Common use of Tax Indemnification Clause in Contracts

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.

Tax Indemnification. Company (i) Subject to Section 6.5(d)(v), from and after the Closing, Seller Parent shall agrees to indemnify Investor, and each Investor Indemnitee and hold them harmless Purchaser and its Subsidiaries (including the Conveyed Subsidiaries and their Subsidiaries after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) from and against all liability, without duplication, for (a1) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company Conveyed Subsidiaries and their Subsidiaries for any Pre-Closing Tax Period (including any Taxes payable in respect of an election under Section 965(h) of the Code), (2) Taxes of any Seller (other than any Transfer Taxes and VAT for which Purchaser is responsible hereunder) including, Taxes (other than Taxes of the Conveyed Subsidiaries and their Subsidiaries) imposed with respect to, arising out of or relating to the Purchased Assets or the Business of the Company for all a Pre-Agreement Closing Tax Periods; Period, (d3) all Taxes of any member of an affiliated, consolidated, combined or unitary group of Person (other than the Conveyed Subsidiaries and their Subsidiaries) for a Pre-Closing Tax Period for which the Company any Conveyed Subsidiary (or any predecessor of the CompanySubsidiary thereof) is or was a member on or prior to the Initial Closing Date by reason of a liability liable under Treasury Regulation Section 1.1502-6 (or any comparable provisions a similar provision of foreignstate, state local or local foreign Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of ), or as a transferee or successor liability or by contractContract (other than Contracts that do not relate primarily to Taxes), relating (4) Taxes arising out of or resulting from any breach of any covenant or agreement of Seller Parent or any of its Affiliates contained in this Agreement, (5) Taxes for a Pre-Closing Tax Period imposed on (x) any transaction effected pursuant to an event Section 2.3(b), (y) any settlement of any intercompany accounts of Seller Parent or its Subsidiaries pursuant to Section 6.7, or (z) any transaction occurring before the Agreement Date. In each or step forming part of the above casesSeller Internal Restructurings, together (6) Transfer Taxes for which Seller Parent is responsible under Section 6.5(j), (7) Taxes required to be deducted or withheld with respect to the payment of the Purchase Consideration or any documented out-of-pocket amounts payable to Seller Parent pursuant to Section 2.8 or Section 2.9, including any penalties imposed on Purchaser as a result of Purchaser’s failure to deduct or withhold any such amounts that Purchaser (or a Purchaser Designated Affiliate) was permitted to withhold under Section 2.10 (in each case, subject to Purchaser’s compliance with the notice and cooperation requirements of Section 2.10 and except for any such Taxes (and any related penalties) required to be deducted or withheld solely as a result of any assignment by Purchaser or its Affiliates for which Purchaser is responsible pursuant to Section 10.3), (8) Taxes arising from any breach of any representation or warranty contained in Section 4.16(k), (9) Taxes arising as a result of any Conveyed Subsidiary or any Subsidiary of any Conveyed Subsidiary at any time ceasing to be a member of a group for the purposes of any Tax, of which group Seller Parent or any Subsidiary of Seller Parent is or was also a member and (10) any costs and expenses, including reasonable legal and accounting fees and expenses expenses, attributable to any item described in clauses (including reasonable third-party attorneys’ and accountants’ fees1) incurred in connection therewith. Investor through (9) (any such Taxes for which Seller Parent is responsible pursuant to this Section 6.5(d)(i), subject to the following proviso, “Seller Indemnified Taxes”); provided that Seller Parent shall not be required to indemnify Company Parent, and each Company Parent Indemnitee and or hold them harmless any Purchaser Tax Indemnified Party from and against any liability pursuant to this Section 6.5(d)(i) for (iA) any Loss Taxes attributable to any breach or violation ofaction taken after the Closing by Purchaser, any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries), or failure any transferee of Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries), other than any such action that (1) is in the ordinary course of business, (2) is expressly permitted or contemplated by this Agreement, or (3) is required to fully performbe taken in order to comply with applicable Law or as a result of a change in applicable Law (a “Purchaser Tax Act”), (B) Taxes that were reflected, accrued or reserved for in the Final Closing Statement, Final Business Working Capital, or Final Business Net Cash, (C) Income Taxes to the extent that a Conveyed Subsidiary or any covenantSubsidiary thereof had any Tax Assets as of the close of business on the Closing Date that were available, agreementor would have been available but for their prior utilization by Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries after the Closing) to offset or otherwise reduce the applicable Tax Liability in respect of such Income Taxes (except any Tax Asset reflected as an asset in the Final Closing Statement and taken into account in the calculation of the Final Business Working Capital or the Final Business Net Cash), undertaking or obligation in this Article VI; (D) Taxes for which Purchaser Parent is responsible under Section 6.5(d)(ii). (ii) Subject to Section 6.5(d)(v), from and after the Closing, Purchaser Parent shall indemnify and hold harmless the Purchaser Tax Indemnified Parties from and against all liability, without duplication, for (1) all Taxes of Purchaser Parent and its Affiliates (other than Purchaser and its Subsidiaries) for any Tax period (other than Transfer Taxes and VAT for which Seller Parent is responsible hereunder), (2) Taxes of Purchaser and its Subsidiaries (other than the Company or relating to the Business of the Company Conveyed Subsidiaries and their Subsidiaries) for all Postany Pre-Agreement Closing Tax Periods; Period, (iii3) all Taxes of any member of an affiliated, consolidated, combined or unitary group of Person for a Pre-Closing Tax Period for which the Investor Purchaser (or any predecessor of the InvestorSubsidiary thereof other than any Conveyed Subsidiaries and their Subsidiaries) is or was a member on or prior to the Initial Closing Date by reason of a liability liable under Treasury Regulation Section 1.1502-6 (or a similar provision of state, local or foreign Law), or as a transferee or successor or by Contract (other than Contracts that do not relate primarily to Taxes), (4) Taxes arising out of or resulting from any breach of any covenant or agreement of Purchaser Parent, Purchaser or their respective Affiliates contained in this