for Tax purposes and shall be treated as such by the parties on their Tax Returns to the extent permitted by law.

Tax Indemnification. (1a) Subject Buyer hereby agrees to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold Seller and each Purchaser Indemnitee partner of Seller (each, a "Tax-Indemnified Party") harmless on an After-Tax Basis from and against any and all taxes, fees, duties, impost, levies or charges of whatsoever nature (Aother than taxes of general applicability based on income) imposed by the State of Maine or any political subdivision thereof or any taxing authority of such State or political subdivision and all liability for Taxes interest, penalties or similar liabilities with respect thereto (any such amounts, "Taxes") solely as a result of any payment made or to be made by Buyer to Seller pursuant to this Agreement or as a result of the Company purchase and sale of Seller's right, title and interest in and to the Power Purchase Agreement as contemplated by this Agreement but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or are imposed as a result of a Change in Law after the transactions contemplated herebydate of this Agreement. Buyer agrees to pay (or reimburse such Tax- Indemnified Party for payment of) any and all Taxes within 45 days of the date on which such Tax-Indemnified Party delivers to Buyer the documentation required by the immediately succeeding paragraph. Each Tax-Indemnified Party will (i) notify Buyer in writing within five business days of such Tax-Indemnified Party's receipt of an assessment, (B) all liability notice or request for payment of any breach of Sellers’ representations and warranties contained in Section 3.3(m) such Tax from a taxing authority, and (Cii) all liability supply to Buyer not less than twenty business days in advance of the due date therefor calculations, documentation and forms of returns (or, at the option of such Indemnified Party, pertinent portions of or excerpts from such returns) demonstrating the nature, amount and calculation of any Tax which such Tax-Indemnified Party believes Buyer is obligated to pay pursuant to this Section. In no event will Buyer be obligated to pay interest, penalties or late charges due as a result of Treasury Regulation Section 1.1502a Tax-6 Indemnified Party's failure to file returns or otherwise) for Income Taxes make Tax payments within the time periods required by law unless such failure is the result of the Company action or inaction of Buyer. Failure of a Tax-Indemnified Party to provide any notice or other person (other than item to Buyer as described in this paragraph by the Company) time specified in this or the immediately succeeding paragraph shall not, however, affect such Tax-Indemnified Party's right to indemnification as provided in the first paragraph of this Section 6.4(a). Each Tax-Indemnified Party will promptly notify Buyer of any event which is such Tax-Indemnified Party believes constitutes or has ever been affiliated may constitute a Change of Law promptly after becoming aware thereof. Buyer may, at its option, require such Tax-Indemnified Party, with the Companyfunds provided by Buyer, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing make any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss payment of Tax benefits pursuant to this Section under protest and may at Buyer's sole expense contest the assessment or calculation of such Tax before the relevant taxing authority. Each Tax-Indemnified Party agrees to Buyer exercising direction and control of any such protest and any related proceeding, and will provide reasonable cooperation at Buyer's request and sole expense in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companyconduct thereof. (2b) Purchaser shallFor purposes of Section 6.4(a) above, (i) "Change in Law" shall mean any finally adopted change in law, rule or regulation, or official published interpretation thereof in each instance, and (ii) "After-Tax Basis" shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to mean on a Purchaser Tax Act. (3) Any indemnity basis such that any payment required to be made pursuant paid on such basis shall, if necessary, be supplemented by a further payment so that the sum of the two payments, after deduction of all taxes, penalties, fines, interest and other charges resulting from the receipt (actual or constructive) of such payments imposed by or under any Federal, state or local governmental authority in the United States or subdivision or any taxing authority of any thereof (assuming for this purpose that each Tax-Indemnified Party is a tax- paying entity in the State of Maine subject to this Section 7.7 the maximum applicable corporate income tax rates then in effect), and after taking into account all related tax savings (whether by deduction, credit or otherwise) actually realized as a result of such payments or the event or circumstance giving rise thereto, shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior equal to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)payment so required.

Tax Indemnification. (1) Subject to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each harmless Purchaser Indemnitee harmless and its Affiliates (including, after Closing, the Companies) from and against any and all Losses that Purchaser or any of its Affiliates may suffer as a result of any liability of any of the Companies for (Ai) all liability for any unpaid Taxes of the Company but only Companies with respect to Tax periods ending before the Closing Date and (ii) any unpaid Taxes of the Companies and any unpaid Taxes with respect to the Purchased Assets with respect to any Tax period beginning before and ending after the Closing Date (a “Straddle Period”) to the extent allocable (as determined in Section 9.1(b)) to the portion of such period ending before the Closing Date (the “Pre-Closing Tax Period”), except to the extent such Taxes exceed are reflected on the amount accrued for Post Closing Equity Schedule. In the event Sellers are required to make a payment under this Section 9.1(a) as a result of an adjustment made by a taxing authority, and such Taxes adjustment results in a decrease in the Closing Balance SheetTax liability of the Companies, Purchaser or any Affiliate of Purchaser with respect to the Companies for any taxable Tax period that ends on or before beginning after the Closing Date and or for the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins beginning after the Closing Date, including then Purchaser shall pay to Sellers the amount of any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) such reduction in Tax liability when such reduction is actually realized. The Losses with respect to which Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable its Affiliates may be entitled to a Purchaser Tax Act. (3) Any indemnity payment required to be made indemnification pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior 9.1 are sometimes referred to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated hereinafter as “Tax payments)Losses.”

Tax Indemnification. (1a) Subject to Notwithstanding any other provision of this Agreement, (a) the provisions of Section 8.3Seller shall be liable for, Sellers and shall (severally and not jointlypay, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each Purchaser Indemnitee harmless the Company (which for purposes of this Article XI shall include all Subsidiaries of the Company), Buyer and its Affiliates from and against (A) any and all liability for (i) Taxes due or payable by the Company for any taxable year or portion thereof ending on or prior to the Closing Date, (ii) any Taxes attributable to or arising out of the Section 338(h)(10) Elections and (iii) any Taxes resulting from, arising out of, relating to, in the nature of, or caused by any liability of the Company but only for Taxes of any person (affiliated with the Company prior to the Closing Date) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or foreign law) or as transferee or successor, or by contract or otherwise, to the extent such Taxes exceed the amount accrued for such Taxes Taxes, in clause (i) above, are not reflected in the reserve for Tax liability (not counting any liability for deferred Taxes established to reflect temporary differences between book and Tax income) shown on the Closing Date Balance SheetSheet and included in the calculation of Net Assets for purposes of determining the Purchase Price and (b) Buyer shall be liable for and shall pay, indemnify and hold harmless Seller and its Affiliates from and against any and all (I) liability for Taxes due or payable by the Company for any taxable Taxable year or Tax period that ends on or before beginning after the Closing Date and (II) liability which is reflected in the portion of any Straddle Period ending reserve for Tax liability shown on the Closing Date or as a result Balance Sheet and included in the calculation of Net Assets for purposes of determining the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the CompanyPurchase Price. (2b) Purchaser shallEach party entitled to indemnification under this Section 11.1 shall pursue such indemnification in accordance with the indemnification procedures, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior subject to the date limitations on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)indemnification, set forth in Article VI hereof.

Tax Indemnification. (1) Subject Notwithstanding anything to the provisions of contrary contained in this Agreement: (a) The Principal Stockholders, jointly and severally, will be liable for and indemnify the Symposium Parties against all Taxes payable by WeFusion (including those payable by any Symposium Party as successor or transferee and including any Taxes listed on the WeFusion Disclosure Schedule) with respect to: (i) the Back Salary Payment and payments made pursuant to Section 8.38.12 in connection therewith; and (ii) Pre-Closing Periods, Sellers shall (severally and including Taxes for a period not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for Taxes of the Company but only ending prior to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and that are attributable to the portion of any Straddle Period the period ending on the Closing Date (which portion shall be equal to (x) with respect to income or franchise Taxes, the amount of such Taxes that would have been incurred had the taxable period ended on the Closing Date and (y) with respect to other Taxes the amount that would be apportioned to the period ending on the Closing Date on a per diem basis) and including, without limitation, any Taxes payable by WeFusion with respect to the transactions contemplated hereby and by the other Transaction Documents; provided, however that claims made with respect to the FICA and other similar Taxes listed on Section 3.16(c) of the WeFusion Disclosure Schedule remain subject to the last sentence of Section 11.2 hereof. (b) The Symposium Parties shall notify the Principal Stockholders promptly upon receipt by any of the Symposium Parties, of notice of any pending Tax audits or assessments that could reasonably be expected to result in a claim for indemnification pursuant to Section 11.4(a) ("Tax Claim"). The Symposium Parties may represent its interest in any proceeding relating to a Tax Claim, on condition that (i) it keep the Principal Stockholders informed on a current basis of the status of any such proceeding; (ii) the Principal Stockholders shall have the right to participate at their own expense, in any such proceedings; and (iii) the Symposium Parties not settle any claim for taxes that could have a material adverse effect on the Principal Stockholder's liability for Taxes (including any claim for indemnification) without the prior written consent of the Principal Stockholders, which consent may not be unreasonably withheld. (c) The Principal Stockholders shall satisfy any Tax Claim on or prior to the due date for payment of such claim. The Symposium Parties shall notify the Principal Stockholders at least 10 days prior to the due date for any such Tax Claim. (d) In the event that the Principal Stockholders are required to make a payment pursuant to this Section 11.4 as the result of a determination by a taxing authority which results in any of the Symposium Parties receiving an increased tax basis in the WeFusion assets ("Stepup Transaction", and the amount of such increased tax basis being referred to as the "Increased Basis"), then the Symposium Parties shall make a payment to the Principal Stockholders equal to the Tax Benefit actually received as a result of such Stepup Transaction as described below; provided, however, that such payments, in the transactions contemplated herebyaggregate, shall not exceed the amount of any Taxes, taking into account any available Pre-Closing Period losses of WeFusion (Bbut excluding for this purpose any penalties, additions to tax or interest) all liability for paid by the Principal Stockholders with respect to the Stepup Transaction. The Tax Benefit shall be equal to the product of (x) the amount of any breach tax deduction directly arising from the Increased Basis ("Increased Basis Tax Deduction") which actually reduces the taxable income of Sellers’ representations and warranties contained in Section 3.3(mSymposium (but not below zero) and is deemed to have been "Used" by Symposium; and (Cy) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) Symposium's actual effective tax rate for Income Taxes of the Company or any other person (other than period in which the Company) which is or has ever Increased Basis Tax Deduction was Used. No Increased Basis Tax Deduction shall be deemed to have been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, "Used" prior to the Closingtime that 38 Symposium has fully utilized its Adjusted Losses. Notwithstanding anything expressed or implied herein Adjusted Losses shall be equal to the contrarynet operating losses of the Symposium Parties which existed as of December 31, Sellers 1999 less any Increased Basis Tax Deductions which reduced the taxable income of the Symposium Parties (but not below zero) but for which no payment was made hereunder. After the Symposium Parties have fully utilized their Adjusted Losses, they shall be deemed to use the Increased Tax Deductions (including Increased Basis Tax Deductions from prior years to the extent no payment was previously made with respect to such deductions hereunder) prior to the use of any other losses. Payment shall be made to the Principal Stockholders within 10 days following the filing of any income tax return resulting in a Tax Benefit. (e) The tax indemnification provided for in this Section 11.4: (i) shall survive until the expiration of all applicable statutes of limitation; (ii) shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior subject to the date on which the relevant Taxes are required last sentence of Section 11.2; and (iii) shall not be subject to be paid to the relevant taxing authority (including estimated Tax paymentsSection 11.3(b).

Tax Indemnification. (1a) Subject to The Beneficial Owners shall indemnify the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend Buyer Indemnitees and hold each Purchaser Indemnitee of them harmless from and against any Damages attributable to (Ai) all liability for Taxes (or the non-payment thereof) of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any all taxable period that ends periods ending on or before the Closing Date and the portion through the end of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, for any Pre-Closing Tax Period; (Bii) all liability for Taxes of any breach member of Sellers’ representations and warranties contained in Section 3.3(man affiliated, consolidated, combined or unitary group of which the Company (or any predecessor thereof) and (C) all liability (as is or was a result of member on or prior to the Closing Date, including pursuant to Treasury Regulation Section section 1.1502-6 or otherwiseany analogous or similar state, local or non-U.S. law or regulation; (iii) for Income any and all Taxes of the Company or any other person Person (other than the Company) which is or has ever been affiliated with the Company, or with whom imposed on the Company joins as a transferee or has ever joined (successor, by contract or is pursuant to any law, which Taxes relate to an event or has ever been required to join) in filing any consolidated, combined transaction occurring on or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after before the Closing Date, including ; (iv) all Taxes imposed on the Company as a result of an election made by Company under Code section 108(i); (v) all Taxes imposed on the Company as a result of such Company being deemed to be a “responsible person” under Code section 6672 (or any portion corresponding provision of a Straddle Period state or local law); (vi) any and all employment Taxes imposed with respect to any compensatory payments associated with the transactions contemplated by this Agreement; and (vii) third party costs and expenses associated with preparing any Tax Return for Pre-Closing Tax Periods. (b) The Beneficial Owners shall reimburse Buyer for any Taxes of the Company that begins are the responsibility of Beneficial Owners pursuant to this Section 5.6 within fifteen (15) Business Days after payment of such Taxes by the Closing Date, resulting from the Purchaser’s direct Buyer or indirect ownership of the Company. (2c) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to The indemnification under this Section 7.7 5.6 shall not be paid within 30 days after the indemnified party makes written demand upon the indemnifying partysubject to any basket, but cap, other limitations set forth in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)Article 8 or elsewhere in this Agreement.

Tax Indemnification. (1a) Subject Except to the provisions of Section 8.3extent reflected as a Liability in the Final Closing Statement, Sellers Seller shall (severally pay or cause to be paid, shall be liable for, and not jointly, based on their respective Ownership Percentages) shall indemnify, defend and hold each Purchaser Indemnitee and its Affiliates harmless from and against any and all Excluded Taxes. Purchaser shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold Seller and its Affiliates harmless from and against any and all Taxes relating to the Transferred Operations or any Transferred Asset or Assumed Liability for the Post-Closing Period other than Excluded Taxes that are the responsibility of Seller under the immediately preceding sentence. (Ab) all liability for Payment in full of any amount due from Purchaser or Seller under this Section 9.1 shall be made to the indemnified party in immediately available funds within ten (10) Business Days following written notice by the indemnified party that the Taxes to which such payment relates are payable to the relevant Taxing Authority, provided that the indemnifying party shall not be required to make any such payment earlier than three (3) Business Days before the date the payment of such Taxes to the Company but only relevant Taxing Authority is due. (c) The Parties agree to treat the Closing Date as the last day of any taxable period relating to the Transferred Operations or any Transferred Asset or Assumed Liability to the extent permitted under Applicable Law. When such Taxes exceed the amount accrued for such Taxes treatment is not permitted, in the Closing Balance Sheet, for any case of Taxes that are payable with respect to a taxable period that ends beginning on or before and ending after the Closing Date, the portion of any such Tax that is attributable to the portion of such period ending on the Closing Date: (1) except as provided in Section 9.1(c)(2), shall be deemed equal to the amount that would be payable if the taxable period ended on the Closing Date (except that exemptions, allowances and deductions that are otherwise calculated on an annual basis shall be apportioned on a daily basis); and (2) in the case of Taxes that are imposed on a periodic basis and measured by the amount, value or level of any item, shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the portion denominator of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom number of calendar days in the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companyentire period. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject to From and after the provisions of Section 8.3Closing, Sellers the Seller shall (severally pay and not jointly, based on their respective Ownership Percentages) shall indemnify, defend and hold harmless each Purchaser Indemnitee harmless from and against any and all Damages asserted against, resulting to, imposed upon or suffered by any Purchaser Indemnitee, arising out of or related to: (i) all Taxes imposed on or payable with respect to the Acquired Entities or their respective Subsidiaries or their businesses relating or attributable to any Pre-Closing Tax Period and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date (in the manner determined pursuant to Section 8.3); (ii) Taxes of a person other than any of the Acquired Entities or their respective Subsidiaries for which the Acquired Entities or their respective Subsidiaries may be liable (A) all liability for Taxes under Section 1.1502-6 of the Company but only Treasury Regulations (or any similar provision of state, local, or non-U.S. Tax Law) as a result of being a member of any group which files or has filed a Tax Return on a consolidated, combined, or unitary basis for a Pre-Closing Tax Period or (B) as a transferee or successor, by contract, or otherwise; (iii) any breach of or inaccuracy in any representation or warranty contained in Section 4.5 or 5.5 hereof; (iv) any payments required to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before be made after the Closing Date under any Tax Sharing Agreement or similar contracts (whether or not written) to which the Acquired Entities or any of their Subsidiaries was obligated, or was a party, on or prior to the Closing Date; and (v) any breach by the Seller or the failure by the Seller to perform any of the covenants made by it or agreements entered into contained in this Article 8. (b) From and after the Closing, Purchaser shall pay and shall indemnify, defend and hold harmless each Seller Indemnitee from and against any and all Damages asserted against, resulting to, imposed upon or suffered by any Seller Indemnitee, arising out of or related to: (i) all Taxes imposed on or payable by the Acquired Entities or their respective Subsidiaries relating or attributable to any Post-Closing Tax Period and the portion of any Straddle Period ending on deemed to begin after the Closing Date or as a result (in the manner determined pursuant to Section 8.3); (ii) the Taxes set forth in Section 8.7(b)(ii) of the transactions contemplated hereby, Disclosure Schedules; and (Biii) all liability for any breach by Purchaser or the failure by Purchaser to perform any of Sellers’ representations and warranties the covenants made by it or agreements entered into contained in this Article 8. (c) In calculating amounts payable to a Purchaser Indemnitee or a Seller Indemnitee under this Section 3.3(m) and (C) all liability (as a result 8.7, the amount of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes any Damages shall be determined without duplication of the Company or any other person (Damages for which an indemnification claim has been made under any other than covenant, agreement, representation or warranty, including Article 10 hereof. Any Purchaser Indemnitee or Seller Indemnitee having a claim under these indemnification provisions shall make a good faith effort to recover all losses, damages, costs and expenses from insurers of such Purchaser Indemnitee or Seller Indemnitee under applicable insurance policies so as to reduce the Company) which amount of any Damages hereunder, provided that such recovery is not reasonably anticipated to result in an increase in the insurance premiums to be paid by such Purchaser Indemnitee or has ever been affiliated with Seller Indemnitee. The foregoing shall not require the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing maintenance of any consolidated, combined or unitary Return, prior insurance. The amount of any Damages shall be reduced to the Closing. Notwithstanding anything expressed extent that the Purchaser Indemnitee or implied herein Seller Indemnitee receives any insurance proceeds or other payment with respect to any Damages from an unaffiliated party (it being understood that the contrary, Sellers Acquired Entities and their respective Subsidiaries shall not be responsible to indemnifyconsidered, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Actthis purpose, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership Affiliates of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax paymentsor its Affiliates).

Tax Indemnification. (1) Subject In addition to the provisions of indemnification obligations set forth in Section 8.39.1 above, Sellers shall (severally the Effective Time Holders shall, based on the each Effective Time Holders Pro Rata Portion, severally, and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless indemnify the Acquiror Indemnified Persons from and against any Damages without duplication resulting from or arising out of (Aa) all liability Taxes (or the non-payment thereof) of Company or any Company Subsidiary for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any all taxable period that ends periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period ending on the (“Pre-Closing Date or as a result of the transactions contemplated herebyTax Period”), (Bb) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Companymember of an affiliated, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, group of which Company or any Company Subsidiary (or any predecessor of Company or any Company Subsidiary) is or was a member on or prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any portion analogous or similar state, local, or non-U.S. law or regulation, (c) any and all Taxes of any Person imposed on Company or any Company Subsidiary as a Straddle Period transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; and (d) any Tax imposed under Section 965 of the Code; provided, however, that begins after in the case of clauses (a), (b), and (c) above, the Effective Time Holders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes on the Closing Date, resulting Balance Sheet. The Effective Time Holders shall reimburse Acquiror for any Taxes that are the responsibility of the Effective Time Holders within fifteen (15) Business Days after payment of such Taxes by Acquiror or the Company. The Threshold and the Cap shall not apply with respect to any Damages arising from the Purchasermatters set forth in this Section 9.7; provided, in no event shall an Effective Time Holder be responsible for aggregate Damages under this Section 9.7 and Section 9.1(a) in excess of such Effective Time Holder’s direct or indirect ownership Pro Rata Portion of the Company. (2) Purchaser shallMerger Consideration; provided, however, that an Effective Time Holder shall be responsible for any and shall cause all Damages that are a result of such Effective Time Holder’s Fraud or Willful Breach. To the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made extent that any Damages claimed in an Officer’s Certificate pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).9.7 overlaps with a claim for Damages pursuant to

Tax Indemnification. (1a) Subject to The Seller and the provisions Guarantors shall be jointly and severally liable for and shall jointly and severally indemnify the Buyer and its Affiliates (including the Company) and each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentagesofficers, directors, employees, stockholders, agents and representatives (the "BUYER INDEMNITEES") indemnify, defend and hold each Purchaser Indemnitee them harmless from and against (Ai) all liability for Taxes of the Company but only to for the extent such Taxes exceed the amount accrued for such Taxes in the Pre-Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated herebyTax Period, (Bii) any liability for Taxes attributable to a breach by the Company or the Seller of their respective obligations under this Agreement and (iii) all liability for reasonable legal fees and expenses for any breach of Sellers’ representations and warranties contained item attributable to any item in Section 3.3(mclause (i) and or (Cii) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closingabove. Notwithstanding anything expressed or implied herein to the contraryforegoing, Sellers the Seller and the Guarantors shall not be responsible to indemnify, defend or indemnify and hold harmless any Purchaser Indemnitee the Buyer Indemnitees from any liability for Taxes attributable to a Purchaser Tax Act, any action taken after the Closing by the Buyer or any increase in of its Affiliates (including the Company) (a "BUYER TAX ACT"). (b) The Buyer shall indemnify the Seller and hold it harmless from (i) all liability for Taxes or loss of Tax benefits in the Company for any tax period that begins beginning after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2ii) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Buyer Tax ActAct and (iii) all liability for reasonable legal fees and expenses for any item attributable to any item in clause or above. (3c) Any In the case of any taxable period that includes (but does not end on) the Closing Date (a "STRADDLE PERIOD"): (i) real, personal and intangible property Taxes and any other Taxes not measured in whole or in part by reference to income or revenues of the Company ("PROPERTY TAXES") allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company other than Property Taxes allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. (iii) the Seller and the Guarantors' indemnity obligation in respect of Taxes for a Straddle Period shall initially be fulfilled by the payment by the Seller or any of the Guarantors to the Buyer of the excess of (A) such Taxes for the Pre-Closing Tax Period over (B) the amount of such Taxes for the Pre-Closing Tax Period paid by the Seller, the Guarantors or any of their Affiliates (other than the Company) at any time plus the amount of such Taxes for the Pre-Closing Tax Period paid by the Company on or prior to the Closing Date. The Seller or any of the Guarantors shall initially pay such excess amounts to the Buyer within thirty (30) days after the Return with respect to the liability for such Taxes is required to be made filed (or, if later, is actually filed). If the amount of such Taxes paid by the Seller, the Guarantors or any of their Affiliates (other than the Company) at any time exceeds the amount payable by the Seller pursuant to this Section 7.7 the preceding sentence, the Buyer shall be paid pay to the Seller or the Guarantors the amount of such excess within 30 thirty (30) days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior Return with respect to the date on which the relevant liability for such Taxes are is required to be paid to the relevant taxing authority (including estimated Tax payments)filed.

Tax Indemnification. (1) Subject Without limiting the rights of the Seller Indemnified Parties to the provisions of Section 8.3be indemnified pursuant to ARTICLE 11, Sellers and Trust, jointly and severally, shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each Purchaser Indemnitee the Seller Indemnified Parties harmless from and against pay any and all Damages directly or indirectly resulting from, relating to, arising out of, or attributable to (Ai) all liability for Taxes any Tax payable by or on behalf of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, any Seller Party or Acquired Entity for any taxable period ending on or prior to the Closing Date, (ii) Taxes of any member of a consolidated or combined tax group of which any Seller Party is, or was at any time, a member, for which any Acquired Entity is jointly or severally liable as a result of its inclusion in such group prior to the Closing Date, and (iii) with respect to any Taxes payable by or on behalf of any Acquired Entity due for period beginning before and ending after the Closing Date (whether or not assessed prior to the Closing Date), the Taxes allocable to the portion of such period that ends on and includes the Closing Date ("SELLERS' PRO RATA SHARE"). For purposes of calculating Sellers' Pro Rata Share of Taxes described in clause (iii), the Closing Date will be treated as the last day of a taxable period, and the portion of any such Tax that is allocable to the taxable period that is so deemed to end on the Closing Date will be: (1) in the case of Taxes that are either (x) based upon or before related to income or receipts, (y) imposed in connection with any sales or other transfer or assignment of property (real or personal, tangible or intangible) other than transfers pursuant to this Agreement, or (z) imposed on a periodic basis and measured by the level of any item that is required to be determined as of the Closing Date or that is reasonably determinable as of the Closing Date and such determination is made by a party in a manner reasonably acceptable to Parent and Sellers, deemed equal to the amount that would be payable if the period for which such Tax is assessed ended with the Closing Date; and (2) in the cases of Taxes imposed on a periodic basis and measured by the level of any item, other than Taxes described in clause (1) hereof, will be deemed to be the amount of such Taxes for the 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 with the Closing Date and the portion denominator of which is the number of calendar days in the entire period; and (3) exemptions, allowances or deductions that are calculated on an annual basis such as the deduction for depreciation, will be apportioned on a daily basis in the same manner as Taxes under clause (2) hereof. Returns for periods beginning before closing and ending after closing shall so far as practicable be prepared using elections consistent with past practices, and financial statement tax accruals for any Straddle Period ending on the Closing Date timing differences from financial statement income will be treated as taxes paid or as a result payable for purposes of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties allocations contained in Section 3.3(m) and (C) all liability (as a result this paragraph. For the avoidance of Treasury Regulation Section 1.1502-6 doubt, the allocation of tax liabilities under this paragraph shall be unaffected by the carryback of tax losses, credits or otherwise) other attributes attributable to periods beginning after closing even though such carrybacks may have the effect of reducing taxes paid or accrued for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closingperiods covered by this tax allocation. Notwithstanding anything expressed or implied herein in this SECTION 8.8(H) to the contrary, Sellers shall not be responsible and Trust will have no obligation to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability indemnify Seller Indemnified Parties for Taxes attributable to a Purchaser Tax Act, the extent adequate provision was made therefor on the balance sheet included in the Interim Financial Statements (other than in the notes thereto) or any increase in Taxes or loss of Tax benefits in any tax period that begins to the extent arising after the Closing Date, including any portion Balance Sheet Date in the Ordinary Course of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the CompanyBusiness. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1) Subject to Except as otherwise provided herein, Seller shall indemnify the provisions of Section 8.3, Sellers shall (severally Company and not jointly, based on their respective Ownership Percentages) indemnify, defend Purchaser and hold each Purchaser Indemnitee them harmless from and against any loss, claim, liability, expense, or other damage attributable to (Ai) all liability for Taxes (or the non-payment thereof) of the Company but only to or for which the extent such Taxes exceed the amount accrued Company is liable for such Taxes in the Closing Balance Sheet, for any all taxable period that ends periods ending on or before the Closing Date and the portion though the end of any Straddle Period ending on the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), including any Corporate Tax Liability Amount in excess of any Corporate Tax Liability Amount set off against the Holdback Amount pursuant to this Agreement, (ii) all Taxes of any member of an affiliated, consolidated, combined or as a result unitary group of which the Company (or any predecessor of any of the transactions contemplated herebyforegoing) is or was a member on or prior to the Closing Date, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of including pursuant to Treasury Regulation Section §1.1502-6 or otherwiseany analogous or similar Law, and (iii) for Income any and all Taxes of the Company or any other person Person (other than the Company) which is or has ever been affiliated with the Company, or with whom imposed on the Company joins as a transferee or has ever joined (successor, by Contract or is pursuant to any Law, which Taxes relate to an event or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to transaction occurring before the Closing. Notwithstanding anything expressed or implied herein to ; provided however, that in the contrarycase of clauses (i), Sellers (ii) and (iii) above, Seller shall not be responsible liable to indemnifythe extent that such Taxes are paid before the Closing and do not exceed the amount, defend or hold harmless if any, reserved for such Taxes (excluding any Purchaser Indemnitee from any liability reserve for deferred Taxes attributable established to a Purchaser reflect timing differences between book and income Tax Act, or any increase in Taxes or loss of Tax benefits income) on the Closing Balance Sheet as finalized (rather than in any tax period that begins after notes thereto) and taken into account in determining any adjustment to the Closing Date, including Purchase Price pursuant to Section 1.4 or Section 1.6. Seller shall reimburse Purchaser for any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership Taxes of the Company. (2) Purchaser shall, and shall cause Company that are the Company to, indemnify, defend and hold each responsibility of Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 6.11(b) within fifteen (15) Business Days after written demand therefor and payment of such Taxes by Purchaser or the Company. In the case of any claim for Tax indemnification for Taxes determined to be payable by the Company or a successor thereto, the indemnity obligation under this Section 6.11 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior interpreted as running from Seller to the date on which the relevant Taxes are required Company and, if it cannot be so characterized, it shall be considered to be paid to the relevant taxing authority (including estimated Tax payments)a Purchase Price adjustment under this Agreement.