Agreement, (5) Transfer Taxes for which Purchaser Parent is responsible under Section 6.5(j), (6) Taxes arising from any breach of any representation or warranty in Section 5.17(k), (7) Taxes for a Pre-Closing Tax Period imposed on (x) any settlement of any intercompany accounts of Purchaser or any comparable provisions Subsidiary of foreignPurchaser, state on the one hand, and Purchaser Parent or local any Subsidiary of Purchaser Parent (other than Purchaser and its Subsidiaries), on the other hand, pursuant to Section 6.7 or (y) any transaction or step forming part of the Purchaser Internal Restructurings, (8) Taxes required to be deducted or withheld with respect to any amounts payable to Purchaser Parent pursuant to Section 2.8 or Section 2.9, including any penalties imposed on Purchaser as a result of Purchaser’s failure to deduct or withhold any such amounts, (9) Taxes arising as a result of Purchaser or any Subsidiary of Purchaser (other than any Conveyed Subsidiary or a Subsidiary thereof) at any time ceasing to be a member of a group for the purposes of any Tax, of which group Purchaser Parent or any Subsidiary of Purchaser Parent (other than Purchaser or any Subsidiary of Purchaser) is or was also a member and (10) any costs and expenses, including reasonable legal and accounting fees and expenses, attributable to any item described in clauses (1) through (9) (any such Taxes for which Purchaser Parent is responsible pursuant to this Section 6.5(d)(ii), subject to the following proviso, “Purchaser Parent Indemnified Taxes”); provided that Purchaser Parent shall not be required to indemnify or hold harmless any Purchaser Tax Indemnified Party from and against any liability for (A) Taxes attributable to any action taken after the Closing by Seller Parent or any of its Affiliates, other than any such action that (1) is in the ordinary course of business, (2) is expressly permitted or contemplated by this Agreement, or (3) is required to be taken in order to comply with applicable Law or as a result of a change in applicable Law (a “Seller Tax Act”), (B) Taxes that were reflected, accrued or reserved for in the Final Closing Statement, Final Purchaser Working Capital or the Final Purchaser Net Cash, (C) Income Taxes to the extent that Purchaser or any Subsidiary thereof had any Tax Assets as of the close of business on the Closing Date that were available, or would have been available but for their prior utilization by Purchaser or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries after the Closing), to offset or otherwise reduce the applicable Tax Liability in respect of such Income Taxes (except any Tax Asset reflected as an asset in the Final Closing Statement and taken into account in the calculation of the Final Purchaser Working Capital or the Final Purchaser Net Cash), or (D) Taxes for which Seller Parent is responsible under Section 6.5(d)(i). (iii) To the extent permitted or required by applicable Law, the taxable year of each of the Conveyed Subsidiaries and their Subsidiaries and any Subsidiary of Purchaser that includes the Closing Date shall be treated as closing on (and including) the Closing Date. Otherwise, for purposes of this Agreement, in the case of any Straddle Period: (A) Property Taxes allocable to the Pre-Closing Tax Period shall be computed based upon the ratio of the number of days in the Pre-Closing Tax Period to the number of days in the entire Straddle Period; and (B) Taxes (other than Property Taxes) allocable to the Pre-Closing Tax Period 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 Conveyed Subsidiaries (and their Subsidiaries) and Seller Parent, or in the case of any Taxes of Purchaser Parent and Purchaser (and their Subsidiaries prior to the Closing), in each case attributable to the ownership of any equity interest in any partnership or other “flow through” entity for tax purposes (including of any “controlled foreign corporation,” as defined under the Code) as if the Tax period of such partnership or other “flow through” entity ended as of the close of business on the Closing Date with the Taxes of such entity for the Pre-Closing Tax Period deemed to include any Taxes on the allocable income of such entity in respect of such Tax period; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period. (iv) Any claim for indemnification under this Section 6.5(d) shall be made in writing upon the party from whom indemnification is sought, and shall specify in reasonable detail the basis for such claim. Any indemnity payment required to be made pursuant to this Section 6.5(d) shall be made within thirty (30) days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five (5) Business Days prior to the date on which the relevant Taxes are required to be paid to the applicable Taxing Authority. (v) With respect to any Taxes suffered or incurred by any Conveyed Subsidiary (or any Subsidiary thereof) that was not wholly owned by Seller Parent (directly or indirectly) as of immediately prior to the Closing, the indemnification obligations of Seller Parent pursuant to Section 6.5(d)(i) in respect of such Taxes (or related costs and all expenses) shall in no event exceed an amount equal to (A) the amount of such Taxes (or related costs and expenses) for which the Purchaser Tax Indemnified Parties would otherwise be entitled to indemnification pursuant to Section 6.5(d), as if such Conveyed Subsidiary (or any Subsidiary thereof) were wholly owned by Seller Parent, multiplied by (B) the direct and indirect percentage ownership of Seller Parent of such Conveyed Subsidiary (or Subsidiary thereof) as of immediately prior to the Closing. With respect to any Taxes suffered or incurred by any Subsidiary of Purchaser Parent (including Purchaser and its Subsidiaries) that was not wholly owned by Purchaser Parent (directly or indirectly) as of immediately prior to the Closing, the indemnification obligations of Purchaser Parent pursuant to Section 6.5(d)(ii) in respect of such Taxes (or related costs and expenses) shall in no event exceed an amount equal to (A) the amount of such Taxes (or related costs and expenses) for which the Purchaser Tax Indemnified Parties would otherwise be entitled to indemnification pursuant to Section 6.5(d), as if such Subsidiary were wholly owned by Purchaser Parent, multiplied by (B) the direct and indirect percentage ownership of Purchaser Parent of such Subsidiary as of immediately prior to the Closing. (vi) Without duplication to any other amounts paid pursuant to this Section 6.5: (A) Within thirty (30) days following the filing of any person imposed Income Tax Return for any Conveyed Subsidiary (or any Subsidiary thereof), on the Company arising under one hand, or Purchaser (or any Subsidiary thereof, other than the principles Conveyed Subsidiaries and their Subsidiaries), on the other hand, for any Pre-Closing Tax Period or for any Straddle Period, Seller Parent or Purchaser Parent shall (or Purchaser Parent shall cause Purchaser