Tax Indemnification. From and after the Closing, the Shareholders will severally (1) Subject to the provisions of Section 8.3in accordance with their respective Participation Percentages), Sellers shall (severally and not jointly, based on their respective Ownership Percentages) subject to the limitations set forth in Section 7.4, indemnify, defend and hold each Purchaser Indemnitee Company and its Subsidiaries and Parent Indemnitees harmless from and against against, and pay to the applicable indemnified parties, out of the Indemnification Escrow Fund: (A1) all liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the and its Subsidiaries for: (x) any Pre-Closing Balance Sheet, for any taxable period that ends on or before the Closing Date Tax Period; and (y) the portion of any Straddle Period ending on the Closing Date or (allocated, with respect to a Straddle Period, as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained provided in Section 3.3(m5.9d); (2) and (C) all liability the amount of any Taxes (as a result of Treasury Regulation Section 1.1502-6 or any analogous provision of Applicable Law or otherwise) for Income Taxes of the Company or any other person (other than the Company) which Person that is or has ever been affiliated with the Company, Company or any of its Subsidiaries or with whom the Company or any of its Subsidiaries otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined combined, unitary, aggregate or unitary similar Tax Return, prior to the Closing. Notwithstanding anything expressed or implied herein Closing Date; and (3) any payments required to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins made after the Closing DateDate under any Tax sharing, including Tax indemnity, Tax allocation or similar contracts (whether or not written) to which Company or any portion of its Subsidiaries was obligated, or was a Straddle Period that begins after party, on or prior to the Closing Date; provided, resulting from however, that in each case, the Purchaser’s direct or indirect ownership Shareholders will not have any such obligation to the extent such Taxes were specifically taken into account as a Current Liability in determining Net Working Capital as of immediately prior to the Company. (2) Purchaser shall, and shall cause the Company to, Effective Time. Shareholders’ duty to indemnify, defend and hold each Seller Indemnitee Company and Parent Indemnitees harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to as set forth above in this Section 7.7 shall be paid within 30 5.9b will survive the Closing until Sixty (60) days after the indemnified party makes written demand upon date of the indemnifying partyexpiration of the applicable statute of limitations (as extended under Applicable Law) for assessment of the relevant Tax, but in no case earlier event for a period of more than five business days Five (5) years from the Closing Date; provided that any claim for which notice has been given pursuant to Section 5.9c prior to the such date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)shall survive until such claim has been finally resolved.

Tax Indemnification. (1i) Subject to The Parent and the provisions of Section 8.3, Sellers Seller shall (jointly and severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each indemnify the Purchaser Indemnitee harmless from and against (A) all any Income Taxes and Damages for any Pre-Closing Tax Period resulting from, arising out of, relating to or caused by any liability or obligation of any TDI Company or any TDI Subsidiary for Income Taxes of the any person other than a TDI Company or a TDI Subsidiary (w) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (x) as a transferee or successor, (y) by contract, or (z) otherwise, (B) any Income Taxes imposed on any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period, (C) any Taxes (other than Income Taxes) imposed on any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheetaggregate exceed $3,200,000.00, for (D) any taxable period that ends on Taxes arising out of or before relating to the Closing Date Asset Purchase Agreement and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated herebythereby, and (BE) all liability for any breach of Sellers’ representations any covenant in this Section 4.6. The Parent's and warranties contained in Section 3.3(m) and (C) all liability (as the Seller's obligation to indemnify the Purchaser with respect to any Tax resulting from a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior Tax Matter shall be discharged to the Closingextent that the Parent's and the Seller's defense of such Tax Matter is prejudiced by the Purchaser's failure to comply with Section 4.6(f) of this Agreement. Notwithstanding anything expressed or implied herein The Parent and the Seller shall discharge their obligation to indemnify the Purchaser against such Pre-Closing Tax Period Tax by paying to the contraryPurchaser an amount equal to the amount of such Tax; provided, Sellers shall not be responsible to indemnifyhowever, defend that if the Purchaser provides the Parent or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion Seller with written notice of a Straddle Pre-Closing Tax Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within at least 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are Tax is required to be paid by the Purchaser or the applicable TDI Company, the Parent and the Seller shall, if and to the extent that it is liable for such Tax hereunder, discharge their obligation to indemnify the Purchaser against such Tax by paying an amount equal to the amount of such Tax to the relevant taxing authority Taxing Authority. The Parent or the Seller shall provide the Purchaser evidence of such payment to the relevant Taxing Authority. (including estimated ii) The Purchaser shall indemnify the Parent and the Seller from and against (A) any Taxes (other than Income Taxes) and Damages imposed on the Purchaser, any TDI Company, any TDI Subsidiary or any affiliate of the Purchaser for any Tax payments)Period provided that, with respect to Taxes (other than Income Taxes) attributable to a Pre-Closing Tax Period, only to the extent such Taxes in the aggregate do not exceed $3,200,000,00, (B) any Income Taxes and Damages for any Post-Closing Tax Period imposed on (x) the Parent or the Seller attributable to any TDI Company or TDI Subsidiary or (y) any TDI Company or TDI Subsidiary, (C) Taxes and Damages arising from a transaction not in the ordinary course of business occurring on the Closing Date after the Purchaser's purchase of the Shares, (D) any Taxes and Damages resulting from a Section 338(g) election, and (E) any breach of any covenant in this Section 4.6. The Purchaser shall discharge its obligation to indemnify the Parent and the Seller against such Tax under this Section 4.6(g)(ii) by paying to the Parent or the Seller an amount equal to the amount of such Tax; provided, however, that if the Parent or the Seller provides the Purchaser with written notice of a Tax under this Section 4.6(g)(ii) at least 30 days prior to the date on which the relevant Tax is required to be paid by the Parent or the Seller, the Purchaser shall, if and to the extent that it is liable for such Tax hereunder, discharge its obligation to indemnify the Parent and the Seller against such Tax by paying an amount equal to the amount of such Tax to the relevant Taxing Authority. The Purchaser shall provide the Parent or the Seller evidence of such payment to the relevant Taxing Authority. Any payment required to be made under this paragraph shall be made not later than 30 days after the receipt of written notice that any such Tax has been incurred.

Tax Indemnification. (1) Subject to Seller shall indemnify the provisions of Section 8.3Acquired Companies, Sellers shall (severally Buyer, and not jointly, based on their respective Ownership Percentages) indemnify, defend each Buyer Indemnitee and hold each Purchaser Indemnitee them harmless from and against (Aa) any Loss attributable to any Breach of or inaccuracy in any representation or warranty made in Section 3.25; (b) any loss attributable to any Breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article 9; (c) all liability for Taxes of the Company but only Acquired Companies or relating to the extent such business of the Acquired Companies for all Pre-Closing Tax Periods; (d) all Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheetof any member of an affiliated, for consolidated, combined or unitary group of which an Acquired Company (or any taxable period that ends predecessor of an Acquired Company) is or was a member on or before prior to the Closing Date and the portion by reason of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of under Treasury Regulation Section 1.1502-6 or otherwiseany comparable provisions of foreign, state or local Law; and (e) for Income any and all Taxes of any person imposed on any Acquired Company arising under the Company principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. Buyer shall indemnify Seller for any other person (other than the Company) which Taxes Seller is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidatedpay with respect to Taxes accrued during the Post-Closing Tax Period by the Acquired Companies; provided, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers however that Buyer shall not be responsible indemnify Seller for any Pre-Closing Taxes, regardless of whether Seller was required to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for pay such Pre-Closing Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership . In each of the Company. above cases, together with any out-of-pocket fees and expenses (2including attorneys’ and accountants’ fees) Purchaser shallincurred in connection therewith. Seller shall reimburse Buyer for any Taxes of the Acquired Companies that are the responsibility of Seller (or Buyer shall reimburse Seller, and shall cause as the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3case may be) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid 9.2 within 30 10 days after payment of such Taxes by Buyer or any Acquired Company (or Seller as the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax paymentsmay be).

Tax Indemnification. (1i) Subject to the provisions of Section 8.3Without duplication, Sellers GPU shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee Buyer and Genco harmless from and against any and all Taxes (Aincluding interest and penalties) all liability for which may be suffered or incurred by Buyer or Genco in respect of or relating to, directly or indirectly (x) Taxes of the Company but only or attributable to Genco for all pre-Closing periods, (y) Taxes of or attributable to Genco with respect to the extent such Taxes exceed the amount accrued for such Taxes in the pre-Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of the Straddle period, and (z) Taxes payable by Genco with respect to any pre-Closing period or Straddle Period ending on by reason of Genco being severally liable for the Closing Date or as a result Tax of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Tax Affiliate pursuant to Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company any analogous state or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser local Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companylaw. (2ii) Purchaser shallWithout duplication, and Buyer shall cause the Company to, indemnify, defend and hold GPU and each Seller Indemnitee of its Affiliates harmless from and against any and all liability for Taxes (including interest and penalties) which may be suffered or incurred by them in respect of or relating to, directly or indirectly (x) Taxes of or attributable to a Purchaser Tax ActGenco with respect to all post-Closing periods, and (y) Taxes of or attributable to Genco with respect to the post-Closing portion of any Straddle Period. (3iii) Any An indemnity payment required to due under this Section 6.8(e)(4) shall be made pursuant to this Section 7.7 shall be paid within 30 thirty (30) days after (i) the indemnified party makes written demand upon in control of the indemnifying partyissue under Section 6.8(e)(3) determines not to contest the issue, but in no case earlier than five business days prior the receipt of a formal notice or assessment from a taxing authority or the occurrence of any other event giving rise to the date on payment subject to an indemnity, or (ii) if the party in control of the issue under Section 6.8(e)(4) determines to contest the issue, the earlier of the signing of a closing agreement or settlement agreement or any other similar agreement with the relevant tax authorities, the receipt of a deficiency notice with respect to which the relevant Taxes are required to be paid to period for filing a petition with the relevant taxing authority (including estimated Tax payments)court has expired, or a decision of any court of competent jurisdiction which is not subject to appeal or as to which the time for appeal has expired.

Tax Indemnification. (1a) Subject to From and after the provisions Closing, the Stockholders shall be liable for, and shall indemnify the Purchaser, its affiliates and each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentagesofficers, directors, employees, stockholders, agents and representatives (the "Purchaser Tax Indemnities") indemnify, defend against and hold each Purchaser Indemnitee them harmless on an after-Tax basis from and against (Ai) all liability for Taxes of the Stockholders, the Company but only and any Subsidiary with respect to any Pre-Closing Tax Periods paid by the extent such Taxes exceed Company or the amount Purchaser after the Closing Date and not accrued for such Taxes in on the Closing Balance Sheet, (ii) all liability for any taxable period that ends on Taxes of the Stockholders arising (directly or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or indirectly) as a result of the transactions contemplated hereby, paid by the Company or any Subsidiary or the Purchaser, (Biii) any breach of any representation or warranty contained in Section 4.16 resulting in any loss, claim, fine, penalty, amounts paid in settlement, liabilities, costs or expenses to the Company or any Subsidiary or the Purchaser, and (iv) all liability for any breach of Sellers’ representations reasonable legal fees and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes expenses of the Company or any other person Subsidiary or the Purchaser attributable to any item in the foregoing clauses. (other than b) The indemnity obligation under this Agreement in respect of Taxes for a Straddle Period shall initially be effected by payment to the CompanyPurchaser by the Stockholders of the excess of (i) which is or has ever been affiliated with such Taxes relating to the Pre-Closing Tax Period over (ii) the amount of such Taxes paid by the Company, the Subsidiaries and the Stockholders or any of their affiliates on or prior to the Closing Date plus the amount of any such Taxes which were accrued and reflected on the Closing Balance Sheet. Such excess initially shall be paid to the Purchaser no later than 10 days prior to the date on which the Tax Return with whom respect to the final liability for such Taxes is required to be filed. If the aggregate amount of such Taxes paid or accrued by the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, the Subsidiaries prior to the Closing. Notwithstanding anything expressed , and by the Stockholders or implied herein any of their affiliates at any time, is exceeded by the amount payable pursuant to the contrarypreceding sentence, Sellers the Stockholders shall not be responsible pay to indemnify, defend or hold harmless any the Purchaser Indemnitee from any the amount of such excess within 10 days after the Tax Return with respect to the final liability for such Taxes attributable is required to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required be filed. The payments to be made pursuant to this Section 7.7 9.4 with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870AD or successor form, or similar state or local Tax form) with respect to Straddle Period Taxes. (c) Any indemnity payment to be made under this Section 9.4, other than an indemnity payment described in the immediately preceding paragraph, shall be paid within 30 10 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five ten business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority Taxing Authority (including as estimated Tax payments). (d) Any refund or credit of Taxes of the Company or any Subsidiary for any taxable period ending on or before the Closing Date or any Straddle Period shall be for the account of the Company; provided, however, any such refund or credit will reduce any amount for which the Stockholders are liable pursuant to this Section, to the extend such Taxes were paid prior to the Closing Date or accrued on the Closing Balance Sheet, and are not related to the carryback by the Company of any net operating loss, capital loss or similar items incurred after the Closing Date. Any refund or credit of Taxes of the Company or any Subsidiary for any Post-Closing Tax Period shall be for the account of the Company. Each party shall, or shall cause its affiliates to, forward to any other party entitled under this Section 9.4(d) to any refund or credit of Taxes any such refund within 10 days after such refund is received or reimburse such other party for any such credit within 10 days after the credit is allowed or applied against any other Tax liability; provided, however, that any such amounts shall be net of any Tax cost or benefit to the payor party attributable to the receipt of such refund and/or the payment of such amounts to the payee party. Notwithstanding the foregoing, the control of the prosecution of a claim for refund of Taxes paid pursuant to a deficiency assessed subsequent to the Closing Date as a result of an audit shall be governed by the provisions of Section 8.4(d)(ii). (e) In the event of any conflict between the provisions of this Section 9.4 and other Sections of this Agreement regarding the indemnification of any loss for Taxes, the provisions of this Section 9.4, and not those other Sections, shall be controlling.

Tax Indemnification. Each Seller shall indemnify and hold harmless, (1) Subject provided, however, CHG shall indemnify and hold harmless solely to the provisions extent applicable to CHG) all Purchaser Indemnified Parties from and against any and all Damages suffered or incurred by any of Section 8.3them resulting from, Sellers shall (severally and not jointlyarising out of, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against or relating to: (A) any and all liability for 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) such Tax is not being collected by Purchaser or the applicable Purchaser Affiliate in respect of the Company but only 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 periods on or prior to the Closing Date, and (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 Taxes exceed the amount accrued for such Taxes Damage arises out of a change in the Closing Balance Sheet, for any taxable period that ends on or before law after the Closing Date and the portion affecting Purchaser's obligation to collect such Tax; (B) any liability for sales, use or other similar Taxes assessed in respect of any Straddle Period ending 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 (or the date of the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing); (D) any Taxes for which any Seller is liable pursuant to Section 2.5 or Section 5.3(c) hereof; and (E) any Taxes asserted against Purchaser or any of its Affiliates 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 the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes its purchase of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the CompanyPurchased Assets pursuant hereto. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1) Subject If the Closing occurs, each Offshore Seller, solely with respect to the provisions Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I, severally in accordance with the percentage of Section 8.3, Sellers shall (severally Blocker Shares owned by such Offshore Seller in such Blocker Corporation and not jointly, based on their respective Ownership Percentages) shall indemnify, defend defend, and hold each Purchaser Indemnitee harmless the Buyer Indemnified Parties (as defined in Section 8.2) from and against any and all Losses (Aas defined in Section 8.2) all liability asserted against or suffered by any Buyer Indemnified Party relating to, resulting from, or arising out of: (i) any Taxes imposed on the Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I for any Pre-Closing Period or the portion of any Straddle Period that ends on the Closing Date (as determined pursuant to Section 7.4); (ii) any Taxes imposed on the Blocker Corporation set forth opposite such Offshore Seller’s name on Schedule I under Treasury Regulations Section 1.1502-6 (or any corresponding provision of the Company but only state, local or foreign law) as a result of being a member of any federal, state, local, or foreign consolidated, unitary, combined, or similar group on or prior to the extent Closing Date; and (iii) any Taxes imposed on the Blocker Corporation set forth opposite of such Taxes exceed the amount accrued for Offshore Sellers’ name on Schedule I with respect to any Person (other than such Taxes in the Closing Balance Sheet, Blocker Corporation) imposed on such Blocker Corporation for any taxable period that ends as a transferee or successor by applicable Law, Contract or otherwise (excluding any lease, loan, or similar commercial agreement the principal purpose of which is unrelated to Taxes), where the liability of such Blocker Corporation for such Taxes is attributable to a transaction occurring on or before the Closing Date and the portion of other than any Straddle Period ending transaction occurring on the Closing Date or as a result after the Closing has occurred. For the avoidance of the transactions contemplated herebydoubt, (Bno Offshore Seller shall have any indemnification obligation under this Section 7.3(e) all liability for any breach Losses relating to, resulting from, or arising out of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income any Taxes of the Company or imposed on any other person (Blocker Corporation other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the PurchaserBlocker Corporation set forth opposite such Offshore Seller’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date name on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).Schedule I.

Tax Indemnification. (1a) Subject Except as otherwise provided herein, SALD and the Entity Sellers (but for the Entity Sellers, only with respect to the provisions Taxes attributable to the Transferred Subsidiaries of Section 8.3which such Entity Sellers were the Sellers) shall be jointly and severally liable to the Purchaser Indemnified Parties and shall, Sellers shall unless otherwise directed by Purchaser, pay to Purchaser an amount equal to any liability of the Licensee or Transferred Subsidiaries for the following Taxes (severally and not jointlyincluding, based without limitation, any obligation to contribute to the payment of a Tax determined on their respective Ownership Percentages) indemnifya consolidated, defend and hold each Purchaser Indemnitee harmless from and against (A) all combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Licensees or Transferred Subsidiaries, but excluding any unpaid Taxes treated as a current liability for Taxes purposes of computing the Company but only to Working Capital Surplus or Shortfall, as the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, case may be) for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of any Straddle Period such taxable year ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable year or period ending on or before the Closing Date shall be referred to collectively as "Pre-Closing Periods"): (i) Taxes imposed on the Licensees or Transferred Subsidiaries or for which the Licensees or Transferred Subsidiaries may otherwise be liable pursuant to federal, state, local or non-U.S. law; (ii) Taxes (including any Taxes which may relate to a Post- Closing Period, as defined in Section 8.4 (b), below) attributable to any other person for which the Licensees or Transferred Subsidiaries are liable under Treas. Reg. Section 1. 1502-6 (or any similar provision of state, local or non-U.S. law); (iii) Taxes triggered by Section 178 to 180 of the TCGA (or -45- any similar provision of federal, state, local or non-U.K. law) arising out of any Transferred Subsidiary or Licensee ceasing to be a member of an affiliated group; and (iv) Taxes required to be paid or reimbursed by SALD or any Entity Seller under Section 5.6(a) (to the extent such Taxes have not been paid by SALD or such Entity Seller). SALD and the Entity Sellers shall not be required to make indemnity payments under this Section 8.4 resulting solely from any action taken by Purchaser or Purchaser Indemnified Parties (other than an action taken pursuant to Section 5.6(b)) that results in additional Tax attributable to any Pre-Closing Period. In addition, the amount of any liability for Taxes required to be indemnified by SALD and the Entity Sellers under this Section 8.4 shall be reduced by the amount of any actual reduction in Taxes that Purchaser or any of its Affiliates actually realizes in a Post-Closing Period solely as a result of the transactions contemplated herebypayment or accrual of the Tax with respect of which SALD and the Entity Sellers are required to make the indemnity payment, which reduction in Taxes, if any, shall be determined after taking into account the tax effect of the indemnity payment. (Bb) all liability Purchaser shall be liable for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) shall indemnify SALD for Income the Taxes of the Company Transferred Subsidiaries for any taxable year or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing DateDate and, including with respect to any portion of a Straddle Period that begins taxable year or period beginning before and ending after the Closing Date, resulting from the Purchaser’s direct or indirect ownership portion of such taxable year beginning after the Closing Date (the "Post-Closing Period"). Purchaser shall be entitled to any refund of Taxes of the CompanyTransferred Subsidiaries received by SALD or any Entity Seller for such Post-Closing Periods. (2c) Purchaser shall, shall be liable for and shall cause indemnify SALD for all Transfer Taxes payable by Purchaser as described in Section 5.10. Any indemnity payments to or from SALD or the Company toEntity Sellers or to or from the Purchaser Indemnified Parties pursuant to this Agreement, indemnifywhether under this Section 8.4 or otherwise, defend shall be treated by the Purchaser Indemnified Parties and hold each Seller Indemnitee harmless from and against SALD or the Entity Sellers as Purchase Price adjustments for all liability for Taxes attributable to a Purchaser Tax Actpurposes. (3d) Any indemnity payment required to be made pursuant to this Section 7.7 refunds or credits of Taxes received by the Transferred Subsidiaries (or their successors) for any Pre-Closing Period, other than (i) any amount reflected as a Current Asset on the Closing Date Financial Statements or (ii) any amount resulting from a carryback or other application of losses credits or other items from a Post-Closing Period, shall be paid by Purchaser promptly (and in any event within 30 days after the indemnified party makes written demand no more than 10 Business Days) upon the indemnifying party, but in no case earlier than five business days prior receipt by it to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)SALD.

Tax Indemnification. (1a) Subject to the provisions of Section 8.3Arch Parent and Seller shall be liable to, Sellers and shall (severally and not jointlyindemnify, based on their respective Ownership Percentages) indemnifyprotect, defend and hold each harmless the Purchaser Indemnitee harmless Indemnified Parties (as hereinafter defined) against any and all claims, losses, damages, liabilities, assessments, settlements, costs and expenses arising from and against (A) all or in connection with any liability for Taxes of AIIHC or any Subsidiary (“Tax Losses”) sustained by any Purchaser Indemnified Party attributable or otherwise relating to (i) any Pre-Closing Tax Period (as hereinafter defined) and (ii) any liability pursuant to Treasury Regulations Section 1.1502-6 (or any comparable provision under state, local or foreign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group) for any Pre-Closing Tax Period; provided, however, that with respect to current period Taxes not due and payable as of the Company but Closing Date, the Purchaser Indemnified Parties shall be entitled to indemnity pursuant to this Section 5.01(a) only to the extent that the amount of such Taxes exceed exceeds the amount accrued for such Taxes on the financial statements of AIIHC and any Subsidiary prepared in the accordance with GAAP. Purchaser shall be liable to, and shall indemnify, protect, defend and hold harmless Seller Indemnified Parties (as hereinafter defined) against any and all Tax Losses sustained by any Seller Indemnified Party attributable or otherwise relating to any Post-Closing Balance Sheet, for any Tax Period (as hereinafter defined). The term “Pre-Closing Tax Period” shall mean all taxable period that ends periods ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax taxable period that begins includes (but does not end on) the Closing Date. The term “Post-Closing Tax Period” shall mean all taxable periods that begin after the Closing Date, including any Date and the portion of a Straddle Period that begins beginning on the day after the Closing Date of any taxable period that includes (but does not end on) the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject From and after the Closing, Seller shall indemnify, save and hold harmless the Buyer Indemnified Parties from and against, without duplication: (i) any and all Damages arising out of or resulting from the breach of any 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 Buyer Indemnified Parties have made a claim for indemnification pursuant to this Section 10.3 with respect to such breach prior to the provisions expiration of such representation or warranty as set forth in Section 8.310.1; and (ii) any and all Damages arising out of or resulting from any breach by Seller of any covenant contained in Section 5.8. (b) From and after the Closing, Sellers Buyer, jointly and severally, shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend save and hold each Purchaser Indemnitee harmless the Seller Indemnified Parties from and against (A) against, without duplication any and all liability for Taxes Damages arising out of or resulting from the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion breach by Buyer of any Straddle covenant contained in Section 5.8. STRICTLY CONFIDENTIAL (c) If a claim shall be made by any 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 notice provisions set forth in Section 10.2(c) shall apply. (d) With respect to any Tax Claim relating to a Tax Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the ClosingClosing Date, Seller shall, upon written notification to Buyer, control all Proceedings and may make all decisions relating to such Tax Claim (including selection of counsel) at its own expense. Notwithstanding anything expressed or implied herein Buyer and Seller shall jointly control all Proceedings relating to the contrary, Sellers shall not be responsible any Tax Claim for a Straddle Period. With respect to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable Tax Claim relating to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins Period beginning after the Closing Date, 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 other party if it decides not to control the defense or settlement of any portion of a Straddle Period that begins after Tax Claim which it is entitled to control pursuant to this Agreement, and the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companyother party shall thereupon be permitted to defend and settle such Proceeding. (2e) Purchaser shall, and Any payment for indemnification obligations made to Buyer arising under this Section 10.3 shall cause be deemed to be an adjustment to the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax ActPurchase Price. (3f) Any indemnity payment required to be made pursuant to Payment for indemnification obligations arising under this Section 7.7 10.3 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior subject to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)limitations set forth in Section 10.4.