to) prepare a statement showing (i) the amount of transferee Income Taxes shown as due on such filed Income Tax Return with respect to the relevant Pre-Closing Tax Period or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each portion of any Straddle Period ending on and including the Closing Date (the “Final Pre-Closing Income Tax Amount”) and (ii) the amount of the above casesSeller Accrued Income Taxes or Purchaser Accrued Income Taxes, together as applicable, attributable to such Income Tax Return as reflected on the Final Closing Statement (the “Pre-Closing Income Tax Amount”) and deliver such statement to Seller Parent and Purchaser Parent, as applicable. Purchaser Parent or Seller Parent, as applicable, shall have a period of fifteen (15) Business Days to provide comments to a schedule prepared (or caused to be prepared) by Seller Parent or Purchaser Parent, respectively. If Purchaser Parent or Seller Parent, as applicable, do not provide any comments to Seller Parent or Purchaser Parent, respectively, during such period, the statement as so prepared shall be final and binding. (B) In the event the Final Pre-Closing Income Tax Amount with respect to any documented outIncome Tax Return is less than the amount of the Pre-ofClosing Income Tax Amount attributable to such Income Tax Return that was included on the Final Closing Statement, the Purchaser shall within five (5) Business Days following the finalization of the Final Pre-pocket fees Closing Income Tax Amount hereunder (i) pay to Seller Parent the amount of such difference with respect to a Conveyed Subsidiary and expenses their Subsidiaries and (ii) pay to Purchaser Parent the amount of such difference with respect to Purchaser and its Subsidiaries. (vii) The Parties shall use reasonable best efforts to structure any indemnity payment, true-up payment, or payment in respect of Tax Benefits made by any Party pursuant to this Agreement (including pursuant to this Section 6.5, Section 6.6 and Article VII) and any payment made by Purchaser Parent to Purchaser pursuant to Section 2.8 or Section 2.9 in the manner set forth in Clause 10 of the Structuring Considerations Agreement. The Parties shall use reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithbest efforts to structure as a special dividend any payment made by Purchaser to Purchaser Parent pursuant to Section 2.8, Section 2.9 or this Section 6.5.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation ofFrom and after the Closing Date, or failure to fully performParent and Seller shall indemnify and defend Buyer, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes its Affiliates and each member of the Company Group (each, a “Tax Indemnified Buyer Party” and collectively, the “Tax Indemnified Buyer Parties”) against and hold the Tax Indemnified Buyer Parties harmless from any and all of the following Taxes and related Damages (in each case, whether imposed, assessed, due or relating otherwise payable directly, as a successor or transferee, jointly and/or severally, pursuant to the Business a contract or other agreement entered (or assumed) by any member of the Company Group on or prior to the Closing Date, or for all any other reason) actually incurred (each a “Tax Loss” and collectively, the “Tax Losses”), subject to the limitations in Section 9.3(f) of the Agreement, in respect of: (i) Taxes of any member of the Company Group attributable to taxable periods ending on or before the Closing Date or allocable under Section 5 of this Annex I to the portion of any Straddle Period ending on the Closing Date (“Pre-Agreement Tax PeriodsClosing Taxes”, and such periods (and portions thereof), collectively, the “Pre-Closing Taxable Period”); (dii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any member of the Company (or any predecessor of the Company) Group is or was a member on or prior to the Initial Closing Date by reason (including the Affiliated Group), including such Taxes that any member of a liability the Company Group is liable for under Treasury Regulation Section Treas. Reg. § 1.1502-6 or any comparable provisions provision of foreign, state or local Law; (iii) Taxes resulting from (A) a breach of a representation or warranty contained in Section 3.8 (Tax Matters) (in each case construed as if they were not qualified by “knowledge,” “material,” “material adverse effect” or similar language) or (B) a breach of a covenant or other agreement of the Seller contained in this Annex I or Section 6.1(a)(ii)(N); (iv) Seller’s allocable share of all Transfer Taxes as determined under Section 8 of this Annex I; (v) Taxes resulting from any loss, reduction, disallowance, or unavailability (in whole or in part) of any refund (whether as cash or a credit or offset against Taxes otherwise payable) that (A) was included in the computation of Net Working Capital or Net Company Debt as finally determined or (B) gave rise to a payment to, or for the benefit of Seller under Section 6 of this Annex I; (vi) Taxes resulting from the Pre-Closing Transactions; and (evii) Taxes incurred by Buyer, or any of its Affiliates with respect to any income of any member of the Company Group that is a “controlled foreign corporation” or partnership for U.S. federal Income Tax purposes which was realized in its year including the Closing Date, but is attributable to the portion of such year that ends on the Closing Date (computed assuming each member of the Company Group had a year that ended as of the end of the Closing Date); provided, however, that Parent and Seller shall not be liable for (x) any Taxes to the extent reserved for as an Included Current Liability in the computation of Net Working Capital, as finally determined (or in the case of Income Taxes, to the extent included in the computation of Net Company Debt, as finally determined); (y) any Taxes imposed on any member of the Company Group as a result of transactions occurring on the Closing Date that are outside the ordinary course of business and all Taxes not contemplated by this Agreement and properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing; or (z) any interest or penalties imposed or assessed, or Tax Losses incurred, to the extent attributable to Buyer’s late filing or lack of cooperation as required by Section 3(c) of this Annex I that causes late filing by Parent or Seller of any person imposed on Tax Return of a member of the Company arising under Group due after the principles of transferee Closing Date (after taking into account all appropriately requested extensions made by Parent, Seller or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each a member of the above casesCompany Group prior to the Closing Date) or late payment of any Taxes shown as due on such Tax Return (unless such late filing or payment is attributable to a breach of a covenant by Seller or Parent or representation or warranty with respect to any member of the Company Group by the Seller or Parent). (b) From and after the Closing