Tax Indemnification. (1a) Subject During the Indemnification Period (or thereafter solely with respect to any claim for indemnification for which notice has been given prior to the provisions expiration of Section 8.3the Indemnification Period, Sellers shall (severally each of the Stockholders, TCC and not jointlyTCLP hereby agrees, based on their respective Ownership Percentages) indemnifyjointly and severally, defend to indemnify and hold each Purchaser Indemnitee harmless Western and its Affiliates from and against (Ai) all liability for Taxes of TIM, ▇▇e Partnership, the Company but only Stockholders, TCC and TCLP (including any liability for Taxes by reason of such Person's or the Partnership being included in a Federal or state consolidated, combined or unitary return) attributable to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any a taxable period that ends ending before or on or before the Closing Effective Date (including any Tax liabilities resulting from the transactions contemplated by this Agreement), and the portion of any Straddle Period ending on taxable period that includes (but does not end on) such day (in the Closing Date or as case of a result taxable period that includes (but does not end on) the Effective Date, the portion of the transactions contemplated herebyTax for which the Stockholders, (BTCC or TCLP shall be liable shall be calculated by multiplying the Tax for the entire period by a fraction, the numerator of which shall be the number of days during such period prior to the Effective Date and the denominator of which shall be the total number of days during such period) all and, in the case of any liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of arising under Treasury Regulation Section 1.1502-6 6(a) (or any corresponding provision of state or local law), attributable to any taxable period beginning before the Effective Date, and amounts payable after the Effective Date with respect to liability for Taxes arising before the Effective Date pursuant to any written or unwritten agreement entered into before the Effective Date for the allocation or payment of or with respect to Tax liabilities or benefits ("Tax Sharing Arrangements"; such amounts being included in the definition of "Taxes" for purposes of this Section 7.03), to the extent such Taxes, in the aggregate, exceed the reserve therefor on the Effective Date Balance Sheets and (ii) any liability for out-of-pocket fees, costs and expenses (including reasonable attorney's fees) arising out of or incident to any Tax indemnified hereunder. If any amount for which each of the Stockholders, TCC or TCLP is to indemnify Western and its Affiliates (including the Surviving Corporation) pursuant to the immediately preceding sentence is, subject to the Stockholders', TCC's or TCLP's rights under Section 7.03(b), determined to be payable (whether as a payment of estimated tax or otherwise) for Income Taxes of after the Company Effective Date, the Stockholders, TCC and TCLP shall pay or any other person (other cause to be paid to Western such amount no later than the Companylater of (A) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined five (or is or has ever been required to join5) in filing any consolidated, combined or unitary Return, prior Business Days after Western gives notice to the Closing. Notwithstanding anything expressed or implied herein to Stockholders of both the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after amount due and the Closing date such amount is due and payable (the "Due Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. ") and (2B) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. three (3) Business Days before the Due Date. Amounts described in clause (ii) shall be reimbursed as incurred. Any indemnity payment required to be made pursuant hereunder and not made at the time specified in the preceding two sentences shall bear interest at the prime rate of The Toronto-Dominion Bank as in effect from time to this Section 7.7 shall be paid within 30 days after time or such higher rate actually payable by the indemnified party makes written demand upon on the indemnifying partydelayed payment of the Taxes being indemnified, but in no case earlier than five business days prior calculated from the date such payment was required to be made hereunder to the date on which such payment is actually received by the relevant Taxes are required indemnified party. "Taxes" shall mean all taxes of any kind, including those on, or measured by or referred to be paid to the relevant taxing authority (including estimated Tax payments).as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or

Tax Indemnification. 8.2.1 The Seller shall indemnify the Purchaser from any Pre-Effective Date Tax due by any of the Group Companies after the Effective Date (1) Subject a Tax Indemnification Claim), but only if and to the provisions of Section 8.3extent, Sellers shall that: (severally and a) the Pre-Effective Date Tax has not jointlybeen paid on or prior to the Effective Date; (b) neither the Purchaser, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for Taxes nor any Affiliates of the Company but only Purchaser including, after the Closing, the Group Companies (i) are entitled to an indemnification, reimbursement or any other kind of recovery with respect to the extent such Taxes exceed respective Pre-Effective Date Tax against a party other than a Group Company or (ii) have already received a corresponding indemnification payment; (c) the amount accrued for such Taxes in Pre-Effective Date Tax is not caused or triggered by (i) any measure with retroactive effect on the Closing Balance Sheet, for any taxable period that ends on Pre-Effective Date Period initiated by the Purchaser or before the Closing Date and the portion of any Straddle Period ending on Group Companies after the Closing Date or (ii) any change of a Tax Return relating to a Pre-Effective Date Tax or in the exercise of any Tax election right for a Pre-Effective Date Period, unless required under mandatory law or requested and approved in writing by the Seller following the Closing Date; (d) the Pre-Effective Date Tax cannot or could not be avoided by offsetting taxable profits against any Tax loss carrybacks or Tax loss carryforwards created in the Pre-Effective Date Period; (e) the Pre-Effective Date Tax does not correspond to or cannot be offset against a Tax Benefit related to periods after the Effective Date which can also arise at a different type of Tax and which is based on a circumstance having triggered the Tax Indemnification Claim and occurring at the tier of a Group Company or at the tier of the Purchaser or an Affiliate of the Purchaser; whereby it is understood that the amount of the Tax Benefit, by which the Tax Indemnification Claim shall be reduced, shall be equal to the aggregate of: (i) the amount of all Tax Benefits (without discounting) that have already been received (including, but not limited to, by way of set-off, deduction or Tax credit) by a Group Company or at the tier of the Purchaser or an affiliate of the Purchaser when the Tax Indemnification Claim would have fallen in principle due pursuant to clause 8.2.2 (Tax Indemnification Due Date); plus (ii) the net present value of all remaining Tax Benefits after the Tax Indemnification Due Date, whereby the net present value shall be determined by applying a discount rate of nine point one per cent (9.1%) per annum for the period commencing on the Tax Indemnification Due Date until the time on which the respective Tax Benefit is likely to occur and by assuming that the respective Group Company, the Purchaser and its affiliates (as the case may be) are taxed on a stand-alone basis, are sufficiently profitable and that Tax rates as applicable on the Tax Indemnification Due Date apply for the entire relevant period; (f) this agreement does not provide otherwise that the Tax shall be borne by the Purchaser; (g) the Tax does not arise or is not increased as a result of a change in law after the transactions contemplated herebyEffective Date; and (h) the aggregate amount of all Pre-Effective Date Taxes paid by a Group Company after the Effective Date and not already excluded under any provision of this clause 8.2 above exceeds the aggregate amount of all Tax liabilities and Tax accruals included in item “Accrued Liabilities” listed under “Net Working Capital” in Annex 3.1.2 (Cash, Debt and Net Working Capital). 8.2.2 A Tax Indemnification Claim shall become due and payable fifteen (B15) all liability for Business Days after the Seller has been notified in writing by the Purchaser about the payment obligation and the corresponding payment date if any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as has received a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes copy of the Company underlying Tax assessment or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership payment order of the Company. Tax Authority (2) Purchaser shall, including sufficient documents and shall cause information to review and assess the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity amount of the tax indemnification payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying partyincluding any qualifications under clauses 8.2.1(a) through 8.2.1(h)), but in no case earlier than five business days three (3) Business Days prior to the date on at which the relevant Taxes are required Tax to be paid indemnified is due and payable to the relevant taxing authority Tax Authority. 8.2.3 If the Tax underlying the Tax Indemnification Claim is subsequently reduced, the difference between the higher payment on the Tax Indemnification Claim and the lower Tax amount shall be reimbursed by the Purchaser to the Seller, including all interests related thereto, within fifteen (including estimated Tax payments)15) Business Days after the reduction has become effective. Clause 8.3.2 below shall apply mutatis mutandis.

Tax Indemnification. (1a) Subject Seller hereby indemnifies each Buyer Indemnified Party against and agrees to hold each Buyer Indemnified Party harmless from any Covered Tax and any Damages arising out of or incident to the provisions imposition, assessment or assertion of Section 8.3any Covered Tax (together, Sellers shall a “Tax Loss”). (severally and not jointly, based on their respective Ownership Percentagesb) indemnify, defend and hold each Purchaser Indemnitee harmless from and against For purposes of the determination of the Covered Tax described in Clause (A) all liability for Taxes of the Company but only definition thereof in respect of a Straddle Tax Period, (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, the extent such Taxes exceed definition of Covered Tax shall be deemed to include the amount accrued of such Tax for such Taxes the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Closing Balance Sheet, for any taxable Tax period that ends ending on or before and including the Closing Date and the portion denominator of which is the number of days in the entire Tax period, and (y) in the case of any Straddle Period ending Tax based upon or related to income (which, for the avoidance of doubt, includes capital gains) and any gross receipts, sales or use Tax, the definition of Covered Tax shall be deemed to include the amount that would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company and its Subsidiaries. (c) Buyer agrees to give prompt notice to Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder that Buyer deems to be within the ambit of this Section 8.03 (specifying with reasonable particularity the basis therefor) and will give Seller such information with respect thereto as Seller may reasonably request. Seller may, at its own expense, (xviii) participate in and (xix) with respect to any suits, actions or proceedings (including Tax audits) that relate solely to Pre-Closing Tax Periods, assume the defense of any such suit, action or proceeding (including any Tax audit); provided that (A) Seller shall have furnished Buyer with evidence that Seller has adequate resources to defend such suit, action or proceeding and fulfill its indemnity obligations hereunder, (B) Seller shall thereafter consult with Buyer upon Buyer’s reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax audit) and (C) Seller shall not, without Buyer’s consent, which consent shall not be withheld unreasonably, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Buyer or any of its Affiliates. Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller and Seller shall not assert that the Tax Loss, or any portion thereof, with respect to which Buyer seeks indemnification is not subject to indemnification. Buyer shall not settle any suit, action or proceeding in respect of which indemnity may be sought hereunder without the consent of Seller, which consent shall not be withheld unreasonably. Seller shall pay the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense of a suit, action or proceeding (including any Tax audits) that relate solely to Pre-Closing Tax Periods or covered Taxes. Whether or not Seller chooses to defend or prosecute any claim, each party shall cooperate, and cause their respective Affiliates to cooperate in the defense or prosecution thereof. (d) Seller shall not be liable under this Section 8.03 with respect to any Tax resulting from a claim or demand the defense of which Seller was not offered the opportunity to assume as provided under Section 8.03(c) to the extent Seller’s liability under this Section 8.03 is adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Seller of any liability hereunder. (e) Any claim of any Buyer Indemnified Party under this Section 8.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Party. (f) Except to the extent resulting from the carryback of any Tax Asset arising in Post-Closing Tax Period, if Buyer, the Company or any of the Company’s Subsidiaries receives any refund of, or any amount credited against, any Tax that relates to a Pre Closing Tax Period, Buyer shall (A) in the case of a refund, pay Seller the amount of any such refund, reduced by any net Tax required under Applicable Law to be paid by Buyer, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates with respect thereto and net of any Tax effect on Buyer, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates attributable to the reduction in any Tax Asset as a result of the transactions contemplated hereby, receipt of such refund (B) all liability for other than any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes Tax Asset of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company’s Subsidiaries that arose in a Pre-Closing Tax Period), and (B) in the case of a credit, pay to Seller at such time or times as such credit is actually utilized, the excess of (I) the amount of Taxes that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by Buyer, the Company or any of the Company’s Subsidiaries in the absence of such credit over (II) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability that would have been receivable) by Buyer, the Company or any of the Company’s Subsidiaries. Buyer shall take such steps as may be reasonably available to secure any refund or credit (i) set forth on Schedule 8.03(f) or (ii) if Seller has notified Buyer of the availability of such refund or credit and Buyer reasonably determines that such refund or credit is allowable. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3g) Any indemnity payment required to be made indemnification obligation pursuant to this Section 7.7 Article 8 shall be paid within 30 days after satisfied as follows: (i) first, by a reduction in the indemnified party makes written demand upon outstanding amount of the indemnifying partyTerm Loan by the full amount of such indemnification obligation and (ii) second, but in no case earlier than five business days prior by recourse directly against the Seller to the date on which extent such indemnification obligation cannot be satisfied by the relevant Taxes are required outstanding amount of the Term Loan (giving effect to be paid to the relevant taxing authority (including estimated Tax paymentsall other indemnification obligations of Seller outstanding at such time).

Tax Indemnification. (1a) Subject Company agrees to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each Purchaser Indemnitee Buyer Indemnified Parties harmless from and against any and all Losses in respect of: (Ai) all liability for Taxes of the Company but only to and its Affiliates (other than the extent such Seller) for any taxable period; (ii) all Taxes exceed of the amount accrued for such Taxes in the Closing Balance Sheet, Seller and Ryvyl EU (A) for any taxable period that ends ending on or before the Closing Date and (B) for the portion of any Straddle Period ending on the Closing Date Date; (iii) any Loss attributable to a breach of or as inaccuracy in any representation or warranty made in Section 5.12; (iv) any Loss attributable to the failure of a result Company Group member to perform any of the transactions contemplated hereby, its covenants or agreements contained in this ARTICLE VIII; (Bv) all Taxes of any member of an affiliated, consolidated, or combined group of which the Seller is or was a member on or prior to the Closing Date by reason of a liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of under Treasury Regulation Section 1.1502-6 or otherwiseany comparable provision of foreign, state or local Law; and (vi) all Taxes of any person imposed on the Seller arising under the principles of transferee or successor liability or by contract relating to an event or transaction occurring before the Closing Date. (b) ▇▇▇▇▇ agrees to indemnify and hold the Company Indemnified Parties harmless from and against any and all Losses in respect of: (i) all Taxes imposed on the Seller (A) for Income Taxes any taxable period beginning after the Closing Date and (B) for the portion of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins Straddle Period beginning after the Closing Date, including ; and (ii) any portion Loss attributable to the failure of a Straddle Period that begins Buyer or the Seller (after the Closing Date, resulting from the Purchaser’s direct Closing) to perform any of their covenants or indirect ownership of the Companyagreements contained in this ARTICLE VIII. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3c) Any indemnity payment required to be made indemnification payments pursuant to this Section 7.7 ARTICLE VIII shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior treated as an adjustment to the date on which Purchase Price by the relevant Taxes are parties for Tax purposes, unless otherwise required to be paid to the relevant taxing authority (including estimated Tax payments)by Law.

Tax Indemnification. (1) Subject to Except as otherwise provided herein, Seller shall indemnify the provisions of Section 8.3, Sellers shall (severally Company and not jointly, based on their respective Ownership Percentages) indemnify, defend Purchaser and hold each Purchaser Indemnitee them harmless from and against any loss, claim, liability, expense, or other damage attributable to (Ai) all liability for Taxes (or the non-payment thereof) of the Company but only to or for which the extent such Taxes exceed the amount accrued Company is liable for such Taxes in the Closing Balance Sheet, for any all taxable period that ends periods ending on or before the Closing Date and the portion though the end of any Straddle Period ending on the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), including any Corporate Tax Liability Amount in excess of any Corporate Tax Liability Amount set off against the Holdback Amount pursuant to this Agreement, (ii) all Taxes of any member of an affiliated, consolidated, combined or as a result unitary group of which the Company (or any predecessor of any of the transactions contemplated herebyforegoing) is or was a member on or prior to the Closing Date, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of including pursuant to Treasury Regulation Section §1.1502-6 or otherwiseany analogous or similar Law, and (iii) for Income any and all Taxes of the Company or any other person Person (other than the Company) which is or has ever been affiliated with the Company, or with whom imposed on the Company joins as a transferee or has ever joined (successor, by Contract or is pursuant to any Law, which Taxes relate to an event or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to transaction occurring before the Closing. Notwithstanding anything expressed or implied herein to ; provided however, that in the contrarycase of clauses (i), Sellers (ii) and (iii) above, Seller shall not be responsible liable to indemnifythe extent that such Taxes do not exceed the amount, defend or hold harmless if any, reserved for such Taxes (excluding any Purchaser Indemnitee from any liability reserve for deferred Taxes attributable established to a Purchaser reflect timing differences between book and income Tax Act, or any increase in Taxes or loss of Tax benefits income) on the Closing Balance Sheet as finalized (rather than in any tax period that begins after notes thereto) and taken into account in determining any adjustment to the Closing Date, including Purchase Price pursuant to Section 1.4 or Section 1.6. Seller shall reimburse Purchaser for any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership Taxes of the Company. (2) Purchaser shall, and shall cause Company that are the Company to, indemnify, defend and hold each responsibility of Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 6.11(b) within fifteen (15) Business Days after written demand therefor and payment of such Taxes by Purchaser or the Company. In the case of any claim for Tax indemnification for Taxes determined to be payable by the Company or a successor thereto, the indemnity obligation under this Section 6.11 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior interpreted as running from Seller to the date on which the relevant Taxes are required Company and, if it cannot be so characterized, it shall be considered to be paid to the relevant taxing authority (including estimated Tax payments)a Purchase Price adjustment under this Agreement.

Tax Indemnification. (1a) Subject From and after the Closing, Seller shall indemnify the Purchaser Indemnitees against any Indemnified Taxes; provided that Seller shall not indemnify any Purchaser Indemnitee under this Section 9.03(a) to the provisions extent that (x) the Tax is attributable to or results from any action or prohibited action described in Section 6.05 hereof, including an election made or deemed made by Purchaser under Section 338(g) of Section 8.3the Code or any comparable provision of any state, Sellers shall local or foreign Law, (severally y) the Tax was specifically included in Closing Working Capital and not jointly, based on their respective Ownership Percentagestaken into account in determining the Final Purchase Price or (z) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability with respect to Taxes for Taxes the Tax year of the Company but only to that includes the extent such Taxes exceed date hereof, the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on Tax arises or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or is increased as a result of any act or transaction after Closing of the transactions contemplated herebyPurchaser or the Company outside of the ordinary course of business, (B) all liability or merger or restructuring after the Closing by the Purchaser or the Company, including, for any breach the avoidance of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes doubt, changing the taxable period of the Company for Tax reporting purposes that includes the date hereof, in each case, except as required by applicable Law or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) as requested in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companywriting by Seller. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3b) Any indemnity payment required to be made pursuant to under this Section 7.7 9.03 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes (including any estimated Tax payments) are required to be paid to the relevant taxing authority Taxing Authority. (c) In the case of any Straddle Period, the amount of any Taxes based on or measured by income, receipts, sales, value added, use or payroll of the Company for the portion of the Straddle Period that precedes the Closing Date shall be determined based on an interim closing of the books as of the end of the Closing Date (and such amount shall be deemed allocable to the Pre-Closing Tax Period), and the amount of any other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including estimated Tax paymentsthe Closing Date and the denominator of which is the total number of days in such Straddle Period. (d) The indemnification obligations set forth in Section 9.03 shall survive the Closing until 30 days after the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof); provided that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or a related party thereto, or any person on behalf of such indemnified person or related party, shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

Tax Indemnification. (1) Subject to the provisions of Section 8.3, Sellers shall (severally indemnify each Company, its Subsidiaries, Buyer, and not jointly, based on their respective Ownership Percentages) indemnify, defend each Buyer Affiliate and hold each Purchaser Indemnitee them harmless from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (Ai) all liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m4(k) and above; (Cii) all liability Taxes (as or the non-payment thereof) of each Company and its Subsidiaries for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which either Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a result of member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or otherwiseany analogous or similar state, local, or foreign law or regulation, and (iv) for Income any and all Taxes of the Company or any other person (other than the Companya Company and its Subsidiaries) which is imposed on either Company or has ever been affiliated with the Companyany of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or with whom the Company joins regulation, which Taxes relate to an event or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to transaction occurring before the Closing. Notwithstanding anything expressed or implied herein to ; provided, however, that in the contrarycase of clauses (i), (ii), (iii) and (iv) above, Sellers shall not be responsible liable only to indemnifythe extent that Buyers are required to pay any Taxes that are the responsibility of Sellers and only in the amount such Taxes exceed the amount, defend or hold harmless if any, reserved for such Taxes (excluding any Purchaser Indemnitee from any liability reserve for deferred Taxes attributable established to a Purchaser reflect timing differences between book and Tax Act, or any increase in Taxes or loss income) on the face of Tax benefits the Final Closing Balance Sheet (rather than in any tax period that begins after notes thereto) and taken into account in determining the Closing Date, including Purchase Price Adjustment. Sellers shall reimburse Buyer for any portion Taxes of a Straddle Period that begins after either Company or its Subsidiaries which are the Closing Date, resulting from the Purchaser’s direct or indirect ownership responsibility of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made Sellers pursuant to this Section 7.7 shall be paid within 30 days after 9(a) in the indemnified party makes written demand upon the indemnifying party, but manner set forth in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax paymentsSection 8(e).

Tax Indemnification. 8.3.1 The Seller agrees to indemnify and hold harmless the Purchaser or, upon decision of the Purchaser, the Company from and against all Taxes due and payable by the Company (1) Subject arising from a breach of the Tax Representations; and/or (2) allocable to Tax assessment periods (steuerliche Veranlagungs- oder Erhebungszeiträume) or portions thereof or otherwise to time periods ending on or before the Closing Date, in each case irrespective of when such Taxes are assessed, due or payable (the “Indemnifiable Taxes”) by paying an amount equal to such Indemnifiable Taxes to the provisions of Section 8.3Purchaser (“Tax Indemnification Payment”), Sellers shall (severally if and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for Taxes of the Company but only to the extent that such Indemnifiable Taxes exceed the amount accrued for such Taxes in have not been paid before or on the Closing Balance SheetDate. Sec. 8.3.4 sentence 2 which refers to interest incurred after the Closing Date on Taxes subject to indemnification remains unaffected thereby. 8.3.2 With regard to Tax assessment periods or portions thereof beginning before or on the Closing Date and ending after the Closing Date (“Straddle Tax Periods”), for any taxable period that ends the Seller shall indemnify and hold harmless the Purchaser and the Company on the basis of an “as if assessment” as per the Closing Date if the Taxes (i) are assessed based on Tax assessment periods (steuerliche Veranlagungs- oder Erhebungszeiträume), which begin before or on the Closing Date and ending after the Closing Date, and (ii) are based on income, profit or turnover as the Tax assessment base (Bemessungsgrundlage). Under the “as if assessment”, the portion of the Taxes allocable to periods ending on or before the Closing Date and shall be determined as if the portion of any Straddle Period ending relevant Tax assessment period (steuerlicher Veranlagungs- oder Erhebungszeitraum) ended on the Closing Date Date. To the extent that income, profit or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes turnover of the Company results from transactions of periods ending on or any other person (other than before the Company) which is Closing Date, such income, profit or has ever been affiliated with turnover shall be allocated to periods before the CompanyClosing Date; to the extent that income, profit or with whom turnover of the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee results from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss transactions of Tax benefits in any tax period that begins periods ending after the Closing Date, including any portion such income, profit or turnover shall be allocated to periods after the Closing Date. 8.3.3 The Seller shall grant the indemnity for Taxes unless, and except to the extent, that such Tax liabilities (1) are shown or provided for in the Company’s Financial Statements; or (2) are subject of a Straddle Period valid, collectible (werthaltig) and enforceable (endgültig vollstreckbar) claim of the Company for repayment or indemnification against a third party; or (3) are the result of a reorganization or other measures initiated by Purchaser other than the violation of a blocking period (steuerliche Behalte- oder Sperrfrist im Sinne des Ertrag-, einschließlich des Umwandlungssteuerrechts) provided that begins such blocking period has been triggered prior to or on the Closing Date; or (4) result from additional taxable income before the Closing Date, which will lead to Tax benefits by refund, set-off or reduction of Taxes in Tax assessment periods or portions thereof or otherwise in time periods starting on or after the Closing Date, e.g. resulting from the Purchaser’s direct lengthening of depreciation periods or indirect ownership higher depreciation allowances (Phasenverschiebung); such Tax benefits shall be calculated by applying an overall Tax rate of 30% discounted over five (5) years at a rate of 8% . 8.3.4 Indemnification payments due by the Seller under this Section 8 shall be made within 10 (ten) Business Days following written notice by the Purchaser to the Seller, or at the election of the Purchaser, to the Company. , provided that the payment of such amounts to the Taxing Authority is due and that the Seller shall not be required to make any payment earlier than 10 (2ten) Purchaser shallBusiness Days before such Taxes are due to the Taxing Authority. In case of any Tax being contested in accordance with Section 8.7.2, payment of such Tax including any interest thereon to the Taxing Authority will be considered due no earlier than on the date a final (bestandskräftig) determination to such effect is made by either the Taxing Authority or a court of jurisdiction, provided that the Taxing Authority has granted relief from paying the assessed Tax until such Tax becomes final and binding. If this is not the case, the Seller shall cause make a respective advance indemnification payment to the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability Purchaser. If the final amount to be indemnified for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required and to be paid to is lower than the relevant taxing authority (advance indemnification payment by the Seller, then the difference shall be reimbursed by the Purchaser, including estimated Tax payments)all interest earned thereon, if any.

Tax Indemnification. (1) Subject to Section 8.5.1 From and after the provisions of Section 8.3Effective Time, Sellers shall (severally the Participating Holders, severally, and not jointly, based on their each in accordance with its respective Ownership Percentages) indemnifyPercentage Share, defend shall indemnify Parent and Parent’s affiliates and hold each Purchaser Indemnitee them harmless from and against (Awithout duplication) any Damages attributable to any and all liability for Taxes (or the non-payment thereof) of the Company but only or any Company Subsidiary for the Pre-Closing Tax Period except to the extent such Taxes exceed are reflected in the amount accrued reserve for such Tax liability (rather than any reserve for deferred Taxes in established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance SheetSheet (rather than in any notes thereto) and taken into account in determining the Final Adjustment Amount. If the total amount of all Damages under this Section 8.5.1 does not exceed $100,000, for then the Participating Holders shall have no obligation with respect to any such Damages. With respect to any taxable period that ends includes but does not end on or before the Closing Date and Date, in the case of any Taxes that are imposed on a periodic basis, the portion of any Straddle Period such Tax that relates to the portion of such taxable period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or as related to income or receipts, be deemed to be the amount of such Tax for the entire period multiplied by a result fraction (i) the numerator of which is the number of days in the period ending on the Closing Date and (ii) the denominator of which is the number of days in the entire period, and (b) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant period ended on the Closing Date. Section 8.5.2 From and after the Effective Time, the Parent Indemnifying Party shall indemnify the Participating Holders and their affiliates and hold them harmless from and against (without duplication) any Damages attributable to any and all Taxes (or the non-payment thereof) of Parent or any Parent Subsidiary for the Pre-Closing Tax Period except to the extent such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflecting timing differences between book and Tax income) shown on the face of the transactions contemplated hereby, most recent balance sheet (B) all liability for rather than in any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to joinnotes thereto) in the Parent Financial Statements and adjusted for the passage of time through the Closing Date in accordance with past custom and practice of Parent and the Parent Subsidiaries in filing their Tax Returns. If the total amount of all Indemnification Claims under this Section 8.5.2 does not exceed $100,000, then the Parent Indemnifying Party shall have no obligation with respect to any consolidated, combined or unitary Return, prior such Indemnification Claim. With respect to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax taxable period that begins after includes but does not end on the Closing Date, including in the case of any Taxes that are imposed on a periodic basis, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire period multiplied by a Straddle Period that begins after fraction (i) the numerator of which is the number of days in the period ending on the Closing Date and (ii) the denominator of which is the number of days in the entire period, and (b) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant period ended on the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1) Subject to the provisions of Section 8.3, Sellers Seller shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify Buyer and hold each Purchaser Indemnitee Buyer harmless from and against any liability attributable to (Aa) all liability for any Taxes (or the non-payment thereof) of the Company but only for all Pre-Closing Periods, (b) any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of any of the foregoing) is or was a member on or prior to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance SheetDate, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of including pursuant to Treasury Regulation Section §1.1502-6 or otherwiseany analogous or similar state, local, or foreign law or regulation, and (c) for Income any Taxes of the Company or any other person Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, which is Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (a), (b), and (c) above, Seller shall be liable only to the extent that any and all such Taxes 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 a cumulative basis an aggregate amount equal to $1,000,000; (2) to the extent the Company fails or has ever been affiliated with the Company, or with whom the Company joins or has ever joined failed (or is or has ever been required Buyer fails) to join) in filing any consolidated, combined or unitary Return, consult with Visteon regarding such Taxes prior to the Closing. Notwithstanding anything expressed or implied herein initial filing of the relevant Tax Returns; (3) to the contrary, Sellers shall not be responsible extent the Company fails or has failed (or Buyer fails) to indemnify, defend disclose to Visteon relevant information in respect of such Taxes prior to the initial filing of the relevant Tax Returns; and (4) to the extent the Company misrepresents or hold harmless has misrepresented (or Buyer misrepresents) information to Visteon with respect to such Taxes. In the case of any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax taxable period that begins after includes (but does not end on) the Closing DateDate (a "Straddle Period"), including the amount of any portion Taxes based on or measured by income or receipts for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company for a Straddle Period that begins after which relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date, resulting from Date and the Purchaser’s direct or indirect ownership denominator of which is the Companynumber of days in such Straddle Period. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject to From and after the provisions Closing, each of Section 8.3the Sellers, Sellers shall (Other Seller Parties and Trust Beneficiaries, severally and not jointly, based on their its respective Ownership Percentages) Pro Rata Share, shall indemnify, defend and hold each Purchaser Indemnitee the Buyer, its Affiliates, and after the Closing, the Acquired Companies, harmless from against, and against reimburse the Buyer for, the following: (Ai) all liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such any Taxes in the Closing Balance Sheet, respect of any Acquired Company for any taxable period that ends periods ending on or before the Closing Date and or allocable to the portion of the Straddle Period (as defined below) ending on the Closing Date (determined pursuant to Section 6.9(b)) (the “Pre-Closing Taxes”), (ii) any Taxes imposed on any Acquired Company under Treasury Regulation Section 1.1502-6(a) (or under any similar provision of law) for taxable years of any Acquired Company ending on or before the Closing Date, (iii) any Damages resulting from, arising out of or relating to a breach or misrepresentation with respect to any representation or warranty contained in Section 3.8, (iv) all liabilities and expenses reasonably incurred by the Buyer or any Acquired Company in connection with a Tax Liability, including without limitation fees for legal counsel and accountants and (v) any Taxes as a result of an excess loss account or deferred intercompany transaction. Notwithstanding the foregoing, no indemnification will be provided with respect to any amount to the extent reflected as an accrued liability or reserved against in the computation of the Final Purchase Price. (b) In the case of any taxable period that includes but does not end on the Closing Date (a “Straddle Period”), the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in clause (i) above (such as a result Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment or property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the transactions contemplated herebyclose of business on the Closing Date. (c) For the avoidance of doubt, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as the Parties hereto agree that neither Party will make a result of ratable allocation election under Treasury Regulation Section 1.1502-6 or otherwise76(b)(2)(ii) for Income Taxes of the Company or any other person (other than similar provision of law. In accordance with Treasury Regulation Section 1.1502-76 and any analogous provision of law, any Tax related to an extraordinary transaction that occurs on the Company) which is or has ever been affiliated with Closing Date after the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior Closing shall be allocated to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax taxable period that begins beginning after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2d) Purchaser shall, The Sellers and the Buyer shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any treat any indemnity payment required to be payments made pursuant to this Section 7.7 6.9 as adjustments to the Purchase Price for Tax purposes unless applicable Tax Law causes such payment not to be so treated. (e) The indemnity and payment obligations set forth in this Section 6.9 shall be paid within 30 days after survive until the indemnified party makes written demand upon expiration of the indemnifying partyapplicable statute of limitations applicable under Tax Law plus sixty days; provided, but in no case earlier than five business days however, that the right to indemnification with respect to claims of which notice was given prior to the date on which expiration of the relevant Taxes applicable survival period (determined as aforesaid) shall, notwithstanding the foregoing, survive such expiration until such claim is finally resolved and any obligations with respect thereto are required fully satisfied. The provisions set forth in Article VIII shall have no operative effect with respect to be paid to the relevant taxing authority (including estimated Tax payments)any indemnification matter described in this Section 6.9.

Tax Indemnification. (1i) Subject to The Seller shall indemnify the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend Buyer Parties and hold each Purchaser Indemnitee them harmless from and against against, without duplication, (Ai) all liability for Taxes (or the non-payment thereof) of the Company but only to Group for all Pre-Closing Tax Periods and for all Straddle Periods, the extent such Taxes exceed portion through the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before end of the Closing Date as determined pursuant to Section 10.1(d), (ii) all Taxes imposed on the Company or any Subsidiary as a result of being a member of an Affiliated Group of which the Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, and (iii) any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Company Group as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing, and (iv) the employer portion of any and all employment and payroll Taxes imposed on the Company Group with respect to compensatory payments required to be made in connection with the transactions contemplated hereby, excluding, with respect to any such item, the amount (if any) of such item that was taken into account in Indebtedness or Transaction Expense as finally determined pursuant to Section 2.3. Notwithstanding any other provision of this Agreement to the contrary, the Seller’s obligations under this Section 10.1(c) shall survive until the earlier of thirty (30) days after the expiration of the applicable statute of limitations applicable to such Tax matter under applicable Tax law and the seventh (7th) anniversary of the Closing Date. (ii) Notwithstanding anything to the contrary herein, the Seller shall have no obligation to indemnify any Buyer Party pursuant to Section 10.1(c)(i) for any Loss resulting from or arising from (i) any Tax included in the Final Indebtedness, Final Transaction Expenses, or Final Working Capital, including as any Tax liabilities, as finally determined pursuant to Section 2.3(c) of this Agreement; (ii) Taxes resulting from an actual or deemed election under Section 338 or Section 336 of the Code (or any corresponding or similar election under state, local or foreign Tax law) with respect to the transactions pursuant to this Agreement; (iii) Taxes attributable to an action taken by Buyer or any of its Affiliates (including any member of the Company Group) outside the Ordinary Course of Business and not contemplated by this Agreement on the Closing Date following the Closing; (iv) Taxes with respect to any Tax Period beginning on the day after the Closing Date or with respect to the portion of any Straddle Period ending beginning on the day after the Closing Date or as (determined under the principles of Section 10.1(c)(ii)) attributable to a result breach of a Tax Representation other than a breach of any of the transactions contemplated herebyTax Representations set forth in clauses (ix), (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) xii), (xv), and (Cxvii) all liability (solely as a result such clause (xvii) relates to “listed transactions” within the meaning of Treasury Regulation Section 1.1502-6 or otherwise6707A(c)(2) for Income Taxes of the Company Code) of Section 4.10; or any other person (other than the Companyv) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or breach by Buyer of any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion its obligations under Section 10.1(g) of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companythis Agreement. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject From and after Closing, Seller shall pay or cause to the provisions of Section 8.3be paid, Sellers shall (severally be liable for, and not jointly, based on their respective Ownership Percentages) shall indemnify, defend and hold each Purchaser Indemnitee Buyer and its Affiliates (including, after the Closing Date, the Companies and their Subsidiaries) harmless from and against, without duplication (i) any and all Excluded Taxes (other than Taxes arising from or in connection with any action taken or transaction undertaken by Buyer or any of its Affiliates (including the Companies and their Subsidiaries) on the Closing Date but after the Closing, that is outside of the Ordinary Course of Business and not contemplated by this Agreement), other than any such Taxes that are included as a liability in the determination of Final Net Working Capital pursuant to Section 1.6, and (ii) all third-party out-of-pocket costs and expenses, including reasonable legal, accounting, appraisal, consulting or similar fees, actually incurred relating to the foregoing (including such costs occurred in contesting the assessment of such Taxes). For avoidance of doubt, except for rights to be reimbursed or indemnified for Taxes based on a breach of an Indemnified Tax Representations, Buyer and its Affiliates (including, after the Closing Date, the Companies and their Subsidiaries) shall not be entitled to be indemnified or otherwise reimbursed for any Taxes based on any breach of any representation or warranty in Section 2.16 other than the Indemnified Tax Representations. (b) From and after Closing, Buyer shall pay or cause to be paid, shall be liable for, and shall indemnify, defend and hold Seller and its Affiliates harmless from and against (Ai) any and all liability for Taxes of the Company but only to Companies and their Subsidiaries that are not Excluded Taxes; (ii) Taxes arising from or in connection with any action taken by Buyer or any of its Affiliates (including any transaction undertaken by the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date Companies and the portion of any Straddle Period ending their Subsidiaries) on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins but after the Closing Datethat is outside of the Ordinary Course of Business; (iii) any Taxes arising from or in connection with the breach by Buyer or any of its Affiliates of any covenant contained in this Agreement); (iv) any Transfer Taxes for which Buyer is responsible pursuant to Section 7.8; and (v) all third-party out-of-pocket costs and expenses, including any portion of a Straddle Period that begins after reasonable legal, accounting, appraisal, consulting or similar fees actually incurred relating to the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companyforegoing. (2c) Purchaser shall, and Payment in full of any amount due under this Section 7.1 shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 the indemnified party by Wire Transfer no later than the later of (i) ten (10) days after the indemnified party makes written demand upon on the indemnifying party, but in no case earlier than party and (ii) five business (5) days prior to the date on which the relevant Taxes are underlying amount is required to be paid to by the relevant taxing authority (including estimated Tax payments)indemnified party.

Tax Indemnification. (1a) Subject The Shareholders jointly and severally agree to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold forever harmless each Purchaser Indemnitee harmless Group Member from and against against, and to promptly pay to such Purchaser Group Member or reimburse such Purchaser Group Member for, any and all Damages sustained or incurred by such Purchaser Group Member in connection with, caused by or arising from (Ai) all liability for Taxes any Tax of the any Company but only with respect to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends (or portion thereof, determined in a manner consistent with Section 14.1 hereof) ending on or before the Closing Date and (except to the portion extent such Tax was reflected as a Liability on the Balance Sheets); (ii) Taxes for which any Company is liable pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of having been a member of any Straddle Period ending on affiliated, consolidated, combined, or unitary group prior to the Closing Date or as a result of any Tax sharing or similar agreement; (iii) Taxes of any Person (other than each Company) imposed on any Company as a transferee or successor, or by Contract, which Taxes relate to an event or transaction occurring before the transactions contemplated hereby, Closing; (Biv) all liability Transfer Taxes for which Shareholders are responsible pursuant to Section 14.6; (v) any breach of Sellersrepresentations or warranties set forth in Section 3.13 hereof; and (vi) any breach of Shareholders’ representations and warranties covenants contained in this Article 14. Shareholders’ indemnification obligations under this Section 3.3(m) 14.2 are referred to herein as the “Tax Indemnity” and (C) all liability (each claim for Damages described in this Section 14.2 is referred to herein as a result “Tax Claim” and collectively as the “Tax Claims”. (b) For purposes of Treasury Regulation this Section 1.1502-6 14.2 and the calculation of any indemnity payable or otherwise) for Income Taxes of amount recoverable under this Agreement, any interest, penalties or additions to Tax accruing before or after the Company or any other person (other than the Company) which is or has ever been affiliated Closing Date with the Company, or with whom the Company joins or has ever joined (or is or has ever been required respect to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability a Liability for Taxes for which Purchaser is entitled to recover from Shareholders shall be deemed to be attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable with respect to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes Shareholders are required to be paid to the relevant taxing authority (including estimated Tax payments)indemnify Purchaser.

Tax Indemnification. (1a) Subject to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each harmless the Purchaser Indemnitee harmless Indemnified Parties from and against (A) all any Losses with respect to any liability for Taxes of the Company but only (other than Transfer Taxes pursuant to Section 6.2) imposed on or otherwise relating to the extent such Taxes exceed Transferred Assets, the amount accrued for such Taxes in the Closing Balance Sheet, for Partnerships and Transferred LLCs (i) attributable to any taxable period that ends on or before prior to the Closing Date and the (a “Pre-Closing Tax Period”) or any portion of any Straddle taxable period that is not a Pre-Closing Tax Period ending that ends on the Closing Date Date, (including under Treasury Regulation Section 1502-6 or any similar rule of foreign, federal, state or local law, or as a result tranferee, successor or otherwise), or (ii) in connection with a breach of any representation with respect to Taxes in Section 3.11. Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties from and against any Losses arising in connection with a technical termination of any Partnership within the meaning of Section 708 of the transactions contemplated herebyCode due to the transfer of Partnership Interests pursuant to this Agreement, (B) all liability for any breach whether under the terms of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result the agreement of Treasury Regulation Section 1.1502-6 such Partnership or otherwise. (b) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers Purchaser shall not be responsible to indemnify, defend or indemnify and hold harmless any Purchaser Indemnitee the Seller Indemnified Parties from and against any liability for Taxes relating to the Transferred Assets, the Partnerships and the Transferred LLCs and attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax taxable period that begins after is not a Pre-Closing Tax Period, except for any portion of such taxable period that ends on the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) . Any indemnity payment required claim to be made pursuant to this Section 7.7 6.1 must be made before the expiration (with valid extensions) of the applicable statute of limitations plus thirty (30) days related to the Taxes at issue. (c) Any payment made pursuant to this Section 6.l shall be paid within 30 days treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by law. (d) For purposes of this Section 6.1, except as provided in the Transition Services Agreement, any Tax liability attributable to a taxable period that begins before and ends after the indemnified party makes written demand upon Closing Date (a “Straddle Period”) shall be apportioned between the indemnifying partyportion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date (x) in the case of real and personal property Taxes, but by apportioning such Taxes on a per diem basis and (y) in no the case earlier than five business days prior of all other Taxes, on the basis of a “closing of the books” as of the end of the Closing Date. (e) Sellers shall be responsible for preparing any Tax Returns with respect to the Transferred Assets, the Partnerships and the Transferred LLCs (in the case of the Partnerships, to the extent Sellers have the direct or indirect right to do so under the terms of the agreement of such Partnerships) for any Pre-Closing Tax Periods. Purchaser shall be responsible for preparing any Tax Returns with respect to the Transferred Assets, the Partnerships and Transferred LLCs (in the case of the Partnerships, to the extent Purchaser has the direct or indirect right to do so under the terms of the agreement of such Partnerships) for Straddle Periods. Purchaser shall make such Tax Returns available for review by Sellers in advance of the due date on for filing such Tax Returns and shall consider in good faith any change reasonably requested by Sellers to such Tax Returns. In the event of any disagreement between Purchaser and Sellers, such disagreement shall be resolved by an accounting firm of international reputation mutually agreeable to Purchaser and Sellers (the “Accountant”) and any such determination by the Accountant shall be final. The fees and expenses of the Accountant shall be borne equally by Purchaser and Sellers. (f) A party (the “first party”) shall promptly notify the other party (the “second party”) in writing upon receipt of notice of any Tax audits, examinations or assessments that may give rise to a liability for which the relevant Taxes are required second party is responsible under Section 6.1(a) or Section 6.1(b), respectively; provided, that a failure to provide notice shall not affect the first party’s rights to indemnification hereunder, except to the extent that the second party is materially prejudiced thereby. Sellers shall control any such audit, examination or proceeding that relates to a Pre-Closing Tax Period and the parties shall share control over any such audit, examination or proceeding that relates to a Straddle Period; provided that Purchaser shall be entitled to participate in any such contest with its own counsel at its own expense, and Sellers shall provide Purchaser with reasonable advance notice of all communications with any Tax authority, and with advance copies of all materials to be paid submitted to any Tax authority (and shall provide Purchaser a reasonable opportunity to review and comment on any such materials), and shall otherwise cooperate with Purchaser in good faith in connection with the conduct of any such contest. Purchaser shall control any audit, examination or proceeding that does not relate to Taxes for which Sellers may be responsible under Section 6.1(a). Neither party shall settle or resolve any Tax liability in a manner that could adversely affect the other party without the other party’s consent, such consent not to be unreasonably withheld, conditioned or delayed. (g) Sellers and Purchaser shall (and shall cause their respective Affiliates to) (i) provide the other party and its Affiliates with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any taxing authority or judicial or administrative proceeding relating to Taxes with respect to the Transferred Assets; and (ii) retain (and provide the other party and its Affiliates with reasonable access to) all records or information which may be relevant taxing authority (including estimated to such Tax payments)Return, audit, examination or proceeding; provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties.

Tax Indemnification. (1a) Subject Sellers agree to the provisions of Section 8.3indemnify and hold harmless Buyer and its directors, Sellers shall (severally officers, employees, Affiliates and not jointly, based on their respective Ownership Percentages) indemnifysuccessors and assigns, defend and hold the Company and each Purchaser Indemnitee harmless Subsidiary from and against any Tax Deficiency (Aand any related attorneys’ fees and expenses) all liability for incurred by any of them based upon or arising out of: (i) Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends imposed on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person Subsidiary with respect to taxable events occurring or taxable periods ending on or before March 31, 2006; (other than ii) with respect to taxable periods beginning before March 31, 2006 and ending after March 31, 2006, Taxes imposed on the CompanyCompany or any Subsidiary which are allocable to the portion of such taxable period ending on March 31, 2006; (iii) any breach of the representations and warranties set forth in Section 4.14; and (iv) the failure by Sellers to perform any unwaived covenant or agreement in this Article VII on their part to be performed. (b) If a claim for a Tax Deficiency due for the periods ending on or before March 31, 2006 which is or has ever been affiliated with to be borne by the Company, or with whom the Company joins or has ever joined (or is or has ever been required to joinSellers as per Section 7.3(a) in filing shall be made by any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contraryTaxing Authority, Sellers shall control all proceedings taken in connection with such claim and may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax Deficiency claimed and s▇▇ for a refund where applicable law permits such refund suits or contest such claim according to the relevant proceedings. Notwithstanding the foregoing, Sellers may not settle or compromise any such Tax Deficiencey claim without the consent of Buyer; provided, however, that such consent to settlement or compromise shall not be responsible to indemnifyunreasonably delayed or withheld. In any event, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser the Buyer may participate, at its own expense, in the defense of such Tax Act, or any increase in Taxes or loss of Tax benefits Deficiency claim but in any tax period that begins after case, final decision on the Closing Date, including any portion defense shall be adopted by the Party who has agreed to bear the cost of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companysuch Tax Deficiency. (2c) Purchaser shall, All matters relating in any manner to Tax indemnification obligations and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for payment of Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 governed exclusively by this Article VII; provided, however, that Section 9.6(a) and Section 9.6(b) hereof shall govern as to when and to what extent claims for indemnification hereunder may be made. The provisions of this Article VII shall survive until 90 days after following the indemnified party makes written demand upon expiration of the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid applicable statute of limitations relating to the relevant taxing authority (including estimated Tax payments)tax.

Tax Indemnification. The Sellers, jointly and severally, shall indemnify the Buyer and its affiliates (1including ▇▇▇▇▇) Subject to the provisions and each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnifydirectors, defend officers, employees, stockholders, agents and other representatives against and hold each Purchaser Indemnitee them harmless from and against (Ai) all any liability for Taxes of ▇▇▇▇▇ for any Pre-Closing Tax Period, (ii) any liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company Sellers or any other person (other than the Company▇▇▇▇▇) which is or has ever been affiliated with ▇▇▇▇▇ including any Israeli Taxes recognized as a result of the Companytransactions contemplated by this Agreement, (iii) any liability for Taxes resulting from a characterization of ▇▇▇▇▇ as a controlled foreign corporation under Section 957(a) of the Code or treatment of ▇▇▇▇▇ as engaged in a U.S. trade or business under the Code and (iv) any liability for reasonable legal, accounting, appraisal, consulting or similar fees and expenses for any item attributable to any item in clause (i), (ii) or (iii) above; provided, that the Buyer has used commercially reasonable efforts to materially comply with whom its obligations under Section 11(g). The Buyer shall, and after the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidatedClosing shall cause ▇▇▇▇▇ to, combined or unitary Returnindemnify each Seller and its affiliates and each of their respective employees, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or agents and representatives against and hold them harmless any Purchaser Indemnitee from any liability for Taxes attributable of ▇▇▇▇▇ for any taxable period ending after the Closing Date (except to a Purchaser the extent such taxable period began before the Closing Date, in which case the Buyer's indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Act, Period or any increase relates to actions that took place in Taxes or loss of the Pre- Closing Tax benefits Period that involved income taxable in any tax Israel during the period that begins ends after the Closing Date). In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, including personal and intangible property Taxes ("Property Taxes") of ▇▇▇▇▇ for any portion Pre-Closing Tax Period (other than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of ▇▇▇▇▇ (other than Property Taxes) for the Pre- Closing Tax Period (other than Taxes imposed in connection with the sale of the Shares or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Sellers in respect of Taxes for a Straddle Period that begins after shall equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Sellers or any of its affiliates (other than ▇▇▇▇▇) at any time and (ii) the amount of such Taxes paid by ▇▇▇▇▇ on or prior to the Closing Date. The Sellers, resulting from jointly and severally, shall initially pay such excess to the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than Buyer five business days prior to the date on which the relevant Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes are is required to be paid filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority (including estimated Tax paymentsauthority). The payments to be made pursuant to this paragraph by the Sellers with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination with respect to Taxes for the Straddle Period.

Tax Indemnification. (1) Subject 6.2.1 The Sellers undertake that they will pay to Intersect an amount equal to the provisions of Section 8.3, Sellers shall sum of (severally and not jointly, based a) any Pre-Effective Date Taxes imposed on their respective Ownership Percentagesthe Group Companies; and (b) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for Taxes any Tax arising in connection with the termination of the Company but only ESOP to the extent such paid or payable after the Effective Date by the Group Companies (any Tax to be indemnified under this Section 6.2 the "Indemnifiable Tax"). 6.2.2 The indemnity contained in paragraph 6.2.1 shall not encompass any Indemnifiable Tax to the extent that: (a) the aggregate amount of Indemnifiable Taxes exceed paid or payable by the Group Companies after the Effective Date is less than the aggregate amount accrued for such of provisions and reserves in respect of Taxes in the Closing Balance Sheet, for any taxable period Effective Date Financial Statements provided that ends such provisions and reserves were considered in the calculation of the Purchase Price; (b) the Indemnifiable Tax arises in connection with the termination of the ESOP and was considered in the calculation of the Purchase Price; (c) the Indemnifiable Tax has been paid (including by way of a Tax pre-payment (Steuervorauszahlung) and/or set-off (Auf-/Verrechnung)) or discharged on or before the Closing Effective Date; (d) the Indemnifiable Tax has been recovered or is recoverable by a claim for repayment, reimbursement or indemnification against a party (e.g. an insurer) other than a Group Company; (e) the Indemnifiable Tax results from income that could be offset against a Tax loss-carry back or loss carry forward actually available (or that would actually have been available but were forfeited due to a measure taken by the Purchaser or a Group Company after the Effective Date) at the level of the relevant Group Company and generated in periods or portions thereof ending on or before the Effective Date; (f) the Indemnifiable Tax has arisen by reason of a change in legislation or regulations, made after the Effective Date (whether relating to Tax or otherwise) or any amendment to; (g) the Indemnifiable Tax is caused by a retroactive reorganization of the Group Companies or the Intersect or any of its subsidiaries of whatsoever kind (i.e. transformation, merger and spin-offs under the laws of the countries having jurisdiction over the Group Companies as well as disposals of shares or contributions of assets) after the Effective Date which takes effect on Pre- Effective Date Period; (h) the Indemnifiable Tax or its underlying circumstances have caused a Tax Benefit of the Group Companies; the Tax Benefit shall be calculated for a period of five (5) years starting after the Effective Date and discounted at a rate of 2.00%; (i) Intersect has recovered any amount under this Agreement in respect of the portion same loss, damage, deficiency or Indemnifiable Tax; (j) the Indemnifiable Tax is directly or indirectly caused or triggered by any change in the accounting and Taxation principles or practices of any Straddle Period ending on the Group Companies after the Closing Date unless required under mandatory law; or (k) the Indemnifiable Tax is caused or as increased by Intersect or any Affiliate of Intersect due to a result breach of any of the transactions contemplated herebyIntersect’s obligations under this Agreement, (B) all liability for including but not limited to any breach Indemnifiable Tax caused by a non-compliance of Sellers’ representations and warranties contained Intersect or, after the Closing Date of a Group Company, with the procedures set forth in Section 3.3(m) and 6.4 (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes without prejudice with regard to any rights of the Company Sellers arising out of such breach) or any other person (other than the Company) which is or has ever been affiliated with the Companyresult from, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidatedare increased by, combined or unitary Returna failure of Intersect or, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after Group Company, to mitigate damages pursuant to section 254 German Civil Code (BGB). 6.2.3 Any payment under this Section 6.2 shall only be settled by set off pursuant to Section 1.10 or against the Closing DateClaim Notice Escrow Account pursuant to Section 1.16; for the avoidance of doubt, resulting from the Purchaser’s direct Sellers are not obliged to make any payments under this Section 6.2 if a set off pursuant to Section 1.10 or indirect ownership against the Claim Notice Escrow Account pursuant to Section 1.16 is not possible. The set off shall become effective on the day on which the Sellers receive a written set off declaration (Aufrechnungserklärung) which includes (i) information about the payment obligation and the corresponding payment date and all circumstances giving rise to the payment obligation pursuant and in accordance with this Agreement and (ii) a copy of the Companyrelevant Tax assessment notice (Steuerbescheid) of the competent Tax Authority (or a copy thereof) and a detailed calculation of the Indemnifiable Tax. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for 6.2.4 If an Indemnifiable Tax case is not finally assessed but Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made are set-off pursuant to this Section 7.7 6.2.3, any indemnification pursuant to Section 6.2.3 shall be considered as an advanced payment to Intersect. If subsequently the Tax for which the advanced payment has been made is reduced again by way of Tax assessment or otherwise lowered, the difference between the higher advanced payment and the lower Tax liability shall be paid within 30 days after by the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior Purchaser to the Sellers including all interest related thereto (including any security payments (Sicherheitsleistung) disbursed by the Sellers) (a) if the respective Tax is reduced by a Tax assessment within the Payment Period, on the date – immediately following the relevant Tax assessment – on which the relevant Taxes are required next the Purchase Price instalment is due and payable, i.e. the Second Instalment Date, the Third Instalment Date or the Fourth Instalment Date, as the case may be; (b) if the respective Tax was initially set off against the Claim Notice Escrow Account pursuant to Section 1.16 and is therefore reduced by a Tax assessment after the Payment Period, such difference shall be paid into, and kept in, the Claim Notice Escrow Account until the Claim Notice Escrow Account pursuant to Section 1.16.1(b) amounts to EUR 2,000,000 (this maximum amount is to be reduced by any Tax Refunds that reduced an Indemnifiable Tax pursuant to Section 6.3.2 after the Fourth Instalment Date) and beyond that amount such difference shall be paid by the Purchaser to the relevant taxing authority Sellers including all interest related thereto (including estimated any security payments (Sicherheitsleistung) disbursed by the Sellers) without undue delay (unverzüglich); and (c) without undue delay (unverzüglich) in all other cases (e.g. if the relevant Tax paymentswas initially set off pursuant to Section 1.10 and is reduced by a Tax assessment after the Payment Period).

Tax Indemnification. From and after the Closing, the Purchaser Indemnified Persons shall be entitled to indemnification for, without duplication, all Losses attributable to: (1a) Subject (i) any Taxes imposed on or payable by or with respect to the provisions of Section 8.3, Sellers shall Seller (severally and not jointly, based on their respective Ownership Percentagesother than Transfer Taxes) indemnify, defend and hold each Purchaser Indemnitee harmless from and against for any Pre-Closing Period or Straddle Period (A) all liability for Taxes of the Company but only to the extent such allocable to the Pre-Closing Period pursuant to Section 6.1); (ii) any Taxes exceed (other than Transfer Taxes) of the amount accrued Sellers or their Affiliates for such Taxes in any period (whether before or after the Closing Balance SheetDate); (iii) Transfer Taxes to the extent required to be borne by Sellers pursuant to Section 6.7; and (iv) any Taxes of any member of an affiliated, for consolidated, combined or unitary group of which Seller is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any taxable period analogous or similar state, local or foreign law or regulation. For the avoidance of doubt, Excluded Taxes shall not include any Taxes arising from or attributable to actions by Purchaser or its Affiliates taken on the Closing Date after the Closing outside the ordinary course of business; (b) any Taxes resulting from the failure of any of the representations or warranties made by the Seller or the Seller in this Agreement to be true and correct on the date hereof and at and as of the Closing Date (except those representations and warranties that ends address matters only as of a particular date, which need only be true and correct as of such date); (c) any Taxes resulting from any breach by the Seller of any of its covenants or agreements contained herein which are to be performed by the Seller on or before the Closing Date Date, and any breach by the portion Seller of any Straddle Period ending on the Closing Date of its covenants or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties agreements contained in Section 3.3(m) herein; and (CD) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Companyreasonable legal fees and expenses, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase item in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company.clauses; and (2d) Purchaser shallreasonable legal fees and expenses, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. any item in clauses (3a) Any indemnity payment required to be made pursuant to - (c) of this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)6.2.

Tax Indemnification. (1i) Subject to the provisions of Section 8.3Seller shall, Sellers shall (severally and not jointlywithout duplication, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee Buyer and its Affiliates harmless from and against (A) all liability Losses from liabilities for Taxes of Pre-Closing Taxes; provided that, notwithstanding the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheetforegoing, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers Seller shall not be responsible required to indemnify, defend or hold harmless Buyer or any Purchaser Indemnitee of its Affiliates (including the Transferred Company) from any Loss on account of any liability for Taxes (i) to the extent attributable to a Purchaser Buyer Tax Act, (ii) that are Transfer Taxes, (iii) to the extent such Taxes were taken into account in determining Working Capital or (iv) to the extent that Seller paid such Taxes in accordance with Section 7.06(a)(iii). For purposes of this Section 7.06, “Buyer Tax Act” shall mean (A) a breach by Buyer or its Affiliates (including the Transferred Company) of any increase of its covenants or agreements in Taxes this Agreement, (B) any election under federal, state, local or loss of non-U.S. Tax benefits in Law effective for any tax period Pre-Closing Tax Period (and the costs attributable to any such election shall be borne solely by Buyer) that begins is made after the Closing Date, except for any such election required by Law as in effect at the time of Closing, including any portion as a result of a Straddle Period that begins determination within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. Tax Law), and (C) any other action taken outside of the Ordinary Course of Business on the Closing Date after the Closing; adopting or changing any Tax accounting method or period with respect to any Pre-Closing Date, resulting from the Purchaser’s direct or indirect ownership Tax Period; filing any amended Tax Return of the Company. Transferred Company relating to any Pre-Closing Tax Period; filing any Tax Return of the Transferred Company outside the Ordinary Course of Business relating to any Pre- Closing Tax Period; making any voluntary disclosure with respect to Taxes or Tax Returns of the Transferred Company or otherwise voluntarily approaching a Governmental Entity with respect to Taxes or Tax Returns of the Transferred Company relating to any Pre-Closing Tax Period; applying for any Tax ruling that affects the Pre- Closing Tax Period; consenting to any extension or waiver of the limitation period 79 applicable to any Tax claim or assessment relating to any Pre-Closing Tax Period; entering into any closing agreement within the meaning of Section 7121 of the Code (2or any similar provision of applicable state, local or non-U.S. Law) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all with respect to any Taxes or Tax Returns relating to any Pre-Closing Tax Period; or assuming or agreeing to indemnify any liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior of another Person. Notwithstanding anything to the date on which contrary in the relevant Taxes are foregoing clause (C), the actions described in clause (C) do not include an election described in clause (B), any action expressly required to be paid to by the relevant taxing authority (including estimated Tax payments)terms of this Agreement or any action contemplated or undertaken in accordance with Section 7.06.