Date, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor Buyer shall indemnify Company and defend Parent, Seller, and each Company Parent Indemnitee their Affiliates, and hold them harmless from and against the following Taxes: (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of the Company Group for a taxable period, or portion of the Straddle Period for which Buyer is responsible pursuant to Section 5 of this Annex I, (other than to the extent such Taxes are to be paid or otherwise indemnified by Parent of Seller under Section 1(a) of this Annex I); (ii) Buyer’s allocable share of all Transfer Taxes as determined under Section 8 of this Annex I; (iii) Taxes as a result of transaction occurring on the Closing Date that are outside of the ordinary course of business and not contemplated by this Agreement and properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing; (iv) Taxes to the extent reserved for as an affiliatedIncluded Current Liability in the computation of the Net Working Capital, consolidated, combined or unitary group of which the Investor as finally determined (or in the case of Income Taxes, included in the computation of Net Company Debt, as finally determined); and (v) any predecessor interest or penalties imposed or assessed, or Tax Losses incurred, to the extent attributable to Buyer’s late filing or lack of cooperation as required by Section 3(c) of this Annex I that causes late filing by Parent or Seller of any Tax Return of any member of the Investor) is Company Group due after the Closing Date (after taking into account all appropriately requested extensions made by Parent, Seller or was a member on or of the Company Group prior to the Initial Closing Date Date) or a late payment of any Taxes shown as due on such Tax Return (other than to the extent such Taxes are to be indemnified by reason Parent or Seller under Section 1(a) of this Annex I).; provided, however, Buyer shall not have any obligation under any provision of this Annex I for any interest or penalties imposed or assessed, or Tax Losses incurred, to the extent attributable to Parent, Seller, or any of their Affiliates late filing of any Tax Return or late payment of any Taxes shown as due on such Tax Return, other than as a result of a liability under Treasury Regulation lack of cooperation by Buyer as required by Section 1.1502-6 or any comparable provisions 3(c) of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.this Annex I.

Tax Indemnification. Company Parent (a) From and after the Closing Date, Seller shall indemnify Investor, and each Investor Indemnitee the Purchaser Indemnified Persons against and hold them harmless from and against any Losses arising from, relating to or otherwise in respect of, except as provided in Section 11.07(b), (ai) any Loss Taxes imposed on the Business or the Transferred Entities with respect to any Pre-Closing Tax Period (including as a result of the Pre-Closing Restructuring), (ii) any Taxes that are Retained Liabilities hereunder, (iii) any Taxes imposed on a Transferred Entity (including any Taxes imposed under Treasury Regulations Section 1.1502-6 or any corresponding provision of state, local or non-U.S. Tax Law) as a result of its inclusion with Seller, any Subsidiary Transferor or any other Person (other than a Transferred Entity) in a consolidated, combined or unitary Tax group, for any Pre-Closing Tax Period, (iv) any Taxes for which a Transferred Entity, Purchaser or any Affiliate of Purchaser is liable as a transferee or successor or by Contract (other than Contracts that do not primarily relate to Taxes), in each case, to the extent such Taxes are attributable to the operation of the Business or ownership of the Transferred Assets prior to the Closing, (v) any Taxes attributable to any breach “subpart F income” (including any increase thereto under Section 965 of the Code) required to be included in income in a Post-Closing Tax Period solely to the extent such subpart F income is attributable to income or inaccuracy earnings of a Transferred Entity for a Pre-Closing Tax Period (determined in any representation or warranty made accordance with the principles set forth in Section 3.8; 8.03(a)), but excluding any such inclusion that is attributable to actions taken by Purchaser or any of its Affiliates after the Closing, (bvi) any Loss Taxes attributable to any breach or violation ofof any of Seller’s representations set forth in Section 4.15, (vii) any German Trade Tax imposed on Xxxxx Grundstücksverwaltungsgesellschaft mbH & Co. Vermietungs KG resulting from capital gains or failure to fully performprofits triggered by the sale of the limited partner interests by Spectrum Brands Real Estate B.V. or by any special business income (Sonderbetriebseinnahmen) or resulting from supplementary balance sheets (Ergänzungsbilanzen) of Spectrum Brands Real Estate B.V, and (viii) any covenant, agreement, undertaking or obligation in this Article VI; (c) all German business Taxes of Spectrum Brands Real Estate B.V. in the Company or relating to the Business meaning of the Company for all Pre-Agreement Section 75 German Tax Periods; Code (dAbgabenordnung) 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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on Purchaser, an Affiliate of Purchaser or a Transferred Entity that acquires real estate from Spectrum Brands Real Estate B.V. (b) From and after the Company arising under Closing Date, Purchaser and the principles of transferee or successor liability or by contractTransferred Entities shall, relating to an event or transaction occurring before jointly and severally, indemnify the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee Seller Indemnified Persons and hold them harmless from and against any Losses arising from, relating to or otherwise in respect of (i) any Loss Taxes imposed on the Transferred Assets, the Business or the Transferred Entities (other than, for the avoidance of doubt, as contemplated by Section 11.01(a)(vi)) with respect to any Post-Closing Tax Period, except to the extent such Taxes are attributable to a breach of any representation set forth in Section 4.15(k) or Section 4.15(l) or any inaccuracy in Section 4.15(h) of the Seller Disclosure Letter (as such Section of the Seller Disclosure Letter may be revised pursuant to Section 8.06(c)), (ii) any Taxes taken into account in the adjustment described in Section 2.04, (iii) any Taxes attributable to any breach or violation ofnonperformance of Purchaser’s obligations pursuant to Article VIII, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any Transfer Taxes for which Purchaser is liable under Section 8.01, provided that this Section 11.07(b) shall not be construed as limiting any indemnity set forth in clause (v) of Section 11.07(a) and all Taxes Section 11.07(b)(i) shall not be construed as limiting any indemnity set forth in clause (vii) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithSection 11.07(a).