Tax Indemnification. (1a) Subject After the Closing Date, each Cable Parent, with respect only to the provisions of Section 8.3, Sellers shall (severally its formerly owned or controlled HoldCo Entities and not jointly, based on their respective Ownership PercentagesSubsidiaries and (in the case of TCI) indemnifyTCI Partner, defend shall indemnify and hold harmless Sprint, the HoldCo Entities, TCI Partner, their Subsidiaries (if any) and each Purchaser Indemnitee harmless of their respective affiliates, successors and assigns from and against (A) all any Tax liability with respect to any Pre-Closing Non-Consolidated Return and with respect to any Tax liability for Taxes the Pre-Closing Tax Period on a Post-Closing Return (determined by treating the Closing Date as the last date of the Company but only taxable period) and with respect to any Non-Return Taxes attributable to the extent portion of the period covered by any payment of such Taxes exceed the amount accrued for such Taxes in which ends on or before the Closing Balance Sheet, for any taxable period that ends Date (determined on a pro rata basis based upon the number of days covered by such payment which are on or before the Closing Date and the portion total number of days covered by such payment), in each case, to the extent such amount exceeds any amount previously paid to Sprint, the HoldCo Entities, TCI Partner, or their Subsidiaries (if any) with respect to such Tax pursuant to Section 7.3 or 7.5, as applicable. Each Cable Parent shall pay such amounts as it is obligated to pay to Sprint or the HoldCo Entities, TCI Partner or their Subsidiaries (if any) within 10 calendar days after payment of any Straddle Period ending on applicable Tax liability by Sprint or the HoldCo Entities, TCI Partner, or their Subsidiaries (if any) and to the extent not paid by each Cable Parent within such 10-day period, the amount due shall thereafter include interest thereon at a rate per annum equal to the "overpayment rate" under Section 6621(a) of the Code (the "Overpayment Rate"), adjusted as and when changes to such Overpayment Rate shall occur, compounded semi-annually. Each Cable Parent shall indemnify and hold harmless Sprint and the HoldCo Entities, TCI Partner and their Subsidiaries (if any) and each of their respective affiliates, successors and assigns, from and against (i) any Tax liability for periods prior to and including the Closing Date resulting from the HoldCo Entities, TCI Partner, or as a result their Subsidiaries (if any) which such Cable Parent formerly owned or controlled being severally liable for any Taxes of any consolidated group of which any of the transactions contemplated herebyHoldCo Entities, TCI Partner, or their Subsidiaries (Bif any) all liability for any breach of Sellers’ representations and warranties contained in are or were members pursuant to Treasury Regulations Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.15021. 1502-6 or otherwiseany analogous state or local tax provision (including, without limitation, any Tax liability with respect to any Pre-Closing Consolidated Return), and (ii) for Income Taxes of any Tax liability resulting from the Company HoldCo Entities, TCI Partner, or any other person their Subsidiaries (other than the Companyif any) which is such Cable Parent formerly owned or has ever been affiliated with the Company, controlled ceasing to be a member of any Selling Affiliated Group filing consolidated or with whom the Company joins or has ever joined (or is or has ever been required to joincombined Tax Returns. Any indemnification payments made by a Cable Parent under this Section 7.11(a) in filing any consolidated, combined or unitary Return, prior shall be allocated to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after PCS Group. (b) After the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership Sprint and each of the CompanyHoldCo Entities and their Subsidiaries and TCI Partner, jointly and severally shall indemnify and hold harmless each Cable Parent and its Affiliates, successors and assigns from and against any Tax liability with respect to Post-Closing Taxes, other than Post-Closing Taxes for which a Cable Parent is responsible pursuant to Section 7.11(a). Sprint shall cause the appropriate HoldCo Entity, TCI Partner, or their Subsidiaries (if any) to pay such amounts within 10 calendar days after payment of any such Tax liability by each Cable Parent and, to the extent not paid by such HoldCo Entity, TCI Partner, or their Subsidiaries (if any) within such 10-day period, the amount due shall thereafter include interest thereon at the Overpayment Rate, compounded semi-annually. Any indemnification payments made by Sprint, any of the HoldCo Entities, TCI Partner or their Subsidiaries under this Section 7.11(b) shall be charged to the PCS Group. (2c) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability All claims for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to indemnification under this Section 7.7 7.11 (i) will be asserted and resolved as provided in Section 11.4 and (ii) shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior subject to the date on which limitations set forth in Sections 11.2(b) and 11.2(c). The right of the relevant Taxes are required parties to be paid commence a claim for indemnification under this Section 7.11 shall survive until the 30th day following the expiration of the applicable statute of limitations period with respect to the relevant taxing authority (including estimated Tax payments)subject matter of such claim.

Tax Indemnification. (1) Subject to the provisions of Section 8.3, The Sellers shall (severally be responsible for and not jointly, based on their respective Ownership Percentages) indemnify, defend shall indemnify and hold each Purchaser Indemnitee the Buyer Indemnitees harmless from and against against, without duplication, any Losses arising out of or relating to (Ai) all liability for Taxes of attributable to or imposed on the Company but only Purchased Entities with respect to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends ending on or before the Closing Date and the portion of any Straddle Period ending on the or before Closing Date or as (a result of the transactions contemplated hereby, “Pre-Closing Tax Period”); (Bii) all liability any Taxes for which any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of 51 Purchased Entity is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law), as transferee or successor, by Contract or otherwise, in each case, (x) with respect to a Pre-Closing Tax Period or (y) by reason of being a member of a consolidated, affiliated, combined or other group for Income Taxes of the Company Tax purposes, entering into a Contract or any other person action taken at any time before the Closing; (other than iii) Taxes arising from any breach of any representation or warranty made by the CompanySellers in Section 4.16 of this Agreement (provided, that solely with respect to the calculation of the Losses (and not for purposes of determining breach) which is arising out of or has ever been affiliated related to any such inaccuracy or breach, in each case, any qualifier in any such representation or warranty as to materiality, Material Adverse Effect or words of similar import shall be disregarded); (iv) Taxes arising from any breach by any Seller of any covenant contained in this Agreement; (v) any withholding Taxes imposed in connection with the Companytransactions contemplated by this Agreement that Buyer did not withhold pursuant to Section 2.5 of this Agreement, or with whom the Company joins or has ever joined (or is or has ever been vi) any amount required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, included by Buyer or any increase in Taxes or loss of Tax benefits in any tax period that begins its Affiliates (including the Purchased Entities after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership ) in income under Section 951(a) of the Company. (2) Purchaser shall, and shall cause Code with respect to a Purchased Entity to the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes extent such inclusion is attributable to a Purchaser Pre-Closing Tax Act. Period of such Purchased Entity (3) Any indemnity payment required the amount of such inclusion to be made pursuant to this Section 7.7 shall be paid within 30 days after determined using a closing of the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority books method) and (including estimated Tax paymentsvii).

Tax Indemnification. (1a) Subject Seller shall indemnify the Purchaser Indemnitees against and hold them harmless from any Losses attributable to Income Taxes (i) imposed on Seller or any other member of an Affiliated Group, other than the Company or any Subsidiary, for any Tax period, (ii) imposed on the Company or any Subsidiary under Treasury Regulation 1.1502-6 (or any similar provision of state, local, foreign or other law) by reason of the Company or any Subsidiaries being included in any affiliated group at any time on or before the Closing Date, (iii) imposed on or payable by the Company or any Subsidiary with respect to any Tax period or portion thereof that ends on or before the Closing Date or (iv) for any Straddle Period but only for that portion of the Straddle Period relating to the Pre-Closing Tax Period as computed in accordance with Section 9.01(d). Payment by Seller of any amount due to a Purchaser Indemnitee under this Section 9.01(a) (other than payments the timing of which is provided for under Section 5.07(b)) shall be made within twenty days following written notice by the Indemnified Party that payment of such amounts to the appropriate Tax Authority is due by the Indemnified Party; provided, that Seller shall not be required to make any payment earlier than two business days before it is due to the appropriate Taxing Authority. In the case of a Tax that is contested in accordance with the provisions of Section 8.39.03(c), Sellers payment of the Tax to the appropriate Tax Authority will not be considered to be due earlier than the date that a final determination to such effect is made by such Taxing Authority or a court or liability for such Tax is otherwise conclusively settled or compromised. (b) Seller shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify the Purchaser Indemnitees against and hold each Purchaser Indemnitee them harmless from any Losses attributable to withholding or employment Taxes with respect to wages (including resulting from the erroneous classification of an employee as an independent contractor) for any Tax period or portion thereof that ends on or before the Closing Date, provided that this paragraph (b) shall only apply to the extent that such Taxes exceed in the aggregate $100,000 after which Seller shall be liable for all Losses in excess of such amount. (c) Purchaser shall indemnify the Seller Indemnitees against and against hold them harmless from any Losses attributable to: (Ai) all liability for Taxes of the Company but only and the Subsidiaries for any taxable period ending after the Closing Date (except to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or began before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any in which case the indemnity under this Section 9.01(c) shall cover only that portion of a Straddle Period any such Taxes that begins after are not for the Pre-Closing DateTax Period, resulting from the Purchaser’s direct or indirect ownership of the Company. as computed in accordance with Section 9.01(d)) and (2ii) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days any action taken after the indemnified party makes written demand upon Closing on the indemnifying partyClosing Date outside of the ordinary course of business by Purchaser, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority any of its affiliates (including estimated Tax paymentsthe Company or any Subsidiary), or any transferee of Purchaser or any of its affiliates (other than expressly required by applicable law or by this Agreement).

Tax Indemnification. (1i) Subject In addition to the provisions other indemnification obligations in this Article IX, but without requiring the Buyer and the Surviving Corporation to be indemnified twice for the same Damages, the Buyer and the Surviving Corporation shall be indemnified and held harmless, solely from and to the extent of Section 8.3the Escrow Account, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against any and all Damages (including tax filing preparation costs) suffered or incurred by such Indemnified Party arising or resulting from, or attributable to or otherwise in connection with, without duplication, (A) all liability for Taxes (or the non-payment thereof) of the Company but only to the extent such Taxes exceed the amount accrued or its Subsidiaries for such Taxes in the Closing Balance Sheet, for any all taxable period that ends periods ending on or before the Closing Date and and, as determined under Section 9.7(c), the portion through the end of any Straddle Period ending on the Closing Date or as a result of for any Tax period that includes (but does not end on) the transactions contemplated herebyClosing Date (“Pre-Closing Tax Period”), (B) all liability Taxes for any breach Pre-Closing Tax Period of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as any member of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiaries is or was a result of member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar legal requirement, (C) any and all Taxes of any Person for a Pre-Closing Tax Period imposed on the Company or its Subsidiaries as a transferee or successor, by contract, or otherwise, (D) any and all withholding Taxes required to be withheld or Taxes paid in respect of the exercise or cancellation of the Company Options, (E) any Taxes for a Pre-Closing Tax Period (including for greater clarity payroll, withholding and other employee related Taxes) payable by the Company or one if its Subsidiaries in a country (“Other Country”) other than the one in which it was incorporated by reason of its employees or agents being present in the Other Country, and (F) any and all withholding Taxes required to be withheld in respect of any consideration payable pursuant to this Agreement to the Company Equityholders. (ii) Notwithstanding anything to the contrary in this Article IX, any indemnification obligation with respect to Taxes under this Article IX shall be reduced: (A) first, by the amount of any actual cash refund of Taxes (net of reasonable expenses and corresponding Tax costs) for Income Taxes a Pre-Closing Tax Period actually received by the Company or an Indemnified Party or applied in reduction of any Tax liability of the Company or any other person (other than * Omitted information is the Company) which is or subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has ever been affiliated filed separately with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the ClosingSecurities and Exchange Commission. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins an Indemnified Party after the Closing Date; provided, including any portion however, that if such Tax refund is received after an indemnification payment has been made in respect of a Straddle Period that begins Taxes by an Indemnifying Party, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax refund (net of reasonable expenses and corresponding Tax costs) to the extent of the amount of the indemnification payment; and (B) second, for Taxes (I) incurred in the ordinary course of business after the Closing Date, resulting from the Purchaser’s direct or indirect ownership date of the CompanyCompany Balance Sheet and included in the definition of Net Current Liabilities plus (II) to the extent not covered in the preceding clause (I), reserved for on the Company Balance Sheet; provided, however, that clauses (I) and (II) shall not apply to indemnification obligations with respect to: (x) Taxes incurred by either the Company or any of its Subsidiaries in any jurisdiction (other than its jurisdiction of tax residency or domicile) in connection with income arising from activities in such jurisdiction including income attributable to a “permanent establishment” as defined in Article V of the Canada - United States Income and Capital Tax Treaty (except to the extent included in the definition of Net Current Liabilities); (y) Taxes incurred or assessed against any of the Company or its Subsidiaries for any Person performing services to any of the Company or its Subsidiaries where the Company did not fulfill any of its withholding obligations, payment obligations and reporting requirements; and (z) any and all withholding Taxes required to be withheld in respect of any consideration payable pursuant to this Agreement to the Company Equityholders or in respect of the exercise or cancellation of Company Options. (2iii) Purchaser shallNotwithstanding anything to the contrary in this Agreement, the Buyer and the Surviving Corporation shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability not be entitled to an indemnification payment for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Article IX to the extent that any Tax attributes of the Company or its Subsidiaries (including net operating loss carryovers, capital loss carryovers, and Tax credits) as of the Closing Date are available to reduce the amount of Taxes otherwise payable under applicable jurisdictional law. Any claims for indemnification under Section 7.7 9.1(a) for a breach of the representations and warranties set forth in Section 3.8 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior subject to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax paymentslimitations set forth in this Section 9.7(a).

Tax Indemnification. (1a) Subject to the provisions of Section 8.38.7(d), Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend Seller will indemnify and hold each Purchaser Indemnitee harmless from the Buyer Indemnitees from, and against pay and reimburse the Buyer Indemnitees for: (Ai) all liability for any Taxes of the any Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends ending on or before the Closing Date and or the portion of any Straddle Period ending on the Closing Date (any such taxable period or portion thereof, a “Pre-Closing Tax Period”), (ii) any Taxes of any Person (other than a Company) (A) imposed on any Company as a transferee or successor (but only if such Company is a transferee or successor of such Person as a result of an event or transaction occurring before the transactions contemplated hereby, Closing) and (B) all liability for which any Company is liable pursuant to Contract entered into prior to the Closing (other than any Contract entered into in the ordinary course of business and not primarily relating to Taxes) and which Taxes are for a Pre-Closing Tax Period, (iii) any Transfer Taxes for which Seller is responsible pursuant to Section 9.5, (iv) any Losses and any Taxes, directly or indirectly, resulting from, arising out of or attributable to (A) any inaccuracy as of immediately prior to the Closing of any representation or warranty made by Seller in Section 4.15(g) or (B) any breach of Sellers’ representations and warranties contained any covenant or agreement of Seller in Section 3.3(m) this Agreement and (Cv) all liability any reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) relating to any item described in clause (i) through (iv); provided, however, that (I) Seller shall be liable for Taxes under this Section 9.1(a) only to the extent that such Taxes exceed the amount, if any, reflected as a result of Treasury Regulation Section 1.1502-6 liability or otherwisereserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for Income Taxes in the Closing Statement and taking into account any adjustments of the Company or any other person Purchase Price relating to Working Capital pursuant to Section 2.5 and (other than the CompanyII) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers Seller shall not be responsible liable for any Taxes under this Section 9.1(a) resulting from, arising out of or attributable to indemnify, defend any action taken or transaction entered into outside of the ordinary course of business by or at the direction of Buyer on the Closing Date after the Closing. (b) Buyer will indemnify and hold harmless the Seller Indemnitees from, and pay and reimburse the Seller Indemnitees for: (i) any Purchaser Indemnitee from Taxes of any liability Company for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax taxable period that begins beginning after the Closing Date, including any Date or the portion of a any Straddle Period that begins on or after the Closing DateDate (any such taxable period or portion thereof, a “Post-Closing Tax Period”), (ii) any Taxes resulting from the Purchaser’s direct from, arising out of or indirect ownership attributable to any action taken or transaction entered into outside of the Companyordinary course of business by or at the direction of Buyer on the Closing Date after the Closing, (iii) any Transfer Taxes for which Buyer is responsible pursuant to Section 9.5, (iv) any Taxes resulting from, arising out of or attributable to any breach of any covenant or agreement of Buyer in this Agreement and (v) any reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) relating to any item described in clause (i) through (iv); provided, however, that Buyer shall not be liable for Taxes or other amounts under this Section 9.1(b) to the extent that such Taxes or other amounts result from, arise out of or are attributable to any inaccuracy as of immediately prior to the Closing of any representation or warranty made by Seller in Section 4.15(g). (2c) Purchaser shallIn the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (i) the amount of any Taxes based on or measured by income or receipts for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity shall cause be deemed to terminate at such time) and (ii) the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability amount of any other Taxes for Taxes attributable to a Purchaser the Pre-Closing Tax Act. (3) Any indemnity payment required Period shall be deemed to be made pursuant to this Section 7.7 shall be paid within 30 the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days after in the indemnified party makes written demand upon portion of the indemnifying party, but Straddle Period ending on the Closing Date and the denominator of which is the number of days in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)such Straddle Period.

Tax Indemnification. (1a) Subject to After the provisions Closing Date, each of Section 8.3, the Sellers shall (will jointly and severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold harmless Purchaser and each Purchaser Indemnitee harmless of the Companies 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, (Ai) all liability for any Taxes of either of the Company but only to the extent such Taxes exceed the amount accrued Companies for such Taxes in the Closing Balance Sheet, for any all taxable period that ends periods ending on or before the Closing Date, (ii) any Tax liabilities of either of the Companies for any taxable periods including the Closing Date, in an amount equal to the Tax liability that would have resulted had the last day of the period been the Closing Date and had the portion books of any Straddle Period such Company been closed on that date, with the taxable income being determined under the principles of appropriate law, and Taxes other than income Taxes for which the last day of the taxable period is not the Closing Date will be allocated pro rata per day between the period ending on the Closing Date or and the period commencing after the Closing Date. Any amount payable by the Sellers as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in computed by Purchaser under this Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required will be remitted to join) in filing any consolidated, combined or unitary Return, Purchaser at least three business days prior to the Closingdue date of the respective Tax Returns (with interest being imposed at the Federal Funds Rate for any late payment), and (iii) any Taxes imposed on either of the Sellers. Notwithstanding anything expressed or implied herein to the contraryforegoing, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Actany action taken on the Closing Date by Purchaser, any of its Affiliates (including the Companies), or any increase in Taxes transferee Purchaser or loss any of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership its Affiliates outside of the Company.ordinary course of business (other than any such action expressly required or otherwise expressly contemplated by this Agreement or with the written consent of Sellers (a "Buyer Tax Act"), (2b) Purchaser shall, and shall cause the Company Companies to, indemnify, defend and hold each Seller Indemnitee the Sellers harmless from and against (i) for all taxable periods beginning after the Closing Date and for that portion of any taxable period including the Closing Date for which Seller is not responsible pursuant to Section 8.03(a)(ii), all liability for Taxes of the Companies, (ii) all liability for Taxes attributable to a Purchaser Buyer Tax Act, and (iii) all liability for reasonable legal, accounting and appraisal fees and expenses with respect to any item described in clause (i) or (ii) above. (3c) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1i) Subject Seller agrees to the provisions of Section 8.3, Sellers shall (severally be responsible for and not jointly, based on their respective Ownership Percentages) indemnify, defend to indemnify and hold each Purchaser Indemnitee and the Company harmless from and against any and all Taxes that may be imposed upon or assessed against Company or the assets of Company (A) all liability for Taxes of the Company but only with respect to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance SheetIncome Taxes, for any all taxable period that ends periods ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including without limitation any portion Income Tax resulting from the Section 338(h)(10) Election; (B) arising by reason of any breach by Seller of any of the representations contained in Section 3(g) hereof or its covenant under Section 7(h) hereof; and (C) with respect to any increase in Income Taxes for a Straddle Period taxable period beginning after the Closing Date solely by reason of the failure by a Taxing Authority to recognize the allocation of revenue and expense set forth in the last sentence of Section 7(c)(iv) hereof. (ii) Purchaser agrees to indemnify and hold harmless Seller from and against any and all Taxes that begins may be imposed upon or assessed against Seller as to the Business (A) with respect to Income Taxes, for all taxable periods beginning after the Closing Date; (B) with respect to all other Taxes, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against for all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days taxable periods beginning after the indemnified party makes written demand upon the indemnifying party, but Balance Sheet Date; (C) arising by reason of a breach by Purchaser of its covenants under Section 7(a)(ii) hereof; and (D) with respect to any increase in no case earlier than five business days Income Taxes for a taxable period ending on or prior to the date on which Closing Date solely by reason of the relevant Taxes are required failure by a Taxing Authority to be paid to recognize the relevant taxing authority (including estimated Tax payments)allocation of revenue and expense set forth in the last sentence of Section 7(c)(iv) hereof.

Tax Indemnification. (1) Subject to the provisions of Section 8.3, 9.3.1 Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each Purchaser, or, at Purchaser’s election, the Purchaser Indemnitee Group or the Target Group Companies, irrespective of any fault of Purchaser, harmless from and against (Afreistellen) all any: (a) liability for Taxes payable by any of the Company but only Target Group Companies or any reductions in a Target Group Company’s Tax losses carried forward and current Tax losses that relate to (i) any Tax periods ending on or before the Closing Date, or to (ii) any Tax periods starting before the Closing Date and ending after the Closing Date to the extent such Taxes exceed pertain to the portion of the period prior to or on the Closing Date, whereby the amount accrued of Taxes pertaining to the portion of the period prior to the Closing Date shall be the amount of Taxes which would be payable if such portion of the entire Tax period was a separate Tax period ending on the Closing Date and the respective Target Group Company was permitted to file a tax return for such portion of the entire Tax period (“as if-assessment”), (b) liability for Taxes in payable by any of the Closing Balance Sheet, for any taxable period Target Group Companies that ends directly or indirectly result from an event that occurred or is according to local tax Law deemed to have occurred on or before the Closing Date and the portion Date, (c) Losses that result from any breach of any Straddle Period ending on the Closing Date Tax Guarantee or as a result of the transactions contemplated hereby, (B) waiver issued by ▇▇▇▇▇▇▇ ▇▇▇▇▇ regarding any and all liability for rights and claims he may have against any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, Target Group Companies resulting from the Purchaser’s direct or indirect ownership sale and transfer of his shares in ▇▇▇▇▇ ▇▇▇▇▇▇ as well as the Companyformer shareholder relationship waiver pursuant to Section 14. (the “Indemnifiable Tax”). (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) 9.3.2 Any indemnity payment required to be made obligation pursuant to this Section 7.7 9.3 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to become due and payable on the date on which the relevant Taxes are required to be Target Group Company has paid the respective Indemnifiable Tax or five Business Days prior to the due date of the relevant taxing authority (including estimated Indemnifiable Tax, whichever comes first. 9.3.3 The Purchaser shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the opportunity to reasonably participate in any Tax payments)or other field audit relating to any period prior to the Closing Date. If any third party asserts a claim against a Target Group Company which may result in any liability of Sellers under this Section 9.3, Purchaser shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ the opportunity to reasonably participate in the defense at its own cost, to the extent this would, in Purchaser’s reasonable opinion, not materially and adversely affect the interests of a Target Group Company. Purchaser will, upon request and as soon as reasonably practicable, provide to Sellers and its representatives all documents and information of the relevant Target Group Company, to the extent reasonably required by Sellers in order to make use of its rights under this Section 9.3.3. 9.3.4 Unless otherwise provided for in this Section 9.3, Sections 8.3, 8.4 and 8.5 shall apply mutatis mutandis.

Tax Indemnification. (1a) Subject to From and after the provisions Closing, Seller shall be liable for, and shall indemnify Purchaser, its affiliates (including the Company) and each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentagesofficers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) indemnify, defend against and hold each Purchaser Indemnitee them harmless from and against all liability: (Ai) all liability for Taxes of the Company but only for the Pre-Closing Tax Period; (ii) for Taxes of Seller or any other person as a transferee or successor, by contract, by operation of Law or otherwise; (iii) for Losses (as defined in Section 8.02(a)) resulting from any breach of the representations and warranties under Section 3.15; (iv) for Taxes resulting from the Acquisition; and (v) for reasonable legal fees and expenses attributable to any item in clause (i), (ii), (iii) and (iv) above; provided, however, Seller shall not be liable and obligated to indemnify Purchaser for Taxes to the extent such Taxes exceed were taken into account in determining Closing Working Capital. (b) In the amount accrued for such Taxes in the Closing Balance Sheet, for case of any taxable period that ends on or before includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company for the Pre-Closing Tax Period shall equal the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the portion denominator of any which is the number of days in the Straddle Period ending on Period; and (ii) the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than Property Taxes) for the Company) which is or has ever been affiliated with Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss close of Tax benefits in any tax period that begins after business on the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3c) Any indemnity payment required indemnification to be made pursuant to by Seller under this Section 7.7 8.01 shall be paid in cash within 30 ten days after the indemnified party Purchaser makes written demand upon the indemnifying partySeller, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority Taxing Authority (including as estimated Tax payments).

Tax Indemnification. (1a) Subject From and after the Closing, Seller agrees to the provisions indemnify and hold harmless Buyer and Buyer’s Affiliates and each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentagesofficers, directors, employees, agents and Representatives (collectively, the “Buyer Indemnified Parties”) indemnify, defend and hold each Purchaser Indemnitee harmless from and against against, without duplication, (Ai) all liability for Taxes of the Company but only or any Company Subsidiary attributable to any Pre-Closing Tax Period to the extent such the amount of any Taxes exceed payable exceeds the amount accrued or reserved therefor on Final Net Working Capital, (ii) payments under any Tax allocation, sharing or similar agreement, other than pursuant to this Agreement, to which the Company or any Company Subsidiary is subject, (iii) Taxes of the Company or any Company Subsidiary that are related or attributable to any Pre-Closing Tax Period as a result of their being included in an affiliated group that files consolidated, combined or unitary Tax Returns by reason of Treasury Regulations Section 1.1502-6 or any similar provision of Law and (iv) any Taxes resulting from the breach of or inaccuracy in any representations or warranties set forth in Section 3.12. (b) The indemnification rights provided to the Buyer Indemnified Parties pursuant to Section 8.1(a) shall survive until thirty (30) days following the expiration of the applicable statute of limitations (taking into consideration any applicable extensions or waivers) with respect to the Taxes subject to such claim for indemnification. Any claim for indemnity under Section 8.1(a) shall be deemed time-barred, and no such claim shall be made after the period specified in the immediately preceding sentence; provided, however, that if written notice of a claim for indemnification under Section 8.1(a) is provided to Seller in good faith within the applicable survival period describing such claim in reasonable detail (including the facts underlying each particular claim) and including copies of all material written evidence, if any, upon which such claim is based, then the indemnification rights pursuant to Section 8.1(a) that would otherwise terminate as set forth above shall survive as to such claim, and that claim only, until such time as such claim is fully and finally resolved. (c) In the case of Taxes with respect to a Straddle Period, the portion of any such Taxes that shall be treated as attributable to a Pre-Closing Tax Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended on (and included) the Closing Balance SheetDate; and (ii) in the case of all other Taxes deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) Notwithstanding anything to the contrary in Section 8.1(c), each of Buyer, Seller, the Company, and each of their respective affiliates acknowledge and agree that Tax deductions, if any, attributable to any Transaction Expenses, to the extent deducted from Initial Purchase Price pursuant to Section 2.3(b), shall be treated as incurred and be deductible in a taxable period (or the portion of any Straddle Period) that ends on or before the Closing Date and no party shall take a position that is inconsistent with such treatment unless otherwise required by applicable Law. (e) To the portion extent permitted under applicable Law, Seller and Buyer shall take all actions reasonably necessary to terminate the taxable year of any Straddle Period ending the Company and the Company Subsidiaries on the Closing Date or as a result of Date. To the transactions contemplated hereby, (B) all liability for extent any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which such taxable year is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after terminated on the Closing Date, the parties hereto agree to cause the Company and the Company Subsidiaries to file all Tax Returns for the period including any portion the Closing Date on the basis that the relevant taxable period ended as of a Straddle Period that begins after the close of business on the Closing Date, unless the relevant Tax authority will not accept a Tax Return filed on that basis. (f) Notwithstanding anything contained in this Agreement to the contrary: (i) Seller shall not be required to indemnify any Buyer Indemnified Party for any Tax liability of the Company and the Company Subsidiaries for any Post-Closing Tax Periods, other than any Tax liability resulting from the Purchaser’s direct breach or indirect ownership of the Company.inaccuracy in any representation or warranty set forth in Section 3.12(e); provided, however, that in no event shall Seller be required to indemnify any Buyer Indemnified Party for a reduction in, or loss of, any Tax benefit in a Post-Closing Tax Period, and (2ii) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to No provision in this Section 7.7 ARTICLE VIII shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but interpreted in no case earlier any manner that will require Seller to pay any amount more than five business days prior to the date on which the relevant Taxes are once as an indemnity or as a set-off or credit against any amounts required to be paid pursuant to the relevant taxing authority (including estimated Tax payments)this Agreement.