Tax Indemnification. Company Parent The Seller shall indemnify Investorindemnify, and each Investor Indemnitee exonerate and hold them free and harmless each Buyer Indemnified Person from and against any Losses attributable to (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes (or non-payment thereof) of the Company and its branches and subsidiaries, except for those Taxes that result from any transaction (or relating to deemed transaction by way of any election or otherwise) caused by the Buyer outside the Ordinary Course of Business of the Company and occurring on the Closing Date after the event of Closing (i) for all Taxable periods ending on or before the Closing Date, and (ii) the portion of the Taxable period ending on or before the Closing Date for any Taxable period that includes, but does not end, on the Closing Date (each, a “Pre-Closing Tax Period”), (b) all Pre-Agreement Closing Tax Periods; (d) all Period Taxes of any other member of an the affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions analogous or similar state, local, or foreign Legal Requirement (including all Taxes of foreignthe foreign branches and subsidiaries included in the Excluded Assets), state or local Law; and (ec) any and all Taxes relating to Pre-Closing Tax Period of any person Person imposed on the Company arising under in the principles of Company’s capacity as transferee or successor liability to such Person, by Contractual Obligation or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parentotherwise, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (iid) all value added Taxes arising out of the Company or relating to the Business transfer of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes of any person imposed on the Company arising assets under the principles of transferee Inventory Transfer Agreement. Nothing in this Section 11.1 shall limit or successor expand upon Seller’s liability or by contract, relating for indemnification pursuant to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithSection 10.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) any Loss attributable Subject to Section 13.3, from and after the Closing Date, ASC (for purposes of this Article XI only, the “Tax Indemnifying Party”), shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Companies and reimburse the Buyer and the Companies for the following Taxes, to the extent that such Taxes have not been paid as of the Closing Date and are not reflected in the determination of Working Capital: (i) all Taxes imposed on the Companies or the Buyer as a result of the operations of the Companies with respect to any taxable year or period 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 Companies or the Buyer as a result of the operations of the 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 Companies or any of their respective Subsidiaries files or has 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 the Buyer Indemnitees payable as a result of any inaccuracy in or breach of or inaccuracy in any representation or warranty made in Section 3.83.17 of this Agreement or any breach of any covenant contained in this Article XI, without duplication; and (v) any Taxes or other payments required to be made after the Closing Date by the Companies or any of their respective Subsidiaries 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, in order to apportion appropriately any Loss attributable Taxes relating to any breach taxable year or violation ofperiod that includes an Interim Period, the parties hereto 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 failure period of the Companies. In any case where applicable law does not permit the Companies to fully performtreat the Closing Date as the last day of the taxable year or period, then, in each such case, the portion of any covenantTaxes that are allocable to the portion of the Interim Period ending on the Closing Date shall be: (i) in the case of Taxes that are based upon or related to income or receipts, agreementdeemed equal to the amount that would be payable if the taxable year or period 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, undertaking or obligation deemed to be the amount of such Taxes for the entire period (or, in this Article VI; the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Interim Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire relevant period. (c) all Taxes Subject to Section 11.5 and the limitations contained in Section 11.3(b), payment of any amount by the Tax Indemnifying Party under this Section 11.1 shall be made within ten (10) days following written notice by the Buyer or a Company or relating to ASC that a Company is required to pay such amounts to the appropriate Tax authority; provided, however, that the Tax Indemnifying Party shall not be required to make any payment to Buyer or a Company hereunder earlier than five (5) Business of Days before it is due to the Company for all Pre-Agreement appropriate Tax Periods; authority. (d) all Taxes of All matters relating in 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 on or prior manner to the Initial Closing Date Tax indemnification obligations and payments shall be governed exclusively by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes XI except for provisions regarding notice of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliatedclaims, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date shall be governed by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith10.5.

Tax Indemnification. Company Parent (a) From and after the Closing Date, Trimble shall indemnify Investor, and each Investor Indemnitee and hold them harmless AGCO from and against any Liabilities arising from or relating to: (ai) any Loss attributable to Taxes imposed on the Company or any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes member of the Company or relating to the Business of the Company Group for all any Pre-Agreement Tax Periods; Closing Date Period, (dii) all any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor member of the Company) Company Group is or was a member on or prior to the Initial Closing Date by reason of a liability under Closing, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local or local Law; and non-U.S. law, (eiii) any and all Taxes of any person Person imposed on the Company arising under or any member of the principles of Company Group for any period as a transferee or successor liability or by contract, relating to an event or in respect of any transaction occurring before on or prior to the Agreement Date. In each Closing, by law, contract or otherwise, (iv) any Taxes in respect of the above casesBusiness Assets or the Assumed Liabilities for any Pre-Closing Date Period, together with (v) any documented outbreach of the representations and warranties set forth in Section 3.16, (vi) any Taxes, other than Carve-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred Out Transfer Taxes, arising in connection therewith. Investor with, or resulting from, the Carve-Out Restructuring, and (vii) fifteen percent (15%) of any Transfer Taxes (other than Carve-Out Transfer Taxes or JCA Transfer Taxes) as described in Section 9.7. (b) From and after the Closing Date, AGCO shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless Trimble from and against any Liabilities arising from or relating to: (i) any Loss attributable to Taxes imposed on any breach or violation ofof the JCA Entities for any Pre-Closing Date Period, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) JCA Entity is or was a member on or prior to the Initial Closing Date by reason of a liability under Closing, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions analogous or similar state, local or non-U.S. law, (iii) any Taxes of foreignany Person imposed on any of the JCA Entities for any period as a transferee or successor in respect of any transaction occurring on or prior to the Closing, state by law, contract or local Law; and otherwise, (iv) any breach of the representations and all Taxes warranties set forth in Section 4.16, (v) any Taxes, other than JCA Transfer Taxes, arising in connection with, or resulting from, the JCA Contribution, and (vi) eighty-five percent (85%) of any person imposed on Transfer Taxes (other than Carve-Out Transfer Taxes or JCA Transfer Taxes) as described in Section 9.7. (c) Notwithstanding anything in this Agreement to the Company arising under the principles of transferee or successor liability or by contractcontrary, relating to an event or transaction occurring after the Agreement Date. In each of the above casesrights and obligations of the Parties set forth in this Section 9.8 shall continue in full force and effect until the date that is sixty (60) days following the expiration date of the applicable statute(s) of limitation relating thereto (giving effect to any extensions thereof). (d) Notwithstanding anything in this Agreement to the contrary, together to the extent of any conflict between this Article IX and any other Article of this Agreement relating to the rights and obligations of the Parties with respect to indemnification for any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithall matters related to Taxes, this Article IX shall govern, and, for the avoidance of doubt, Article XII shall not apply with respect to any claims for indemnification pursuant to this Article IX except as provided therein.

Tax Indemnification. Company (a) From and after the Closing, Parent shall agrees to indemnify Investor, the Purchaser Indemnitees against and agrees to hold each Investor Indemnitee and hold of them harmless from any and against all Damages incurred or suffered by any Purchaser Indemnitee to the extent arising out of or relating to: (ai) any Loss attributable to any breach of or inaccuracy in any representation or warranty made of Parent in Section 3.8; 4.14 of this Agreement; (bii) any Loss breach of any covenant or agreement made or to be performed by Parent or any of its Affiliates pursuant to this Agreement and relating to Taxes; (iii) all Taxes (other than Transfer Taxes described in Section 10.9) (A) imposed on or payable by or on behalf of the Purchased Companies or (B) imposed on or payable by or with respect to the Business, in each case allocable to any Pre-Closing Tax Period, including (for the avoidance of doubt) Taxes attributable to the transactions contemplated by Sections 1.6 and 3.3; (iv) all Taxes (other than Transfer Taxes described in Section 10.9) of Parent or any breach or violation of, or failure to fully perform, of its Affiliates (except for the Purchased Companies) for any covenant, agreement, undertaking or obligation in this Article VI; taxable period; (cv) all Taxes of the a third party for which any Purchased Company becomes liable (A) as a result of being or relating to the Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any having been a member of an affiliated, consolidated, combined combined, unitary, aggregate or unitary similar group of which before the Company Closing or (B) as a transferee or any predecessor of the Company) is successor, by Contract or was a member on or prior otherwise, to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and extent such Taxes described in this subclause (eB) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating relate to an event or transaction occurring before the Closing; and (vi) all Transfer Taxes allocated to Parent under Section 10.9; provided, however, that Parent shall have no obligation under this Article X (or Article IX) for any Taxes to the extent such Taxes arise from (1) an action taken or not taken by Parent or Sellers at the request of Purchaser, or (2) an action taken or not taken by Purchaser, its Affiliates or any Purchaser Indemnitee after Closing that (A) Purchaser or such Affiliate or Purchaser Indemnitee knew or should reasonably have known would give rise to such Taxes and (B) was outside of the ordinary course of business, in each case, other than (x) any action taken that is required or expressly permitted by this Agreement, (y) any action not taken that is prohibited by this Agreement Date. In and (z) any action taken or not taken that Parent consents in writing shall be so taken or not taken (which consent shall not be unreasonably withheld, conditioned or delayed). (b) From and after the Closing, Purchaser agrees to indemnify Parent and its Affiliates against and agrees to hold each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from any and against all Damages incurred or suffered by any Seller Indemnitee to the extent arising out of or resulting from: (i) any Loss attributable all Taxes (A) imposed on or payable by or on behalf of the Purchased Companies or (B) imposed on or payable by or with respect to the Business, in each case allocable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; Post-Closing Tax Period and (ii) all Taxes any breach of the