Tax Indemnification. (1i) Subject to the provisions of Section 8.3, Sellers Buyer shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless Seller and its affiliates; at any time after the Closing, from and against (A) all any liability for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, and its Subsidiaries for any taxable period that ends on or before ending after the Closing Date and the except for Straddle Periods, in which case Buyer's indemnity will cover only that portion of any Straddle Period ending such Taxes that is not attributable to the Pre-Closing Period; (B) all costs and expenses (including reasonable attorneys and accountants fees) attributable to any contest or dispute involving the foregoing; and (C) Taxes arising out of any action taken by the Company or any of its Subsidiaries on the Closing Date or as a result of after the transactions contemplated herebyClosing, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than actions contemplated by this Agreement or actions taken in the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss ordinary course of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companybusiness. (2ii) Purchaser shall, and Seller shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless Buyer and its affiliates, at any time after the Closing, from and against all any liability for Taxes, regardless of whether any such liability or potential liability has been disclosed to Buyer, of the Company and its Subsidiaries (including, without limitation, liability for Taxes of any person other than any of the Company and its Subsidiaries: (i) under Reg. ss.1. 1502-6 (or any similar provision of Law), (ii) as a transferee or successor, (iii) by Contract, or (iv) otherwise) except as provided in Section 5.8(c)(vii) hereof, for the Pre-Closing Period, including any Straddle Period. (iii) In determining the responsibility of Seller and Buyer for Taxes attributable to any Straddle Period, Taxes based upon or related to gross or net income or receipts shall be apportioned on the basis of an interim closing of the Company's books as of the Closing Date, and all other Taxes shall be prorated on a Purchaser Tax Actdaily basis. (3iv) Any If a claim for Taxes shall be made by any taxing authority in writing, which, if successful, might result in an indemnity payment required to be made pursuant to this Section 7.7 5.8, the party seeking indemnification (the "Tax Indemnified Party") shall be paid promptly notify the other party (the "Tax Indemnifying Party") in writing of such claim (a "Tax Claim") within 30 days after a reasonably sufficient period of time to allow the indemnified party makes written demand upon Tax Indemnifying Party effectively to contest such Tax Claim, and. in reasonable detail to apprise the indemnifying partyTax Indemnifying Party of the nature of the Tax Claim, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to and provide copies of all correspondence and documents received by it from the relevant taxing authority. Failure to give prompt notice of a Tax Claim hereunder shall affect the Tax Indemnifying Party's obligation under this Section to the extent that the Tax Indemnifying Party is prejudiced by such failure to give prompt notice. (v) With respect to any Tax Claim which might result in an indemnity payment to Buyer pursuant to this Section 5.8(e) (including, without limitation, Taxes of the Company for a Straddle Period), Seller shall control all proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in its sole discretion and at its sole- expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue ▇▇▇ a refund where applicable law permits such refund suits or contest such Tax Claim. Buyer shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent. Notwithstanding anything in the foregoing to the contrary, Seller shall not settle any Tax Claim in a manner which would adversely affect the Company and its Subsidiaries after the Closing Date without the prior written consent of the Buyer, which consent shall not unreasonably be withheld. In connection with any proceeding taken in connection with such Tax Claim, (including estimated A) Seller shall keep Buyer informed of all material developments and events relating to such Tax paymentsClaim if involving a material liability for Taxes and (B) Buyer shall have the right, at its sole expense, to participate in any such proceedings. Buyer shall cooperate with Seller in contesting such Tax Claim (without charge to Seller), which cooperation shall include, without limitation, the retention and the provision to Seller of records and information which are reasonably relevant to such Tax Claim, and making employees available to Seller to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, provided that no charges shall be incurred by Seller for the services of such employees. (vi) With respect to any Tax Claim not described in Section 5.8(e)(v) hereof which might result in an indemnity payment to Seller pursuant hereto, Buyer shall control all proceedings in accordance with provisions that are parallel to those in Section 5.8(e) hereof.

Tax Indemnification. (1i) Subject to The Parent shall indemnify the provisions Purchaser, CVS and their affiliates and, after the Closing, each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless the Southern Entities from and against (A) all any Taxes and Damages resulting from, arising out of, relating to or caused by any liability or obligation of the Purchaser or any Southern Entity for Taxes of any person other than the Company but only to Purchaser or the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, Southern Entities (Bw) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of under Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company (or any other person similar provision of state, local or foreign law), (other than the Companyx) which is as a transferee or has ever been affiliated with the Companysuccessor, (y) by contract, or with whom the Company joins (z) otherwise, (B) any increase in foreign, federal, state or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for local Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss the deemed sale of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, assets resulting from the Section 338(h)(10) Elections or as a consequence of Section 338 of the Code as applied by any state, local or foreign jurisdiction, (C) any breach of any covenant in this Section 4.12, (D) any Taxes imposed on any Southern Entity for any Pre-Closing Tax Period and (E) any breach of representation contained in Section 2.02(q)(xii). The Parent’s obligation to indemnify the Purchaser with respect to any Taxes resulting from a Tax Matter shall be discharged to the extent that the Parent’s defense of such Tax Matter has been materially prejudiced by the Purchaser’s direct or indirect ownership failure to comply with Section 4.12(f) of this Agreement. The Parent shall discharge its obligation to indemnify the Company. (2) Purchaser shallagainst such Pre-Closing Tax Period Taxes by paying to the Purchaser an amount equal to the amount of such Taxes; provided, and shall cause however, that if the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Purchaser provides the Parent with written notice of Pre-Closing Tax Period Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within at least 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business calendar days prior to the date on which the relevant Taxes are required to be paid by the Purchaser or the applicable Southern Entities, the Parent shall, if and to the extent that it is liable for such Taxes hereunder, discharge its obligation to indemnify the Purchaser against such Taxes by paying an amount equal to the amount of such Taxes to the relevant taxing authority Taxing Authority. The Parent shall provide the Purchaser evidence of such payment to the relevant Taxing Authority. Any payment required to be made under this paragraph shall be made not later than 30 calendar days after the receipt of written notice that any such Tax has been incurred. (including estimated ii) The Purchaser shall indemnify the Parent from and against (A) any Taxes and Damages imposed on the Purchaser, the Southern Entities or any affiliate of the Purchaser for any Post-Closing Tax payments)Period, (B) any Taxes and Damages for any Post-Closing Tax Period imposed on (x) the Parent attributable to the Southern Entities or (y) the Southern Entities, (C) Taxes and Damages arising from a transaction not in the ordinary course of business occurring on the Closing Date after the Purchaser’s purchase of the Shares other than the Section 338(h)(10) Election, and (D) any breach of any covenant in this Section 4.12. The Purchaser shall discharge its obligation to indemnify the Parent against such Tax under this Section 4.12(g)(ii) by paying to the Parent an amount equal to the amount of such Tax; provided, however, that if the Parent provides the Purchaser with written notice of a Tax under this Section 4.12(g)(ii) at least 30 calendar days prior to the date on which the relevant Tax is required to be paid by the Parent, the Purchaser shall, if and to the extent that it is liable for such Taxes hereunder, discharge its obligation to indemnify the Parent against such Tax by paying an amount equal to the amount of such Tax to the relevant Taxing Authority. The Purchaser shall provide the Parent evidence of such payment to the relevant Taxing Authority. Any payment required to be made under this paragraph shall be made not later than 30 calendar days after the receipt of written notice that any such Tax has been incurred.

Tax Indemnification. (1) Subject Except to the provisions extent treated as a liability in the calculation of Section 8.3Closing Working Capital, Sellers Seller shall (severally indemnify the Company, Buyer, and not jointly, based on their respective Ownership Percentages) indemnify, defend each Affiliate and Representative of Buyer and hold each Purchaser Indemnitee them harmless from and against (Aa) any Losses attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.16; (b) any Losses attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VII; (c) all liability for Taxes of the Company but only Company, any of its Subsidiaries or relating to the extent such Business of the Company for all Pre-Closing Tax Periods; (d) all Taxes exceed of any member of an affiliated, consolidated, combined or unitary group of which the amount accrued for such Taxes in Company or any of its Subsidiaries (or any predecessors of the Closing Balance Sheet, for any taxable period that ends Company ) are or was a member on or before prior to the Closing Date and the portion by reason of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of under Treasury Regulation Section 1.1502-6 or otherwiseany comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; provided, however, that in the case of clauses (i), (ii), and (iii) above, Seller shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for Income such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Balance Sheet (rather than in any notes thereto) and taken into account in determining the adjustments to Purchase Price set forth in Section 2.3. Seller shall reimburse Buyer for any Taxes of the Company or any other person (other than that are the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss responsibility of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid 7.3 within 30 fifteen (15) business days after payment of such Taxes by Buyer or the indemnified party makes written demand upon Company. In each of the indemnifying partyabove cases, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority together with any out-of-pocket fees and expenses (including estimated Tax payments)attorneys' and accountants' fees) incurred in connection therewith. Seller shall reimburse Buyer for any Taxes of the Company and its Subsidiaries that are the responsibility of Seller pursuant to this ARTICLE VII.

Tax Indemnification. (1a) Subject to From and after the provisions of Section 8.3Closing, Sellers Seller shall (severally and not jointlyindemnify the Purchaser Indemnitees against, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee them harmless from and against from, without duplication, Losses in respect of: (Ai) all liability for any Taxes of the Company but only to the extent such Taxes exceed the amount accrued or any Company Subsidiary for such Taxes in the Pre-Closing Balance Sheet, for any taxable period that ends on or before the Closing Date Tax Periods and the portion of any Straddle Period ending that ends on the Closing Date or as a result of the transactions contemplated herebyDate, (Bii) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Regulations Section 1.1502-6 or any similar provision of state, local or foreign Law or any provision of foreign Law relating to secondary Tax liabilities or otherwise) for Income Taxes of the Company Seller or any other person (other than the CompanyCompany or any Company Subsidiary) which is or has ever been affiliated with the Company, Company or any Company Subsidiary or with whom the Company or any Company Subsidiary otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined combined, unitary or unitary aggregate Tax Return, prior to the Closing. Notwithstanding anything expressed Closing Date, (iii) any breach of any covenant or implied herein agreement of Seller set forth in Section 5.02(b)(xvi) or Section 8.05, (iv) without duplication any Taxes incurred from the Restructuring that arise (1) on or prior to the contraryClosing Date and (2) after the Closing Date to the extent such Taxes result directly from actions taken pursuant to the Restructuring Agreement (for the avoidance of doubt, Sellers shall any collateral tax consequences, e.g., use of net operating losses, resulting from the Restructuring are excluded from the indemnity obligation pursuant to this Section 10.03(a)), (v) any payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not be responsible written) to indemnify, defend which the Company or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax ActCompany Subsidiaries was obligated, or any increase in Taxes was a party, on or loss of Tax benefits in any tax period that begins after prior to the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2vi) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes (other than Taxes described in Section 8.05(b) and (c)) arising (directly or indirectly) as a result of the sale of the Shares or the other transactions contemplated hereby (including, without limitation, any Taxes arising as a result of the recognition by Seller, Company or any Company Subsidiary of any “deferred intercompany gain” or “excess loss account”) and (vii) all liability for Taxes (determined without regard to any deductions, credits, losses or other tax attributes of Purchaser or its Affiliates) attributable to any deemed royalty income under Section 367(d) (or any other applicable provision) of the Code from the transfer of intangible property by Aptuit, Inc. to Aptuit (Wales) Limited in September 2009 (“Covered Taxes”), but only to the extent such liability exceeds the aggregate net Tax benefit actually realized by Purchaser and its Affiliates after Closing from any net operating loss carryforwards or tax credits of the Company as of the Closing (as may be adjusted by any taxing authority, “Pre-Closing Tax Attributes”); provided that Purchaser shall use (or cause its Affiliates after Closing to use) any Pre-Closing Tax Attributes before using (or causing its Affiliates after Closing to use) any other tax attributes, to the extent permissible under applicable Tax Law; provided further that, in each case, Seller shall not indemnify any Purchaser Indemnitee under this Section 10.03 to the extent that the Tax Liability is reflected in Closing Working Capital or would not have arisen but for (x) an action or omission carried out or effected on the Closing Date after Closing by Purchaser or any of its Affiliates, other than any such action or omission carried out (A) in the ordinary course of business of Purchaser or its Affiliates, (B) in order to comply with any applicable Law or as contemplated by this Agreement, (C) taking place with the written approval of Seller or (D) pursuant to a legally binding obligation of the Company or a Company Subsidiary entered into on or prior to Closing or (y) a change in Law or GAAP after the Closing. For the purposes of this Section 10.03(a) other than clause (vii), a Loss shall include a Purchaser Indemnitee’s use of any Tax Actbenefit that arises in a Post-Closing Tax Period to reduce any Tax described in this Section 10.03(a). Notwithstanding clause (vii) of this Section 10.03(a), until either (x) the Adjusted Pre-Closing Tax Attributes have been reduced to zero or (y) the aggregate amount of Covered Taxes realized exceeds the aggregate net Tax benefit that would be realized by Purchaser and its Affiliates in respect of the Pre-Closing Tax Attributes if all Pre-Closing Tax Attributes had been actually utilized, no payment shall be due pursuant to clause (vii) to the extent such Covered Taxes are offset by deductions, credits, losses or other tax attributes of Purchaser or its Affiliates; provided that if this sentence would apply but for the application of clause (x) or (y) hereof, the amount of Covered Taxes indemnifiable pursuant to clause (vii) shall be further reduced by the aggregate net Tax benefit that would be realized by Purchaser and its Affiliates in respect of the Pre-Closing Tax Attributes if all Adjusted Pre-Closing Tax Attributes were actually utilized. (3b) To the extent not previously indemnified pursuant to clause (vii) of Section 10.03(a), ten (10) Business Days prior to the Tax Guaranty Expiration Date, the Seller shall make a payment to the Purchaser equal to all liability for Covered Taxes through such date but only to the extent such liability exceeds (i) the aggregate net Tax benefit actually realized by Purchaser and its Affiliates after Closing from any Pre-Closing Tax Attributes and (ii) the aggregate net Tax benefit that would be realized by Purchaser and its Affiliates if the Adjusted Pre-Closing Tax Attributes had been actually utilized as of such date. (c) From and after the Closing, Purchaser shall indemnify the Seller Indemnitees against, and hold them harmless from, without duplication: (i) any Taxes for Post-Closing Tax Periods (A) imposed on the Company or any Company Subsidiary or (B) for which the Company or any Company Subsidiary is liable pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign Law and (ii) any Taxes that arise solely as a result of the breach of any covenant, undertaking or other agreement of Purchaser contained in Section 8.05. (d) Any indemnity payment required to be made pursuant to under this Section 7.7 10.03 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five (5) business days prior to the date on which the relevant Taxes (including any estimated Tax payments) are required to be paid to the relevant taxing authority Taxing Authority. (including estimated e) Any Taxes, deductions or credits for a Straddle Period shall be allocated between the Pre-Closing Tax paymentsPeriod and the Post-Closing Tax Period on a closing of the books basis (subject to any overriding allocation required in the United Kingdom by Law), except that in the case of Taxes, deductions or credits determined on a periodic basis, the amount of Tax, deduction or credit shall be allocated on a daily pro rata basis. (f) The indemnification obligations set forth in Section 10.03 shall survive the Closing until 30 days after the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) with respect to Taxes imposed by any Taxing Authority; provided that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or a related party thereto, or any person on behalf of such indemnified person or related party, shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

Tax Indemnification. (1a) Subject Seller agrees to the provisions of Section 8.3, Sellers shall (severally be responsible for and not jointly, based on their respective Ownership Percentages) indemnify, defend to indemnify and hold each Purchaser Indemnitee the Acquiror Indemnified Parties harmless from and against any and all Taxes (Aand claims with respect to Taxes) that may be imposed upon or assessed against any of the Snapple Companies or the assets of any of the Snapple Companies: (i) with respect to all liability taxable periods ending on or prior to the Closing Date, except for Taxes arising out of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in any transaction occurring after the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending but on the Closing Date or as a result not in the ordinary course; (ii) with respect to any and all Taxes of any of the transactions contemplated hereby, Snapple Companies for the period allocated to Seller pursuant to Section 8.3(d); (Biii) all liability for arising by reason of any breach by Seller of Sellers’ any of the representations and warranties contained in Section 3.3(m3.9 hereof; (iv) with respect to any claim under the Asset Purchase Agreement dated as of January 31, 1992 by and among Snapple Beverage Corp., Snapple Holding Corp., Unadulterated Food Products, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, including under Section 1.09 of such agreement; (Cv) with respect to all liability (as a result taxable periods ending on or prior to the Closing Date, any Taxes arising by reason of Treasury Regulation Section 1.1502-6 or otherwiseany comparable provision of state, local or foreign law; and (vi) for Income arising by reason of a transfer of assets described in Section 5.6(b). (b) Acquiror agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Taxes of the Company or Snapple Companies (i) with respect to any other person (other than taxable period of the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins Snapple Companies beginning after the Closing Date, including (ii) arising out of any portion of a Straddle Period that begins transaction occurring after the Closing Date, resulting from but on the Purchaser’s direct or indirect ownership of Closing Date not in the Company. ordinary course and (2iii) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required the period allocated to be made Acquiror pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments8.3(d).

Tax Indemnification. (1a) Subject to the provisions of Section 8.3limitations set forth in Article XI, Sellers the Sellers, jointly and severally, shall indemnify the Company, Buyer and their Affiliates (severally and not jointly, based on their respective Ownership Percentagesother than the Sellers) indemnify, defend and hold each Purchaser Indemnitee them harmless from and against Losses resulting from or attributable to (Ai) all liability for Taxes (or the non-payment thereof) of Holdco, the Company but only to the extent such Taxes exceed the amount accrued and each Subsidiary for such Taxes in the Closing Balance Sheet, for any taxable period that ends all Taxable periods ending on or before the Closing Date Time and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”); and (ii) any and all Taxes of any Person imposed on Holdco, the Company or any Subsidiary as a transferee or successor, by Contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing Time; provided, however, that in the case of clause (i), the 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 differences between book and Tax income) on the face of the Closing Balance Sheet (rather than in any notes thereto) and taking into account any adjustments of the Final Purchase Price relating to Working Capital pursuant to Section 2.3(e). This Section 12.1 shall survive until the date 90 days after the expiration of the statute or period of limitations (including any extension of such statute or period of limitations) applicable thereto. The Sellers shall pay Buyer for any Taxes that are the responsibility of the Sellers pursuant to this Section 12.1 at least five Business Days prior to payment of such amounts by Buyer, Holdco, the Company or any Subsidiary. (b) In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, sales, supplies or receipts for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Taxable period of any partnership or other pass-through entity shall be deemed to terminate at such time) and the amount of other Taxes for a Straddle Period which relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date or as a result and the denominator of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) number of days in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a such Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the CompanyPeriod. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. The Seller shall be responsible for and pay and shall indemnify, save and hold harmless the Purchaser and the Company (1) Subject to the provisions and each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership PercentagesAffiliates, successors and assigns) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (i) all Taxes imposed on the Company, or for which the Company is liable, with respect to (A) all liability periods ending on or prior to the Closing Date, (B) any period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion, a "PRE-CLOSING PARTIAL PERIOD"), or (C) all Taxes for Taxes which the Company may be liable under Treas. Reg. Section 1.1502-6 or analogous provision under state or local law by reason of the Company but only being a member of a consolidated, combined or unitary group of corporations; and (ii) any costs or expenses with respect to the Taxes indemnified hereunder; PROVIDED, HOWEVER, that the Seller shall not have any such indemnification obligations with respect to such Taxes, costs and expenses to the extent such (x) of any reserves for Taxes exceed the amount accrued for such Taxes in on the Closing Balance SheetSheet and (y) such amounts are otherwise taken into account in the post-Closing adjustment pursuant to SECTION 2.3 and SECTION 2.4 hereof. For purposes of this SECTION 9.7(a), Taxes shall include the amount of Taxes which would have been paid but for the application of any taxable credit or net operating or capital loss deduction attributable to any period that ends (or portion thereof) ending after the Closing Date, but shall not include amounts which would have been paid but for the application of any credit or net operating or capital loss deductions attributable to any period (or portion thereof) ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject Seller hereby indemnifies each Buyer Indemnified Party against and agrees to hold each Buyer Indemnified Party harmless from any Covered Tax and any Damages arising out of or incident to the provisions imposition, assessment or assertion of Section 8.3any Covered Tax (together, Sellers shall a “Tax Loss”). (severally and not jointly, based on their respective Ownership Percentagesb) indemnify, defend and hold each Purchaser Indemnitee harmless from and against For purposes of the determination of the Covered Tax described in Clause (A) all liability for Taxes of the Company but only definition thereof in respect of a Straddle Tax Period, (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, the extent such Taxes exceed definition of Covered Tax shall be deemed to include the amount accrued of such Tax for such Taxes the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Closing Balance Sheet, for any taxable Tax period that ends ending on or before and including the Closing Date and the portion denominator of which is the number of days in the entire Tax period, and (y) in the case of any Straddle Period ending Tax based upon or related to income (which, for the avoidance of doubt, includes capital gains) and any gross receipts, sales or use Tax, the definition of Covered Tax shall be deemed to include the amount that would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Company and its Subsidiaries. (c) Buyer agrees to give prompt notice to Seller of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder that Buyer deems to be within the ambit of this Section 8.03 (specifying with reasonable particularity the basis therefor) and will give Seller such information with respect thereto as Seller may reasonably request. Seller may, at its own expense, (i) participate in and (ii) with respect to any suits, actions or proceedings (including Tax audits) that relate solely to Pre-Closing Tax Periods, assume the defense of any such suit, action or proceeding (including any Tax audit); provided that (A) Seller shall have furnished Buyer with evidence that Seller has adequate resources to defend such suit, action or proceeding and fulfill its indemnity obligations hereunder, (B) Seller shall thereafter consult with Buyer upon Buyer’s reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax audit) and (C) Seller shall not, without Buyer’s consent, which consent shall not be withheld unreasonably, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Buyer or any of its Affiliates. Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller and Seller shall not assert that the Tax Loss, or any portion thereof, with respect to which Buyer seeks indemnification is not subject to indemnification. Buyer shall not settle any suit, action or proceeding in respect of which indemnity may be sought hereunder without the consent of Seller, which consent shall not be withheld unreasonably. Seller shall pay the fees and expenses of counsel employed by Buyer for any period during which Seller has not assumed the defense of a suit, action or proceeding (including any Tax audits) that relate solely to Pre-Closing Tax Periods or covered Taxes. Whether or not Seller chooses to defend or prosecute any claim, each party shall cooperate, and cause their respective Affiliates to cooperate in the defense or prosecution thereof. (d) Seller shall not be liable under this Section 8.03 with respect to any Tax resulting from a claim or demand the defense of which Seller was not offered the opportunity to assume as provided under Section 8.03(c) to the extent Seller’s liability under this Section 8.03 is adversely affected as a result thereof. No investigation by Buyer or any of its Affiliates at or prior to the Closing Date shall relieve Seller of any liability hereunder. (e) Any claim of any Buyer Indemnified Party under this Section 8.03 may be made and enforced by Buyer on behalf of such Buyer Indemnified Party. (f) Except to the extent resulting from the carryback of any Tax Asset arising in Post-Closing Tax Period, if Buyer, the Company or any of the Company’s Subsidiaries receives any refund of, or any amount credited against, any Tax that relates to a Pre Closing Tax Period, Buyer shall (A) in the case of a refund, pay Seller the amount of any such refund, reduced by any net Tax required under Applicable Law to be paid by Buyer, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates with respect thereto and net of any Tax effect on Buyer, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates attributable to the reduction in any Tax Asset as a result of the transactions contemplated hereby, receipt of such refund (B) all liability for other than any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes Tax Asset of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company’s Subsidiaries that arose in a Pre-Closing Tax Period), and (B) in the case of a credit, pay to Seller at such time or times as such credit is actually utilized, the excess of (I) the amount of Taxes that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by Buyer, the Company or any of the Company’s Subsidiaries in the absence of such credit over (II) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability that would have been receivable) by Buyer, the Company or any of the Company’s Subsidiaries. Buyer shall take such steps as may be reasonably available to secure any refund or credit (i) set forth on Schedule 8.03(f) or (ii) if Seller has notified Buyer of the availability of such refund or credit and Buyer reasonably determines that such refund or credit is allowable. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3g) Any indemnity payment required to be made indemnification obligation pursuant to this Section 7.7 Article 8 shall be paid within 30 days after satisfied as follows: (i) first, by a reduction in the indemnified party makes written demand upon outstanding amount of the indemnifying partyTerm Loan by the full amount of such indemnification obligation and (ii) second, but in no case earlier than five business days prior by recourse directly against the Seller to the date on which extent such indemnification obligation cannot be satisfied by the relevant Taxes are required outstanding amount of the Term Loan (giving effect to be paid to the relevant taxing authority (including estimated Tax paymentsall other indemnification obligations of Seller outstanding at such time).

Tax Indemnification. i. Except as otherwise provided herein, from and after the Closing, Seller Parent agrees to defend, indemnify and hold harmless Purchaser and its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from and against all liability, without duplication, for (1) Subject to the provisions of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for Taxes of the Company but only Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period (including any Taxes resulting from the Internal Restructurings or any of the transactions contemplated by Sections 2.4(b) and 6.2(c), Taxes that may not be known at the time of the Closing or Taxes resulting from transfer pricing adjustments); (2) Taxes of Seller Parent and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) for any Pre-Closing Tax Period to the extent such arising directly from, or directly relating to, the Purchased Assets or the Business; (3) Taxes exceed of another Person (other than the amount accrued Conveyed Subsidiaries and their Subsidiaries) for such Taxes which the Conveyed Subsidiaries and their Subsidiaries are liable (i) under Treasury Regulation Section 1.1502-6(a) (or a similar provision of state, local or foreign Law) due to joining in the Closing Balance Sheet, for any taxable period that ends filing of a Consolidated Tax Return with such Person on or before the Closing Date and the portion Closing, (ii) as a result of any Straddle Period ending being a transferee or successor of such Person, or otherwise, on the Closing Date or before or as a result of the transactions contemplated herebyClosing pursuant to any Law or (iii) pursuant to a Tax sharing or indemnity agreement or similar agreement (other than agreements or arrangements entered into in the ordinary course of business consistent with past practice as arm’s length commercial agreements or arrangements that do not relate primarily to Taxes, such as loan or leasing agreements) to which the Conveyed Subsidiaries or their Subsidiaries and such Person were a party on or before the Closing; (B4) all liability for any breach Taxes of Sellers’ representations Seller Parent and warranties contained in Section 3.3(mits Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries) and (C) all liability (imposed on Purchaser or its Affiliates as a result of Treasury Regulation Section 1.1502-6 being a transferee or otherwise) for Income Taxes successor of the Company Seller Parent or any other person of its Subsidiaries (other than the CompanyConveyed Subsidiaries and their Subsidiaries) which is on or has ever been affiliated with the Companybefore, or as a result of, the Closing pursuant to any Law; (5) Taxes of Purchaser and its Affiliates resulting from the breach by Seller Parent or any of its Affiliates of the representations and warranties set forth in Sections 4.16(i) and (n) or any covenants in Sections 6.2(b)(xi) and 6.6 (but excluding, for the avoidance of doubt, a breach of any representation or warranty other than those specified in this clause (5)); and (6) any Transfer Taxes for which Seller Parent or its Affiliates are liable pursuant to Section 6.6(h) (the “Excluded Taxes”); provided, however, that (i) Seller Parent’s indemnity obligation for Taxes pursuant to this Section 6.6(e) shall be reduced by the amount of any refunds of Taxes with whom respect to Pre-Closing Tax Periods to the Company joins extent received after the Closing Date by Purchaser or has ever joined any of its Affiliates (or is or has ever been required including the Conveyed Subsidiaries and their Subsidiaries) and not remitted to joinSeller Parent pursuant to Section 6.6(d) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein date on which Seller Parent is required to make the applicable indemnity payment hereunder (it being understood that Purchaser shall no longer be required to pay over such refund of Taxes to Seller Parent pursuant to Section 6.6(d) to the contrary, Sellers extent of any such reduction); (ii) Seller Parent shall not be responsible to indemnifydefend, defend indemnify or hold harmless Purchaser or any Purchaser Indemnitee of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from any liability for Taxes that would otherwise give rise to a Seller Parent Tax indemnity obligation under this Section 6.6(e), attributable to (A) Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) making, changing or revoking any Tax election, adopting or changing any Tax accounting method, changing any Tax accounting period, settling or compromising any Tax Claim, or entering into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, in each case for a Post-Closing Tax Period that has a retroactive or retrospective effect on any Pre-Closing Tax Period, or (B) any disclosure by Purchaser or any of its Affiliates (including, with respect to actions taken after the Closing, the Conveyed Subsidiaries and their Subsidiaries) on Schedule UTP (Uncertain Tax Position Statement) or any successor form contemplated by Treasury Regulation Section 1.6012-2, excluding in each case any such action (x) effected with the written consent of Seller Parent (which consent shall include any consent of Seller Parent to filing any Tax Return pursuant to Section 6.6(a), requesting a Tax refund pursuant to Section 6.6(d) or settling any Tax Claim pursuant to Section 6.6(f), in each case that clearly reflects such action), or (y) that is required by applicable Law based on written reasoned advice of internationally recognized tax counsel, which counsel may include an independent accounting firm, and which counsel is reasonably acceptable to Seller Parent (any action covered by the immediately preceding clause (A) or (B), a “Purchaser Tax Act”); and (iii) Seller Parent shall not defend, indemnify or hold harmless Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) from any liability for, (A) any Transfer Taxes that are not Excluded Taxes, (B) Taxes up to the aggregate amount of Taxes that constitute Assumed Liabilities pursuant to Section 2.5(c) that are included as liabilities in the Final Closing Statement, or (C) Taxes attributable to a breach by Purchaser or any Affiliate thereof of any of its covenants or agreements in this Agreement. ii. Purchaser and its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) shall defend, indemnify or hold harmless Seller Parent and its Affiliates from and against, without duplication, all Tax liabilities (A) in respect of the Conveyed Subsidiaries and their Subsidiaries, the Purchased Assets or the Business for any Post-Closing Tax Period (except to the extent such Tax is an Excluded Tax), (B) for Transfer Taxes that are not Excluded Taxes, (C) for any VAT payable by Purchaser or its Affiliates pursuant to Section 6.6(i), (D) attributable to a Purchaser Tax Act, or (E) attributable to any increase breach by Purchaser or any of its Affiliates (including, with respect to actions taken after the Closing, any Conveyed Subsidiaries and their Subsidiaries) of any covenant in Section 6.6. iii. In the case of any Straddle Period: a. the periodic Taxes of the Conveyed Subsidiaries (and their Subsidiaries) and, to the extent attributable to the Purchased Assets, the Asset ▇. ▇▇▇▇▇▇▇ that are not based on income or loss receipts (e.g., real property Taxes and personal property Taxes) for the Pre-Closing Tax Period shall be computed based upon the ratio of the number of days of such Straddle Period in the Pre-Closing Tax benefits Period and the number of days in the entire Straddle Period; and c. Taxes of the Conveyed Subsidiaries (and their Subsidiaries) and, to the extent attributable to the Purchased Assets, the Asset Sellers for the Pre-Closing Tax Period, other than Taxes described in Section 6.6(e)(iii)(A) above, shall be computed as if such Tax period ended as of the close of business on the Closing Date and, in the case of any Taxes of the Conveyed Subsidiaries (and their Subsidiaries) and the Asset Sellers attributable to the ownership of any equity interest in any tax partnership or other “flowthrough” entity, as if the Tax period that begins after of such partnership or other “flowthrough” entity ended as of the close of business on the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) iv. Any indemnity payment required to be made pursuant to this Section 7.7 6.6(e) shall be paid made within 30 thirty (30) days after the indemnified party Party seeking indemnification under this Section 6.6(e) (the “Tax Indemnified Party”) makes written demand upon the indemnifying partyParty from whom indemnification is sought under this Section 6.6(e) (the “Tax Indemnifying Party”), but in no case earlier later than five business days (5) Business Days prior to the date on which the relevant Taxes are required to be paid to the applicable Taxing Authority. v. Any indemnity payment made pursuant to this Agreement shall be treated for all Tax purposes as an adjustment to the purchase price paid by Purchaser for the relevant taxing authority Conveyed Subsidiary or Purchased Asset, as the case may be, unless otherwise required pursuant to applicable Law or a Final Determination or as mutually agreed by the Parties. Each of the Parties shall notify the other Parties if it receives notice that any Taxing Authority proposes to treat any indemnification payment under this Agreement as other than an adjustment to the purchase price for Tax purposes. vi. The indemnification obligations of Seller Parent and Purchaser under this Section 6.6(e) shall survive until sixty (including estimated Tax payments)60) days after the expiration of the applicable statute of limitations; provided, that the representations and warranties set forth in Sections 4.16(i) and (n) and the indemnification obligations of Seller Parent under Sections 6.6(e)(i) with respect to such representations and warranties, shall terminate and expire on, and no action or proceeding seeking damages or other relief for breach of any thereof or for any misrepresentation or inaccuracy with respect thereto shall be commenced after, the eighteen (18) month anniversary of the Closing Date; provided, that such indemnification obligations or representations and warranties shall not terminate with respect to any item as to which Seller Parent or Purchaser, as the case may vii. be, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to Purchaser or Seller Parent, as the case may be.

Tax Indemnification. (1) Subject In addition to the provisions of indemnification obligations set forth in Section 8.39.2 above, Sellers the Securityholders shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify the Acquiror Indemnified Persons and hold each Purchaser Indemnitee them harmless from and against any Damages resulting from or arising out of (Aa) all liability Taxes (or the non-payment thereof) of Target, any Target Subsidiary or any Target Related Business for Taxes of the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any all taxable period that ends periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period ending on the (“Pre-Closing Date or as a result of the transactions contemplated herebyTax Period”), (Bb) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Companymember of an affiliated, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Returngroup of which Target, any Target Subsidiary or any Target Related Business (or any predecessor of Target, any Target Subsidiary or any Target Related Business) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (c) any and all Taxes of any Person imposed on Target, any Target Subsidiary or any Target Related Business as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (a), (b), and (c) above, the Securityholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes in the final calculation of Working Capital. The Securityholders shall reimburse Acquiror for any Taxes that are the responsibility of the Securityholders within fifteen (15) Business Days after payment of such Taxes by Acquiror or Target. Any indemnification of Acquiror pursuant to this Section 9.7 shall be payable from the Escrow Amount; provided however, to the extent the Escrow Amount is insufficient (or the Escrow Amount has been released), indemnification hereunder shall nevertheless be payable by the Securityholders. The Limitation and Cap shall not apply with respect to any Damages arising from the matters set forth in this Section 9.7. Notwithstanding anything expressed or implied herein to the contrarycontrary in this Agreement, Sellers an Acquiror Indemnified Person shall not be responsible have any right to indemnify, defend indemnification under this Agreement from and against any Damages or hold harmless Taxes of any Purchaser Indemnitee from any liability for Taxes Person that (i) are attributable to a Purchaser Tax Act, taxable periods (or any increase in Taxes or loss of Tax benefits in any tax period that begins portions thereof) beginning after the Closing Date, including (ii) are attributable to actions not in the ordinary course of business taken, or caused to be taken, by Acquiror, Target, any Target Subsidiary, or any Target Related Business, on the Closing Date (but after the Closing) not contemplated by this Agreement, or (iii) are due to the unavailability in any taxable period (or portion of a Straddle Period that begins thereof) beginning after the Closing DateDate of any net operating losses, resulting from the Purchaser’s direct credits or indirect ownership of the Company. other Tax assets or attributes that arose in a taxable period (2or portion thereof) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days ending on or prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)Closing Date.

Tax Indemnification. (i) Sellers shall indemnify Purchaser and its Affiliates (including the Companies) and hold them harmless from all Losses arising in connection with (1) Subject to the provisions of Section 8.3any liability, Sellers shall (severally obligation or commitment, whether or not accrued, assessed or currently due and not jointlypayable, based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless from and against (A) all liability for any Taxes of or imposed upon the Company but only Companies for any Pre-Closing Tax Period, except to the extent such Taxes exceed reflected as a liability on Final Working Capital, (2) any liability for corporate income taxes, trade taxes and solidarity surcharges in connection with the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date sale of Sengewald Klinikprodukte GmbH & Co. KG (LP) and the portion sale of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated herebyKobusch-Sengewald GmbH & Co. KG, and (B3) all liability for any breach of Sellers’ representations a representa▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ Section 4.11 and warranties contained in Section 3.3(m) and (C) all liability (as a result any breach by Sellers of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closingtheir obligations under this Agreement. Notwithstanding anything expressed or implied herein to the contraryforegoing, Sellers shall not be responsible to indemnify, defend or indemnify and hold harmless any Purchaser Indemnitee and its Affiliates (including the Companies) from any liability for (A) Taxes attributable to any action taken outside of the ordinary course of business on or after the Closing Date by Purchaser, any of its Affiliates (including the Companies), or any transferee of Purchaser or any of its Affiliates (other than any such action required by applicable Law or by this Agreement or pursuant to a legally binding commitment entered into by Sellers or the Companies made before the Closing) that directly increase the Tax liabilities of the Sellers or the Companies with respect to Pre-Closing Tax Periods (a "Purchaser Tax Act"), or (B) Taxes attributable to a breach by Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companyits obligations under this Agreement. (2ii) Purchaser shall, and shall cause the Company Companies to, indemnify, defend indemnify Sellers and their Affiliates and hold each Seller Indemnitee them harmless from (1) all liability for Taxes of the Companies for any Post-Closing Tax Period, (2) all liability for Taxes accrued on the Final Working Capital Statements, and against (3) all liability for Taxes attributable to a Purchaser Tax ActAct or to a breach by Purchaser of its obligations under this Agreement. (iii) Liability for real estate transfer taxes, stamp duty and all other Transfer Taxes arising from the transactions will be determined under the applicable tax law governing such tax in each applicable taxing jurisdiction. (iv) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (1) the Taxes of the Companies allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date, provided that (A) real property, personal property, and other Taxes calculated on a periodic basis, and (B) 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; and (2) notwithstanding anything to the contrary in the preceding sentence, the parties agree that for U.S. federal income Tax purposes, Tax items for any Straddle Period shall be apportioned between Pre-Closing Tax Periods and Post-Closing Tax Periods in accordance with U.S. Treasury Regulations Section 1.1502-76(b)(1)(ii)(B), which regulations shall be reasonably interpreted by the parties in a manner intended to achieve the method of apportionment described in the preceding sentence; and (3) Any indemnity payment required to be made pursuant to this Section 7.7 the taxable period of any partnership or other pass-through entity in which any of the Companies hold a beneficial interest shall be paid within 30 days after deemed to terminate on the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)Closing Date.

Tax Indemnification. (1a) Subject to the provisions of Section 8.3The Sellers hereby agree, Sellers shall (severally and not jointlyjointly or jointly and severally, based on their respective Ownership Percentages) indemnify, defend to indemnify and hold each harmless the Purchaser Indemnitee harmless and the Company from and against the following Taxes and any loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any such Taxes or pursuing any claim hereunder: (Ai) all liability for Taxes of imposed on the Company but only with respect to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends periods ending on or before the Closing Date, excluding Taxes which have been accrued or reserved for in the Reference Balance Sheet (without regard to any reserve for deferred Taxes which reflects timing differences between book and Tax income); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Company which are allocable, pursuant to Section 8.1(b), to the portion of such period ending on the Closing Date, excluding Taxes which have been accrued or reserved for in the Reference Balance Sheet (without regard to any reserve for deferred Taxes which reflects timing differences between book and Tax income); (iii) Taxes imposed on the Purchaser or the Company as a result of any breach of warranty or misrepresentation under Section 5.9 or any failure by such Seller to fulfill his, her or its obligations under this Article VIII; and (iv) any and all stock transfer, stamp, or similar Taxes payable in connection with the transactions contemplated hereby. (b) In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any Straddle Period such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (i) in the case of Taxes that are either (x) based upon or as related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (other than conveyances pursuant to this Agreement), deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of Taxes not described in subparagraph (i) that are imposed on a result periodic basis and measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (c) The Sellers agree, severally and not jointly or jointly and severally, to indemnify the Purchaser and the Company from and against any and all assessments, costs, and expenses that the Purchaser or the Company may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of the transactions contemplated hereby, Company for or on account of Taxes of any Person whether (Bi) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section under Treas. Reg. section 1.1502-6 or otherwise) for Income Taxes of the Company (or any other person similar provision of state, local or foreign law), (other than the Companyii) which is as a transferee or has ever been affiliated with the Companysuccessor, (iii) by contract, or with whom the Company joins or has ever joined (or is or has ever been required to joiniv) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companyotherwise. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject to Section 11.2, from and after the provisions of Section 8.3Closing Date, Sellers shall jointly and severally (severally for purposes of this Article 11 only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and not jointly, based on their respective Ownership Percentages) shall indemnify, defend and hold each Purchaser Indemnitee harmless from Buyer and against (A) all liability the Acquired Companies and reimburse Buyer and the Acquired Companies for Taxes of the Company but only following Taxes, to the extent that such Taxes exceed the amount accrued for such Taxes in have not been paid as of the Closing Balance Sheet, for Date: (i) all Taxes imposed on the Acquired Companies or Buyer as a result of the operations of the Acquired Companies with respect to any taxable year or period that ends ending on or before the Closing Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Acquired Companies or Buyer as a result of the operations of the Acquired Companies, which Taxes are allocable to the portion of such taxable year or period ending on the Closing Date (an “Interim Period”) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as “Pre-Closing Periods”); (iii) Taxes of any member of any affiliated group of corporations (as defined in Section 1504 of the Code) with which the Acquired Companies file or have filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (iv) Taxes or other costs of Buyer Indemnitees payable as a result of any inaccuracy in or breach of any representation or warranty made in Section 3.16 of this Agreement or any breach of any covenant contained in this Article 11, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Acquired Companies to any Person under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing, whether or not written, with respect to a Pre-Closing Period. (b) For purposes of this Section 11.1(b), in order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties shall, to the extent permitted under applicable law, elect with the relevant Tax authority to treat for all purposes the Closing Date as the last day of the taxable year or period of the Acquired Companies. The parties shall cooperate in making an election under Section 1377(a)(2) of the Code. In any case where applicable law does not permit the Acquired Companies to treat the Closing Date as the last day of the taxable year or period, then, in each such case, the portion of any Straddle Taxes that are allocable to the portion of the Interim Period ending on the Closing Date or as a result of the transactions contemplated hereby, shall be: (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to joini) in filing any consolidatedthe case of Taxes that are based upon or related to income or receipts, combined or unitary Return, prior deemed equal to the Closing. Notwithstanding anything expressed amount that would be payable if the taxable year or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after ended on the Closing Date; and (ii) in the case of Taxes not described in subparagraph (i) above that are imposed on a periodic basis, including any portion deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a Straddle fraction the numerator of which is the number of calendar days in the Interim Period that begins after ending on the Closing Date, resulting from Date and the Purchaser’s direct or indirect ownership denominator of which is the Companynumber of calendar days in the entire relevant period. (2c) Purchaser shall, All matters relating in any manner to Tax indemnification obligations and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 payments shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)governed exclusively by this Article 11.

Tax Indemnification. (1a) Subject to the provisions of Section 8.3, Sellers Seller shall (severally be responsible for and not jointly, based on their respective Ownership Percentages) indemnify, defend shall indemnify and hold each Purchaser Indemnitee the Buyer Indemnified Parties harmless from and against (Awithout duplication) all liability for (i) any Taxes of attributable to or imposed on the Company but only Purchased Assets or the Business with respect to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period ending before the Effective Time, and the portion of any Straddle Period ending before the Effective Time (including, for the avoidance of doubt, any Taxes attributable to the Pre-Closing Reorganization) (a “Pre-Closing Tax Period”), (ii) Transfer Taxes borne by Seller pursuant to Section 9.3, (iii) any breach of any of the representations or warranties of Seller in Section 3.9; provided that ends Seller shall not indemnify or hold the Buyer Indemnified Parties harmless from, against, or in respect of, any Taxes attributable to or relating to any Post-Closing Tax Period (as defined herein) and (iv) any Retained Liability that is a Tax Liability. Notwithstanding the foregoing, Seller shall not be responsible for and shall not indemnify and hold the Buyer Indemnified Parties harmless from or against any Taxes related to any action outside the ordinary course with respect to the Purchased Assets or the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates after the Effective Time on the Closing Date by Buyer or before any of its Affiliates (other than any such action expressly required or permitted by this Agreement or required by Law) (a “Buyer Tax Act”). (b) Buyer shall be responsible for, and shall indemnify and hold the Seller Indemnified Parties harmless from and against (without duplication) (i) any Taxes attributable to or imposed on the Purchased Assets or the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates with respect to any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning at or after the Effective Time (a “Post-Closing Tax Period”), (ii) Transfer Taxes borne by Buyer pursuant to Section 9.3 and (iii) any Taxes attributable to a Buyer Tax Act. Notwithstanding the foregoing, Buyer shall not be responsible for and shall not indemnify and hold the Seller Indemnified Parties harmless from or against any Taxes for which Seller is responsible under Section 9.1(a). (c) For purposes of this Section 9.1, in the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: in the case of Taxes (i) that are either (A) based upon or as a result of the transactions contemplated hereby, related to income or receipts or (B) all liability for imposed in connection with any breach sale or other transfer or assignment of Sellers’ representations and warranties contained in Section 3.3(m) and property (C) all liability (as a result of Treasury Regulation Section 1.1502-6 real or otherwise) for Income Taxes of the Company personal, tangible or any other person (other than the Company) which is or has ever been affiliated with the Companyintangible), or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior deemed equal to the Closing. Notwithstanding anything expressed or implied herein to amount that would be payable if the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after taxable year ended on (and included) the Closing Date, including any portion and (ii) imposed on a periodic basis without regard to income, receipts, payroll or sales with respect to the recordkeeping, trust and custody and discretionary business or the Purchased Assets, deemed to be the entire amount of such Taxes for the entire period, multiplied by a Straddle Period that begins after fraction the numerator of which is the number of calendar days in the period ending on (and including) the Closing Date, resulting from Date and the Purchaser’s direct or indirect ownership denominator of which is the Companynumber of calendar days in the entire period. (2d) Purchaser shall, and Whenever in accordance with this Section 9.1 Seller shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment be required to pay Buyer an amount pursuant to Section 9.1(a) or Buyer shall be required to pay Seller an amount pursuant to Section 9.1(b), such payments shall be made pursuant to this Section 7.7 shall be paid within 30 by the later of thirty (30) days after such payments are requested or ten (10) days before the indemnified requesting party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are is required to be paid to pay the relevant taxing authority (including estimated related Tax payments)liability.

Tax Indemnification. From and after the Closing, the Purchaser Indemnified Persons shall be entitled to indemnification for, without duplication, all Losses attributable to: (1a) Subject (i) any Taxes imposed on or payable by or with respect to the provisions of Section 8.3, Sellers shall Seller (severally and not jointly, based on their respective Ownership Percentagesother than Transfer Taxes) indemnify, defend and hold each Purchaser Indemnitee harmless from and against for any Pre-Closing Period or Straddle Period (A) all liability for Taxes of the Company but only to the extent such allocable to the Pre-Closing Period pursuant to ‎‎Section 6.1); (ii) any Taxes exceed (other than Transfer Taxes) of the amount accrued Sellers or their Affiliates for such Taxes in any period (whether before or after the Closing Balance SheetDate); (iii) Transfer Taxes to the extent required to be borne by Sellers pursuant to ‎Section 6.7; and (iv) any Taxes of any member of an affiliated, for consolidated, combined or unitary group of which Seller is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any taxable period analogous or similar state, local or foreign law or regulation. For the avoidance of doubt, Excluded Taxes shall not include any Taxes arising from or attributable to actions by Purchaser or its Affiliates taken on the Closing Date after the Closing outside the ordinary course of business; (b) any Taxes resulting from the failure of any of the representations or warranties made by the Seller or the Seller in this Agreement to be true and correct on the date hereof and at and as of the Closing Date (except those representations and warranties that ends address matters only as of a particular date, which need only be true and correct as of such date); (c) any Taxes resulting from any breach by the Seller of any of its covenants or agreements contained herein which are to be performed by the Seller on or before the Closing Date Date, and any breach by the portion Seller of any Straddle Period ending on the Closing Date of its covenants or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties agreements contained in Section 3.3(m) herein; and (CD) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Companyreasonable legal fees and expenses, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase item in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company.clauses; and (2d) Purchaser shallreasonable legal fees and expenses, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. any item in clauses (3a) Any indemnity payment required to be made pursuant to - (c) of this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)6.2.

Tax Indemnification. (1i) Subject Purchaser's sole and exclusive remedies for Damages from and after the Closing for or in respect of Taxes shall be under this Section 6.1(c). Seller will be responsible for, will pay or cause to the provisions of Section 8.3be paid, Sellers shall (severally and not jointlywill, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each harmless Purchaser Indemnitee harmless and its Affiliates, from and against any and all Damages for or in respect of each of the following: (A) any and all liability for Taxes of the Company but only AVEX or Kilbride Holdings with respect to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends of AVEX or Kilbride Holdings ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, Date; and (B) any and all liability Taxes allocated to Seller hereunder and not previously paid. (ii) With respect to Section 338(h)(10) Election contemplated by Section 5.4(a) of this Agreement, Seller shall be solely responsible for and shall have sole control for the conduct of all claims asserted by any Tax authority for any breach of Sellers’ representations and warranties contained Tax described in Section 3.3(m5.4(b) for which Seller has the responsibility for preparing and filing tax returns in any audit, administrative and judicial proceeding in any jurisdiction that recognizes the principles and procedures of Section 338(h)(10) of the Code or equivalent or comparable provision. Purchaser shall promptly give notice to Seller in the event any such claim is addressed to Purchaser. If any preceding claim or proceeding is reasonably expected to have a Material Adverse Effect on any Tax, accounting or filing position for a Tax period in which Purchaser, AVEX, or the AVEX Group could be liable for Tax, the parties shall jointly control, participate in and resolve such claim or proceeding. (iii) With regard to claims for any Tax described in Section 5.4(b) that are not covered by Section 6.1(c)(ii) and any Tax described in Section 5.4(c), which are asserted by any jurisdiction that does not recognize the principles and procedures of Section 338(h) (10) of the Code or equivalent or comparable provision, Purchaser and Seller shall cooperate and consult with each other in the conduct of such claims in any audit or proceeding. Purchaser shall promptly give notice to Seller of any such claim, and provide Seller on a regular basis with timely reports as to the progress of the audit or proceeding and any issues arising with respect thereto. Purchaser shall be responsible for the conduct of any such audit or proceeding. Seller shall have the right at any time to elect to participate actively in the conduct of any such audit or proceeding. Purchaser shall not settle or compromise any issue that would give rise to an indemnity under Section 5.4(b) and (Cc) all liability (as a result without the prior written consent of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) Seller which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible unreasonably withheld or delayed. (iv) Any liability arising under any Tax sharing, Tax indemnity, Tax allocation or similar contract to indemnifywhich any of the AVEX Group is a party or is obligated thereunder, defend in each case on or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable prior to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including shall be considered Damages and Seller shall be responsible for, shall pay or cause to be paid, and shall indemnify and hold harmless Purchaser, as an adjustment to the Purchase Price, from and against any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companysuch Damages. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3v) Any claim for indemnity payment required to hereunder may be made pursuant at any time prior to this Section 7.7 shall be paid within 30 90 days after the indemnified party makes written demand upon expiration of the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid applicable Tax statute of limitations with respect to the relevant taxing authority taxable period (including estimated Tax paymentsall periods of extension, whether automatic or permissive).

Tax Indemnification. (1i) Subject to The Parent and the provisions of Section 8.3, Sellers Seller shall (jointly and severally and not jointly, based on their respective Ownership Percentages) indemnify, defend and hold each indemnify the Purchaser Indemnitee harmless from and against (A) all any Income Taxes and Damages for any Pre-Closing Tax Period resulting from, arising out of, relating to or caused by any liability or obligation of any TDI Company or any TDI Subsidiary for Income Taxes of the any person other than a TDI Company or a TDI Subsidiary (w) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (x) as a transferee or successor, (y) by contract, or (z) otherwise, (B) any Income Taxes imposed on any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period, (C) any Taxes (other than Income Taxes) imposed on any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period but only to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheetaggregate exceed $3,200,000.00, for (D) any taxable period that ends on Taxes arising out of or before relating to the Closing Date Asset Purchase Agreement and the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated herebythereby, and (BE) all liability for any breach of Sellers’ representations any covenant in this Section 4.6. The Parent’s and warranties contained in Section 3.3(m) and (C) all liability (as the Seller’s obligation to indemnify the Purchaser with respect to any Tax resulting from a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior Tax Matter shall be discharged to the Closing. Notwithstanding anything expressed or implied herein to extent that the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Parent’s and the Seller’s defense of such Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from Matter is prejudiced by the Purchaser’s direct failure to comply with Section 4.6(f) of this Agreement. The Parent and the Seller shall discharge their obligation to indemnify the Purchaser against such Pre-Closing Tax Period Tax by paying to the Purchaser an amount equal to the amount of such Tax; provided, however, that if the Purchaser provides the Parent or indirect ownership the Seller with written notice of the Company. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Pre-Closing Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within Period Tax at least 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are Tax is required to be paid by the Purchaser or the applicable TDI Company, the Parent and the Seller shall, if and to the extent that it is liable for such Tax hereunder, discharge their obligation to indemnify the Purchaser against such Tax by paying an amount equal to the amount of such Tax to the relevant taxing authority Taxing Authority. The Parent or the Seller shall provide the Purchaser evidence of such payment to the relevant Taxing Authority. (including estimated ii) The Purchaser shall indemnify the Parent and the Seller from and against (A) any Taxes (other than Income Taxes) and Damages imposed on the Purchaser, any TDI Company, any TDI Subsidiary or any affiliate of the Purchaser for any Tax payments)Period provided that, with respect to Taxes (other than Income Taxes) attributable to a Pre-Closing Tax Period, only to the extent such Taxes in the aggregate do not exceed $3,200,000.00, (B) any Income Taxes and Damages for any Post-Closing Tax Period imposed on (x) the Parent or the Seller attributable to any TDI Company or TDI Subsidiary or (y) any TDI Company or TDI Subsidiary, (C) Taxes and Damages arising from a transaction not in the ordinary course of business occurring on the Closing Date after the Purchaser’s purchase of the Shares, (D) any Taxes and Damages resulting from a Section 338(g) election, and (E) any breach of any covenant in this Section 4.6. The Purchaser shall discharge its obligation to indemnify the Parent and the Seller against such Tax under this Section 4.6(g)(ii) by paying to the Parent or the Seller an amount equal to the amount of such Tax; provided, however, that if the Parent or the Seller provides the Purchaser with written notice of a Tax under this Section 4.6(g)(ii) at least 30 days prior to the date on which the relevant Tax is required to be paid by the Parent or the Seller, the Purchaser shall, if and to the extent that it is liable for such Tax hereunder, discharge its obligation to indemnify the Parent and the Seller against such Tax by paying an amount equal to the amount of such Tax to the relevant Taxing Authority. The Purchaser shall provide the Parent or the Seller evidence of such payment to the relevant Taxing Authority. Any payment required to be made under this paragraph shall be made not later than 30 days after the receipt of written notice that any such Tax has been incurred.

Tax Indemnification. (1i) Subject to the provisions of Section 8.3, Sellers Seller shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each Purchaser Indemnitee Buyer and its Affiliates harmless from and against (A) all liability for Taxes (or the non-payment thereof) of the Company but only Copley Midwest Subsidiaries and of Seller (with respect to the extent such Taxes exceed the amount accrued Copley Springfield Business) for such Taxes in the Closing Balance Sheet, for any all taxable period that ends periods ending on or before the Closing Date and the portion through the end of any Straddle Period ending on the Closing Date or as a result of for any taxable period that includes (but does not end on) the transactions contemplated herebyClosing Date (“Pre-Closing Tax Period”), (B) any and all liability for Taxes of any breach member of Sellers’ representations an affiliated, consolidated, combined, or unitary group of which any Copley Midwest Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and warranties contained (C) any and all Taxes of any person (other than the Copley Midwest Subsidiaries) imposed on any Copley Midwest Subsidiary as a transferee or successor, by contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction (other than an event or transaction of Buyer or its Affiliates) occurring before the Closing; provided, however, that in Section 3.3(mthe case of clauses (A), (B) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income above, Seller shall be liable only to the extent that such Taxes are in excess of the Company or amount, if any, reserved for such Taxes (excluding any other person (other than reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Company) which face of the Copley Midwest Financial Statements, as such reserve is or has ever been affiliated adjusted from time to time through the Closing consistent with past practice of Seller and the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) Copley Midwest Subsidiaries in filing any consolidated, combined or unitary Return, prior their Tax Returns and as such reserve may be adjusted in the final determination of Closing Working Capital pursuant to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the CompanySection 2.5. (2ii) Purchaser shall, and Buyer shall cause the Company to, indemnify, defend indemnify and hold each Seller Indemnitee and its Affiliates harmless from and against all liability Taxes (or the non-payment thereof) relating to the income or activities of any Copley Midwest Subsidiary for Taxes attributable to a Purchaser all taxable periods that are not Pre-Closing Tax ActPeriods. (3iii) Any If a claim shall be made by any Tax Authority with respect to Taxes, which, if successful, might result in an indemnity payment required to be made a party pursuant to this Section 7.7 5.10, the procedures set forth in Section 10.3 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)apply.