Company any covenant or agreement made or to be performed by Purchaser pursuant to this Agreement and relating to Taxes. (c) For purposes hereof, in the Business case of the Company for all Post-Agreement any Straddle Tax Periods; Period: (iiiA) all Property Taxes of any member Purchased Company or the Business allocable to the Pre-Closing Tax Period will be equal to the amount of an affiliatedsuch Property Taxes for the entire Straddle Tax Period multiplied by a fraction, consolidated, combined or unitary group the numerator of which is the Investor number of days during such period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire period, and (B) Taxes (other than Property Taxes) of any Purchased Company or the Business allocable to the Pre-Closing Tax Period will be computed (1) as if such taxable period ended on the Closing Date and (2) in the case of any predecessor such Taxes attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 Code or any comparable provisions applicable Law), as if the taxable period of foreign, state or local Law; and that entity ended as of the close of business on the Closing Date. (ivd) any and all Taxes Payment in full of any person imposed on amount due from Parent or Purchaser under this Section 10.1 will be made to the Company arising under Person to whom such amount is due in immediately available funds at least five Business Days before the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each date payment of the above casesTaxes to which such payment relates is due, together with or, if no Tax is payable, within 30 days after written demand is made for such payment. (e) The indemnification obligations of the Parties under Section 10.1(a) and Section 10.1(b) shall survive until the expiration of the applicable Tax statute of limitations (giving effect to any documented out-of-pocket fees and expenses (including validly obtained extensions); provided that such obligations shall survive the expiration of such statute if the Indemnified Party delivers written notice, setting forth in reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithdetail the nature of the applicable claim, to the other Party before the expiration of such statute.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) The Majority Shareholder shall indemnify, defend and hold harmless all Indemnified Persons from and against, and will reimburse all Indemnified Persons for, any Loss and all Tax Damages (as defined below) arising out of or relating or attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (bwithout duplication): (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of imposed on the Company or relating to the Business any of its Subsidiaries under section 1.1502-6 of the Company for all Pre-Agreement Tax Periods; Treasury Regulations (dand corresponding provisions of state, local or foreign Law) all Taxes as a result of being a member of any member of an affiliatedfederal, state, local or foreign consolidated, unitary, combined or unitary similar group of which the Company (Majority Shareholder or any predecessor of its Subsidiaries (other than the CompanyCompany or its Subsidiaries) is or was the common parent; 84 (ii) the Company and its Subsidiaries being treated as members of a member Federal, state, or local consolidated, combined, unitary or similar group of which the Majority Shareholder or any of its Subsidiaries (other than the Company or its Subsidiaries) is or was the common parent for any taxable period ending in 1999, 2000, 2001 or 2002; (iii) Transfer Taxes imposed on the Company or any of its Subsidiaries relating or attributable to the transactions contemplated pursuant to Section 7.15(b); (iv) Taxes imposed on the Company and its Subsidiaries under Section 541 of the Code (and corresponding provisions of state and local law) for any period (or portion thereof) ending on or before the Effective Time but only to the extent that such Tax Damages (together with all Tax Damages resulting from Section 8.1(a)(v)) exceed $1,000,000; (v) in the event that the applicable Taxing authority determines that the Company and/or any of its Subsidiaries should file separate or non-consolidated income Tax Returns, or the Company and/or any of its Subsidiaries file separate or nonconsolidated income Tax Returns for taxable periods ending on or prior to the Initial Stock Purchase Closing Date by reason (in each case, for which the Company and/or any its Subsidiaries had previously filed as part of a liability under Treasury Regulation Section 1.1502-6 consolidated, combined, unitary or similar group for such period), improper inclusion of the Company and/or any comparable provisions of foreignits Subsidiaries as members of a Federal, state or local Lawconsolidated, combined, unitary or similar group but only to the extent that such Tax Damages (together, with all Tax Damages resulting from Section 8.1(a)(iv)) exceed $1,000,000; and and (evi) the breach by the Majority Shareholder or the failure of the Majority Shareholder to perform (or cause to have performed) 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable covenants made by it or agreements entered into pursuant to any breach or violation of, or failure this Agreement that relate to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithTaxes.

Tax Indemnification. Company Parent (i) From and after the Closing, Sellers shall indemnify Investorindemnify, and each Investor Indemnitee save and hold them harmless the Buyer Indemnified Parties from and against (a) any Loss attributable to any breach all Liability for Taxes of or inaccuracy in any representation or warranty made in Section 3.8; the Partnership constituting an Excluded Liability, (b) any Loss attributable and all Damages arising out of, resulting from or incident to any breach or violation of, or failure to fully perform, by Sellers of any covenant, agreement, undertaking or obligation covenant contained in this Article VI; Sections 4.1(a) and 8.21 and (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes Damages arising out of, resulting from or incident to the breach of any person imposed on representation, warranty or covenant contained in Section 6.6, except to the Company arising under extent that any such Damages are otherwise indemnified pursuant to the principles of transferee or successor liability or by contractforegoing clauses (i) and (ii). (ii) From and after the Closing, relating to an event or transaction occurring before the Agreement Date. In each of the above casesBuyer shall indemnify, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee save and hold them harmless the Sellers Indemnified Parties from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (iia) all Liability for Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of Partnership constituting an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; Assumed Liability and (ivb) any and all Damages arising out of, resulting from or incident to the breach by Buyer of any covenant contained in Sections 4.1(a) and 8.21. (iii) In the case of any Straddle Period: (A) any Taxes levied on a per diem basis, other than Property Taxes (“Per Diem Taxes”), of the Partnership for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (B) the Taxes of the Partnership (other than Per Diem Taxes) for any person imposed Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Closing Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.