Tax Indemnification. (1i) Subject to the provisions of Section 8.3, Sellers Seller shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify and hold each Purchaser Indemnitee harmless the Buyer Indemnified Parties from and against any and all Losses incurred, sustained, suffered or paid by such Buyer Indemnified Party arising out of or as a result of: (A)(1) Taxes of the Purchased Entities for all Pre-Closing Tax Periods, (2) Taxes imposed on the Purchased Assets for any Pre-Closing Tax Period, (3) Taxes imposed on the Business for any Pre-Closing Tax Period and (4) Taxes arising out of any termination of intercompany accounts in Section 6.18 or the release set forth in Section 6.18(d), (B) Taxes (for the avoidance of doubt including any VAT or any Transfer Taxes) imposed as a result of the Operational Separation Activities contemplated by Section 2.7 and Schedule 2.7(a) of the Disclosure Letter, (C) Transfer Taxes or VAT that the Seller is responsible for under this Section 6.8, (D) Taxes arising out of any breach of any covenant made by Seller in this Section 6.8 or any breach of any representation or warranty made by Seller in Section 4.8, and (E) Taxes arising under Section 1.1502-6 of the Treasury Regulations or any similar provision of state, local or foreign Law by virtue of any Purchased Entity having been a member of a consolidated, combined, affiliated, unitary or other similar tax group or fiscal unit prior to the Closing, in each case other than Taxes as a result of any action by Buyer or any of its Affiliates after the Closing Date or any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date (other than (a) any action or transaction contemplated by this Agreement including actions taken pursuant to Section 6.18 or with respect to the Section 338(g) Elections, (b) actions taken at the direction of Seller or (c) actions required by applicable Law (without a reasonable alternative)) (collectively, the “Excluded Tax Liabilities”). Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.8(a)(i), a Buyer Indemnified Party may not recover for the same specific amount of Taxes or Losses more than one time. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 9.2 shall not apply to this Section 6.8(a)(i) (other than as expressly provided in Section 9.2(c)). For the avoidance of doubt, the disclosure of the Tax matters set forth on Schedule 4.8 of the Disclosure Letter shall not alter Seller’s indemnification obligations to Buyer for Taxes in this Section 6.8 or in Article 9. (ii) Except to the extent subject to indemnification pursuant to Section 7.1(a)(i) or Article 9, Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses incurred, sustained, suffered or paid by such Seller Indemnified Party arising out of or as a result of: (A) all liability for Taxes of the Company Purchased Entities for all Post-Closing Tax Periods, (B) Taxes imposed on the Purchased Assets for any Post-Closing Tax Period, (C) Taxes imposed on the Business for any Post-Closing Tax Period, (D) Taxes arising out of any breach by Buyer of any covenant in this Section 6.8, (E) Taxes arising out of any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but only on the Closing Date, except to the extent such Taxes exceed action was expressly contemplated by this Agreement (including actions taken at the amount accrued for such direction of Seller) or required by applicable Law (without a reasonable alternative), (F) Taxes in respect of Restricted Assets, Restricted Split Interests and Split Interests as described in Section 2.6 and (G) any Transfer Taxes or VAT that Buyer is responsible for under this Section 6.8. Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 6.8(a)(ii), a Seller Indemnified Party may not recover for the Closing Balance Sheetsame specific amount of Taxes or Losses more than one time. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, for the limitations in Section 9.2 shall not apply to this Section 6.8(a)(ii) (other than as expressly provided in Section 9.2(c)). (iii) To the extent reasonably practicable (or as otherwise reasonably agreed), Seller and Buyer shall or shall cause the tax year of each Purchased Entity (including by making elections with any taxable period relevant Taxing Authority) that ends on or begins before but has not closed prior to the Closing Date and to close (x) first, on the end of the day on the Closing Date to the extent permitted by applicable Law or (y) second, on the end of the day immediately preceding the Closing Date to the extent permitted by applicable Law. In the case of any Taxes where an applicable Straddle Period is not or cannot be closed pursuant to this Section 6.8(a)(iii), the amount of Taxes allocable to the portion of any the Straddle Period ending on the Closing Date or as a result (including for purposes of determining the transactions contemplated hereby, (B) all liability for any breach amount of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Pre-Closing Tax ActPeriod with respect to such Straddle Period) shall be deemed to be (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), or any increase the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up through and ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in clause (i) (such as franchise Taxes or loss Taxes that are based on or related to income, receipts or specific transactions), the amount of any such Taxes shall be determined based upon an interim closing of the books as if such taxable period ended as of the close of business on the Closing Date which shall be deemed to be 11:59 pm on the Closing Date and shall include all Taxes applicable to transactions that have been consummated during the period prior to such time. With respect to any Purchased Entity or Purchased Minority Interest that is a flow through entity for Tax benefits purposes or a “controlled foreign corporation” (as defined under the Code), Pre-Closing Taxes shall include any Taxes on the allocable income of such entity as if it was allocated pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi) as if Seller had sold all of its direct or indirect interests in any tax all Purchased Entities or Purchased Minority Interests immediately before the end of the taxable period that begins after ending on the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership based on an interim closing of the Companybooks method. (2iv) Purchaser shallNotwithstanding anything to the contrary herein, and shall cause in no event will Buyer or any Affiliate of Buyer be required to indemnify any Seller Indemnified Party for any Taxes to the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes extent a current asset attributable to a Purchaser Tax Actsuch Taxes (such as prepaid Taxes) was included in Final Closing Net Working Capital. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1) Subject Except to the provisions extent treated as a Current Liability in the calculation of Section 8.3Closing Working Capital, Sellers Seller and the Seller Related Parties, jointly and severally, shall (severally and not jointly, based on their respective Ownership Percentages) indemnify, defend indemnify each Buyer Indemnitee and hold each Purchaser Indemnitee them harmless from and against (Awithout duplication) (i) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (ii) any Loss attributable to any breach by Seller or Seller’s violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (iii) all liability for Taxes of the Company but only for all Pre-Closing Tax Periods; (iv) all Taxes of Seller for all taxable periods; (v) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to the extent such Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on an event or transaction occurring before the Closing Date Date; and (vi) with respect to all Straddle Periods, all Taxes of the portion Company that are allocable to the Pre-Closing Tax Period. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Notwithstanding anything to the contrary herein, (A) the Buyer Indemnitees’ sole remedy for Losses with respect to breaches of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m3.22 (other than Section 3.22(k), (l), (m) and or (Co)) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income shall be limited to Taxes of the Company or for Pre-Closing Tax Periods (together with any other person out-of-pocket fees and expenses (other than including attorneys’ and accountants’ fees) incurred in connection therewith); (B) the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers Buyer Indemnitees shall not be responsible entitled to indemnify, defend or hold harmless any Purchaser Indemnitee indemnification for Losses with respect to Taxes resulting from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins transactions occurring on the Closing Date after the Closing Dateoutside the ordinary course of business; (C) the Buyer Indemnitees shall not be entitled to any indemnification for Losses with respect to Taxes arising out of or attributable to the breach by a Buyer of any of its covenants, including agreements, undertakings or obligations in this Agreement regarding Tax matters; and (D) the Buyer Indemnitees shall not be entitled to any portion of a Straddle Period that begins after indemnification for Losses with respect to Taxes to the extent such Taxes shown due and owing were taken into account as liabilities in computing the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the CompanyWorking Capital. (2) Purchaser shall, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability for Taxes attributable to a Purchaser Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1i) Subject to From and after the provisions of Section 8.3Closing Date, Sellers Seller shall indemnify Buyer and its Affiliates (severally including the Company and not jointlyits Subsidiaries after the Closing), based on their respective Ownership Percentages) indemnify, defend and hold each Purchaser Indemnitee harmless them harmless, from and against (A) any and all liability for income Taxes of imposed upon the Company but only and its Subsidiaries with respect or pursuant to the extent such Taxes exceed the amount accrued for such Taxes in the (1) any Pre-Closing Balance Sheet, for Period or (2) any taxable period that ends on or before the Closing Date and Straddle Period with respect to the portion of any such Straddle Period ending on and including the Closing Date or (such portion, a “Pre-Closing Straddle Period”) to the extent the dollar amount of such Tax is not included as a result of liability for Taxes in determining the transactions contemplated herebyClosing Net Working Capital, and (B) all liability without duplication for amounts indemnified under clause (A), a breach or inaccuracy in any breach of Sellers’ representations and warranties representation or warranty contained in Section 3.3(m) 4.17 hereof, determined as if such representation and (C) all liability (warranty were given as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company or any other person Closing Date. (other than the Companyii) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins From and after the Closing Date, including Buyer shall indemnify Seller and its Affiliates, and hold Seller and its Affiliates harmless, from and against all Taxes imposed upon the Company and its Subsidiaries with respect or pursuant to (A) any taxable period commencing after the Closing Date and (B) the portion of a the Straddle Period that begins commencing after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company. (2iii) Purchaser shallFor purposes of this Section 6.10(c), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the Pre-Closing Straddle Period shall cause be deemed equal to the Company toamount which would be payable if the relevant taxable period ended on the Closing Date. However, indemnifyexemptions, defend and hold each Seller Indemnitee harmless from and against all liability allowances or deductions that are calculated on an annual basis, such as the deduction for Taxes attributable to depreciation, shall be apportioned ratably between such periods on a Purchaser Tax Actdaily basis. (3iv) Any indemnity payment required to be made pursuant to The indemnifications provided by this Section 7.7 6.10(c) shall be paid within 30 survive the Closing Date until ninety (90) days after the indemnified party makes written demand upon expiration of the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments)applicable statute of limitations.

Tax Indemnification. (1a) Subject to ARI shall indemnify the provisions ARI Shareholders and their affiliates (including each Company) and each of Section 8.3, Sellers shall (severally and not jointly, based on their respective Ownership Percentages) indemnifyofficers, defend directors, employees and agents and hold each Purchaser Indemnitee them harmless from and against (Ai) all liability for Taxes of any Company for the Company but only to the extent such Taxes exceed the amount accrued for such Taxes in the Pre-Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion of any Straddle Tax Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (Cii) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Income Taxes of the Company any Affiliated Group or any other person member of any Affiliated Group and (other than the Companyiii) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any all liability for Taxes reasonable legal fees and expenses attributable to a Purchaser Tax Act, or any increase item in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Companyclause (i) and (ii) above. (2b) Purchaser The ARI Shareholders shall, and shall cause the each Company to, indemnifyindemnify ARI and its affiliates and each of their respective officers, defend directors, employees and agents and hold each Seller Indemnitee them harmless from and against (i) all liability for Taxes of each such Company (other than Taxes described in clauses (a)(i) or (a)(ii) of this Section 7) and (ii) all liability for reasonable legal fees and expenses attributable to a Purchaser Tax Actany item in clause (i) above. (3c) Any In the case of any taxable period that includes (but does not end on) the Closing Date (each a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of any Company attributable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of any Company (other than Property Taxes and severance Tax) attributable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. ARI's indemnity obligation in respect of Taxes for a Straddle Period that are ARI's responsibility under this Section 7 shall initially be effected by its payment to the relevant Company of the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the amount of such Taxes paid by ARI or any of its affiliates (other than any Company) at any time plus the amount of such Taxes paid or accrued by any Company on or prior to the Closing Date. ARI shall initially pay such excess to the relevant Company within five days prior to the due date of any return, report or form with respect to Straddle Period Taxes. If the amount of such Taxes paid by ARI or any of its affiliates (other than any Company) at any time plus the amount of such Taxes paid or accrued by any Company on or prior to the Closing Date exceeds the amount payable by ARI pursuant to the preceding sentence, such Company shall pay to ARI the amount of such excess (a) in the case of Property Taxes, at the Closing and (b) in all other cases, within five days prior to the due date of the return, report or form with respect to the final liability for such Taxes is required to be filed. (d) The payments to be made pursuant to this Section 7.7 7 by any person with respect to Taxes shall be paid appropriately adjusted to reflect any final determination with respect to such Taxes. (e) For purposes of this Section 7, (A) "Tax" or "Taxes" shall mean all Federal, state, local and foreign taxes, charges, fees, levies and assessments, and any other governmental impositions of any kind whatsoever, which may be imposed, no matter how measured or applied, including all interest, penalties and additions imposed with respect to such amounts; (B) "Pre-Closing Tax Period" shall mean all taxable periods ending on or before the Closing Date and the portion ending on the Closing Date of any taxable period that includes (but does not end on) such day; and (C) "Affiliated Group" shall mean each affiliated group (within 30 days after the indemnified party makes written demand upon meaning of Section 1504 of the indemnifying partyCode) or consolidated, but in no case earlier than five business days prior to combined or unitary group (under any state or local Tax law) of which any such Company is or has been a member and which ARI is the date on which common parent within the relevant Taxes are required to be paid to meaning of Section 1504 of the relevant taxing authority (including estimated Code or any analogous provision of state or local Tax payments)law.

Tax Indemnification. (1a) Subject to the provisions of Section 8.3Sellers shall, Sellers shall (severally without duplication, jointly and not jointlyseverally, based on their respective Ownership Percentages) indemnifyindemnify each Company, defend Buyer, and each Buyer Indemnitee and hold each Purchaser Indemnitee them harmless from and against (Aa) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.21; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII; (c) all liability for Taxes of the Company but only Companies or relating to the extent such business of the Companies for all Pre-Closing Tax Periods; (d) all Taxes exceed the amount accrued for such Taxes in the Closing Balance Sheetof any member of an affiliated, for consolidated, combined or unitary group of which either Company (or any taxable period that ends predecessor of either Company) is or was a member on or before prior to the Closing Date and the portion by reason of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of under Treasury Regulation Section 1.1502-6 or otherwiseany comparable provisions of foreign, state or local Law; and (e) for Income any and all Taxes of any Person imposed on either Company arising under the Company principles of transferee or any other person successor liability or by contract, relating to an event or transaction occurring before the Closing Date; provided, however, that in the case of clauses (other than the Companyc), (d) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined and (or is or has ever been required to joine) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed or implied herein to the contraryabove, Sellers shall not be responsible to indemnify, defend liable for any Taxes treated as a Liability in the calculation of Closing Working Capital or hold harmless any Purchaser Indemnitee from any liability reflected in the amount of accruals for Taxes attributable (excluding reserves for deferred Taxes established to a Purchaser reflect the timing differences between book and Tax Actincome) included on the Interim Balance Statement, or any increase in Taxes or loss as such accruals are adjusted for the passage of Tax benefits in any tax period that begins after time through the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership Date in accordance with past custom and practice of the Companies. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Sellers shall reimburse Buyer for any Taxes of either Company that are the responsibility of any Seller pursuant to this Section 7.03 within ten Business Days after payment of such Taxes by Buyer or such Company. (2b) Purchaser Buyer shall, without duplication, jointly and shall cause the Company toseverally, indemnify, defend indemnify each Seller and each Sellers’ Indemnitee and hold each Seller Indemnitee them harmless from and against all liability for Taxes any Loss attributable to a Purchaser Tax Actany breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid to the relevant taxing authority (including estimated Tax payments).

Tax Indemnification. (1a) Subject Effective at and after the Closing and subject to the other provisions of this Article 12, (except Section 8.312.3), Sellers shall (severally Seller hereby indemnifies Buyer and not jointlyits Affiliates, based on and their respective Ownership Percentages) indemnifysuccessors and assigns, against, and agrees to defend and hold each Purchaser Indemnitee of them harmless from for any and against all damages, penalties, fines, costs, losses and expenses (Aincluding reasonable legal fees and expenses in connection with any action, suit or proceeding, including amounts paid in settlement) all liability for Taxes of imposed upon or actually incurred or suffered by Buyer or its Affiliates, including the Company but only Combined Companies, to the extent such amounts are in connection with, resulting from or arising out of any: (i) income Taxes exceed imposed exclusively on Seller (including Taxes imposed on the amount accrued for such Taxes in the Closing Balance Sheet, for any taxable period that ends on or before the Closing Date and the portion sale of Shares pursuant to this Agreement); (ii) liability of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability Combined Companies for unpaid Taxes of any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result of Person under Treasury Regulation Section 1.1502-6 (or otherwiseany similar provision of state, local, or foreign law) for Income any Tax Period ending on or before the Closing Date; and (iii) Taxes of for any Pre-Closing Tax Period to the extent that Taxes for such Pre-Closing Tax Period have not been paid by such Combined Company or any other person (other than the Company) which is or has ever been affiliated with the Company, or with whom the Company joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Return, prior to the Closing. Notwithstanding anything expressed Closing Date; provided, however, that Seller shall have no liability under this Section 12.4 for: (A) more than 50% of any Transfer Taxes; (B) any Taxes included in calculating the Working Capital or implied herein to Post Closing Accounting Adjustments; or (C) any Taxes arising on the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins Closing Date but after the Closing Datethat arose as a result of actions of Buyer or its Affiliates, including any portion the Combined Companies, other than in the Ordinary Course of a Straddle Period that begins Business. (b) Effective at and after the Closing Dateand subject to the other provisions of this Article 12, resulting from the Purchaser’s direct or indirect ownership of the Company. (2) Purchaser shallBuyer hereby indemnifies Seller and its Affiliates, and shall cause the Company totheir respective successors and assigns, indemnifyagainst, and agrees to defend and hold each of them harmless for any and all damages, penalties, fines, costs, losses and expenses (including reasonable legal fees and expenses in connection with any action, suit or proceeding, including amounts paid in settlement) imposed upon or actually incurred or suffered by Seller Indemnitee harmless or its Affiliates to the extent such amounts are in connection with, resulting from and against all liability for or arising out of any: (i) Taxes not attributable to a Purchaser Pre-Closing Tax ActPeriod; and (ii) Taxes arising on the Closing Date but after the Closing that arose as a result of actions of Buyer or its Affiliates, including the Combined Companies, other than in the Ordinary Course of Business; and (iii) Transfer Taxes exceeding the 50% thereof for which Seller is responsible pursuant to Section 10.2(d). (3c) Any indemnity payment required to be Buyer and Seller agree that any payments made pursuant to this Section 7.7 12.4 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior treated for all Tax purposes as an adjustment to the date Purchase Price unless otherwise required by Applicable Law. (d) For purposes of this Section 12.4, the amount of Taxes for a Straddle Period that are allocable to the portion of the Straddle Period that is included in a Pre-Closing Tax Period shall be determined as follows: (y) in the case of real property Taxes, personal property Taxes and similar ad valorem Taxes and Taxes on capital, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (z) in the case of all other Taxes, determined as though the taxable year of the relevant Taxes are required to Combined Company terminated at the close of business on the Closing Date except that deductions for depreciation and comparable Tax items for the Straddle Period shall be paid allocated to the relevant taxing authority (including estimated Pre-Closing Tax payments)Period on a per diem basis.

Tax Indemnification. (1a) Subject to From and after the provisions of Section 8.3applicable Closing, Sellers Seller shall indemnify Purchaser and its Affiliates (severally and not jointly, based on their respective Ownership Percentagesincluding the Transferred Subsidiaries) indemnify, defend against and hold each Purchaser Indemnitee them harmless from and against (A) all liability for Taxes of the Company but only any Loss to the extent such attributable to: (i) any Taxes exceed imposed on or with respect to any Transferred Subsidiary (or for which any Transferred Subsidiary is otherwise liable), as the amount accrued for such Taxes in the case may be, with respect to any Pre-Closing Balance SheetDate Tax Period (including, for the avoidance of doubt, any taxable period that ends on interest, penalty or before addition to Tax accruing after the Closing Date and on any Taxes for which Seller is liable under this Section 13.01(a)(i)), including any such liability arising under principles of transferee or successor liability, (ii) Taxes, including Taxes arising under the portion of any Straddle Period ending on the Closing Date or as a result of the transactions contemplated hereby, (B) all liability for any breach of Sellers’ representations and warranties contained in Section 3.3(m) and (C) all liability (as a result provisions of Treasury Regulation Section 1.1502-6 (or otherwiseany similar provision of state, local or foreign Law), arising by virtue of any Transferred Subsidiary, on or prior to the applicable Closing Date, having been a member of a consolidated, affiliated, combined or unitary group that had a common parent of Alcoa, Inc. or any Affiliate thereof (other than a Transferred Subsidiary), (iii) for Income Taxes arising from any Transferred Subsidiary including any income or gain in any Post-Closing Date Tax Period under Section 453 of the Company Code (or any similar provision of state, local or foreign Law) in respect of any transaction occurring prior to the applicable Closing, (iv) Taxes arising from or attributable to any Post-Signing Restructuring Action other than (A) any such Taxes for a Post-Closing Date Tax Period arising from or attributable to Purchaser or any of its Affiliates (including any Transferred Subsidiary) having a lower Tax basis in any Acquired Asset or in the stock of any Transferred Subsidiary than would otherwise have existed if no Post-Signing Restructuring Actions had been undertaken, (B) any such Taxes for a Post-Closing Date Tax Period that would not have arisen but for any action taken by the Purchaser or any of its Affiliates (including any Transferred Subsidiary) other than in the ordinary course of business (and, for the avoidance of doubt, any restructuring conducted by Purchaser or any of its Affiliates (including any Transferred Subsidiary) after the applicable Closing shall not be in the ordinary course) and (C) any such Taxes for a taxable period (or portion thereof) beginning after December 31, 2008, (v) withholding Taxes imposed on the payment of any consideration (including through the assumption of debt or any amount treated as an adjustment to the Worldwide Purchase Price for Tax purposes) by Purchaser or any of its Affiliates to Seller or any of its Affiliates pursuant to this Agreement or any other person Transaction Agreement which Purchaser failed to withhold or any other Taxes arising from the transactions contemplated by Section 7.12, 10.05 or 10.06 of this Agreement, (vi) Taxes arising from any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign Law) arising from the manner in which any item was reported for a taxable period (or portion thereof) ending on or prior to the applicable Closing, (vii) Taxes of any Selling Company (other than non-Income Taxes with respect to any Acquired Asset for a Post-Closing Date Tax Period) or with respect to any Acquired Asset for a Pre-Closing Date Tax Period, (viii) Taxes arising as a result of any inclusion under Section 951(a) of the Code (or any similar or corresponding provision of state or local Tax law) with respect to any Transferred Subsidiary attributable to (A) “subpart F income,” within the meaning of Section 952 of the Code (or any similar or corresponding provision of state or local Tax law), received or accrued on or prior to the applicable Closing Date or (B) the holding of “United States property,” within the meaning of Section 956 of the Code (or similar or corresponding provision of state or local Tax Law), on or prior to the applicable Closing Date, computed, in each case, based on the amount of such Taxes that would be payable with respect to any Transferred Subsidiary if the relevant Tax period ended on the applicable Closing Date, (ix) Taxes resulting from a breach of any Tax-related covenants contained in this Agreement (including, for the avoidance of doubt, the covenants contained in Section 7.03) by Seller or any Affiliate of Seller (other than any Transferred Subsidiary), or, prior to the applicable Closing, by any Transferred Subsidiary, (x) incremental U.S. Taxes arising from any Acquired Asset of the U.S. Country Unit having a “carryover” Tax basis due to the application of Treasury Regulation § 1.338-8(f) (but only if and to the extent the application of such Treasury Regulation § 1.338-8(f) attributable to any action occurring before the applicable Closing), (xi) any obligation to indemnify or hold harmless any Person (other than a Transferred Subsidiary) for Taxes (A) pursuant to any M&A Contract to which any Transferred Subsidiary was a party on or prior to the applicable Closing Date or (B) pursuant to any M&A Contract assumed or assigned to Purchaser or any of its Affiliates under this Agreement or under any other Transaction Agreement, and (xii) Taxes arising from the purchase and sale hereunder of a 5% interest in Grupo Alcoa, S. de ▇.▇. de C.V. and any Taxes arising from the Mexican 338 Elections. Purchaser and Seller agree that the amount of Seller’s and its Affiliates’ obligations under this Section 13.01(a) shall (i) not be reduced as a result of any net operating loss, net capital loss or other Tax credit or benefit of any Transferred Subsidiary that is attributable to, arises from or relates to any Post-Closing Date Tax Period and (ii) be reduced as a result of any net operating loss, net capital loss or other Tax credit or benefit of any Transferred Subsidiary that is attributable to, arises from or relates to any Pre-Closing Date Tax Period (but only if and to the extent that any such Tax benefit actually reduces any Tax for which Seller is otherwise responsible under this Section 13.01(a)). Notwithstanding anything contained in this Section 13.01, Seller shall not be liable under this Section 13.01 for any liability to the extent attributable to or resulting from (i) Taxes covered by Section 14.05 or (ii) a breach by Purchaser or an Affiliate of Purchaser (other than the CompanyTransferred Subsidiaries), or, after the applicable Closing, by any of the Transferred Subsidiaries, of any Tax-related covenant contained in this Agreement. Purchaser and Seller further agree with respect to this Section 13.01(a) that Seller shall not indemnify Purchaser and its Affiliates (including the Transferred Subsidiaries) against and hold them harmless against any Loss attributable to U.S. federal, state, local and foreign payroll Taxes to the extent of the actual dollar amount of such Taxes included in Working Capital. (b) From and after the applicable Closing, Purchaser shall cause the Transferred Subsidiaries to indemnify Seller and its Affiliates against and hold them harmless from any Loss to the extent attributable to (i) any Taxes imposed on or with respect to the Transferred Subsidiaries (or for which any Transferred Subsidiary is otherwise liable) for any Post-Closing Date Tax Period, (ii) any Taxes resulting from a breach of any Tax-related covenant contained in this Agreement by Purchaser or has ever been affiliated with any Affiliate of Purchaser (other than the CompanyTransferred Subsidiaries) or, after the applicable Closing, by any Transferred Subsidiary and (iii) any Taxes relating solely to the Acquired Assets for any Post-Closing Date Tax Periods. Notwithstanding anything contained in this Section 13.01, Purchaser shall not be liable under this Section 13.01 for any liability to the extent attributable to (i) Taxes covered by Section 14.05, (ii) Losses for which indemnity is required under Section 13.01(a) or 13.02, (iii) any Taxes for which a gross-up payment is required by Seller under Section 13.04(ii) (or which are otherwise taken into account under Section 13.04), or with whom the Company joins (iv) a breach by Seller or has ever joined any Affiliate of Seller (or is or has ever been required to join) in filing any consolidatedother than a Transferred Subsidiary), combined or unitary Returnor, prior to the applicable Closing. Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax ActTransferred Subsidiary, or any increase covenant contained in Section 14.02. (c) In the case of any Taxes that are payable for a Straddle Tax Period, to the extent permitted by law or loss administrative practice, the taxable year of Tax benefits in any tax period a Transferred Subsidiary that begins after includes the applicable Closing Date shall be treated as closing on (and including) such Closing Date, including so long as doing so does not have any portion material adverse impact on such Transferred Subsidiary. In the case of any Tax that is payable for a Straddle Tax Period that begins after is not treated under the preceding sentence as closing on the applicable Closing Date, resulting from the Purchaser’s direct or indirect ownership portions of such Tax that relate to the Company.Pre-Closing Date Tax Period shall be deemed to be: (2i) Purchaser shallin the case of any property Tax, and shall cause the Company to, indemnify, defend and hold each Seller Indemnitee harmless from and against all liability amount of such Tax for Taxes attributable to the Straddle Tax Period multiplied by a Purchaser fraction the numerator of which is the number of days in the Straddle Tax Act. (3) Any indemnity payment required to be made pursuant to this Section 7.7 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days Period on or prior to the date on applicable Closing Date, and the denominator of which is the number of all days in the entire Straddle Tax Period; and (ii) in the case of any Tax (other than any property Tax), the amount that would be payable if the relevant Taxes are required Tax period ended on the applicable Closing Date. For the avoidance of doubt, for purposes of Section 13.01(c)(ii), in the case of any Income Tax attributable to the ownership of an entity that is taxed as a partnership or of any other entity that is treated as a “flow-through” entity for Tax purposes (excluding a “controlled foreign corporation” within the meaning of Section 957(a) of the Code), the portion of such Income Tax that relates to the Pre-Closing Date Tax Period shall be deemed to be paid to the amount that would be payable if the relevant taxing authority (including estimated Tax payments)period of such “flow-through” entity ended on the applicable Closing Date.