Tax Indemnification. Company Parent Seller shall and hereby does indemnify Investor, and each Investor Indemnitee and hold them Buyer and any Affiliate of Buyer and their respective officers and directors, harmless from and against any and all Damages attributable to liabilities of the Company: (a) any Loss for Taxes attributable to Pre-Closing Tax Periods as determined pursuant to Section 5.1, (b) arising from any inaccuracy in or breach of representations or warranties set forth in Section 2.26 or any breach of or inaccuracy in any representation or warranty made the covenants in Section 3.8; (b) any Loss attributable to any breach or violation of5.1, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all for Taxes of attributable to the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes having been a member of any member of an affiliated, consolidated, combined combined, unitary or unitary other similar group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions similar provision of foreignstate, state local or local Law; and foreign law) prior to the Closing Date, (ed) any and all for Taxes that are imposed by reason of the Company having liability for Taxes of any person imposed on another Person as a result of the Company arising under the principles being during any Pre-Closing Tax Period a successor or transferee of transferee or successor liability any other Person or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ feese) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss for Taxes attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company Pre-Closing Affiliate Transactions described in Section 4.4 or relating to the Business deemed sale of assets and liquidation of the Company for all Post-Agreement any applicable Tax Periods; purposes pursuant to the Section 338(h)(10) Election, and (iiif) all Taxes for Seller’s proportionate share of any member Taxes described in Section 5.2. With respect to any claim for indemnity under this Section 9.4 arising from any inaccuracy in or breach of an affiliatedthe representations set forth in Sections 2.26(b)(xvi) or 2.26(b)(xvii), consolidatedbut subject to the provisions of Section 9.3(a)(iii), combined Buyer shall notify Seller promptly if it becomes aware of any such inaccuracy in or unitary group breach in the above representations regardless of which the Investor (whether any Tax Authority or any predecessor other third party has made any assertion or taken any action with respect to such inaccuracy in or breach of such representations, and such notice shall contain all material facts relating to such inaccuracy in or breach of such representations. Seller shall review such notice and within thirty (30) days, determine, in good faith, whether remediation of such inaccuracy or breach is required, and if it determines remediation is required, shall propose to Buyer the basis upon which such inaccuracy in or breach of such representations shall be remedied. Buyer shall either accept Seller’s proposal or offer an alternative proposal. If Buyer offers an alternative proposal, Seller shall either accept or reject such alternative proposal. If after negotiating in good faith, Seller and Buyer cannot agree whether remediation is required or upon the method of remediation, the period in which a claim or action may be made pursuant to this Section 9.4 solely with respect to the matter described in the above notice shall be the applicable period of the Investorstatute of limitation plus thirty (30) is or was a member days notwithstanding the provisions of Section 9.3(a)(iii). If the method of remediation has been agreed to by the parties, Seller shall have primary responsibility (with the reasonable cooperation of Buyer) for the remediation on or prior behalf of the Company and may employ counsel and other third parties of its choice and at its expense. Seller shall keep Buyer informed as to the Initial Closing Date by reason status of such remediation and shall discuss with Buyer and Buyer’s counsel any steps to be taken in the remediation and afford Buyer and Buyer’s counsel the right and a liability under Treasury Regulation Section 1.1502-6 reasonable opportunity to review and comment in advance on any document or other written agreement to be entered into on behalf of the Company. Seller shall not (a) send any comparable provisions communication or documents to any policyholders of foreign, state or local Law; and (iv) any and all Taxes of any person imposed on the Company arising under without the principles consent of transferee Buyer or successor liability (b) enter into any agreement with respect to the remediation without the consent of Buyer, which consent may not be unreasonably withheld or delayed (and it shall be deemed unreasonable to withhold such consent if such agreement is consistent with the plan of remediation agreed to by contractSeller and Buyer). Notwithstanding the foregoing, relating to an event or transaction occurring after Buyer may, at any time and regardless of whether a method of remediation has been agreed by the Agreement Date. In each parties, assume control of the above casesprocess of remediating any inaccuracy in or breach of the representations set forth in Sections 2.26(b)(xvi) or 2.26(b)(xvii), together with and may take any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred action in connection therewiththerewith without the cooperation or consent of Seller; provided, that Buyer and the Company shall have waived any right to indemnification pursuant to this Agreement with respect to such inaccuracy or breach.

Tax Indemnification. Company (a) From and after the Closing, Parent and Holdings, jointly and severally, shall be liable for, and shall indemnify InvestorPurchaser, its Affiliates (including the Companies) and each Investor Indemnitee of their respective directors, officers, employees, shareholders, agents, successors and assigns (the “Purchaser Indemnitees”) against and hold them harmless (without duplication) from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Liability for Taxes of the Company Companies with respect to any Pre-Closing Tax Period or relating attributable to the Business income, assets or operations of the Company Companies for all any Pre-Agreement Closing Tax Periods; (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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIPeriod; (ii) all Taxes and Losses resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based on, attributable to, or resulting from any breach of the Company any representation or relating to the Business of the Company for all Post-Agreement Tax Periodswarranty contained in Section 3.08 or covenant contained in this Article VIII; (iii) all Taxes of Parent and its Subsidiaries (other than Taxes of the Companies that are not described in clause (ii) of the definition of Taxes) imposed on the Companies as a result of the provisions of Treasury Regulations Section 1.1502-6 or the analogous provisions of any member state, local or foreign law; (iv) all Taxes (other than the Transfer Taxes that are the responsibility of an affiliatedPurchaser pursuant to Section 8.06) resulting from, consolidatedarising out of, combined or unitary group incurred with respect to (A) the transfer of which the Investor Membership Interests pursuant to this Agreement (including, but not limited to, any Tax resulting from any election made under Section 338(h)(10) of the Code (and any corresponding elections under state, local or other applicable law) pursuant to Section 8.10) and (B) any other transfer or other transaction contemplated by this Agreement or any predecessor Transaction Document, including, without limitation, any action taken in connection with or related to the Reorganization; (v) all other Taxes of Parent, Holdings and their Subsidiaries and Affiliates (other than the Companies) for any period; (vi) all Liabilities and Taxes imposed on Purchaser or any of the InvestorCompanies as a result of (A) is N.J. Rev. Stat. §54:50-38, et seq., together with all regulations, announcements, guidance and other administrative releases or was requirements relating thereto (collectively, the “Bulk Sale Act”) or (B) a member failure by Purchaser, any of the Companies or any other Person to comply in any or all respects with the Bulk Sale Act, in connection with (1) any of the transactions contemplated by this Agreement or any Transaction Document (including, but not limited to, the purchase of the Membership Interests, and any other sale, transfer or assignment, whether in connection with the Reorganization or otherwise) or (2) any other transaction engaged in by any of the Companies occurring on or prior to the Initial Closing Date; (vii) Recaptured Section 1603 Payments related to any transfer by Parent or Holdings (other than any Recaptured Section 1603 Payment resulting from Purchaser’s breach of Section 4.11) or action taken by the Parent or Holdings related to property eligible for the Cash Grant; and (viii) any Tax indemnity obligation of Conectiv Mid-Merit, LLC pursuant to Article II.H. of the Interconnect Lateral Agreement with respect to any taxable event occurring in a Pre-Closing Tax Period. Notwithstanding the foregoing, Parent and Holdings shall have no Liability for the payment of any Tax pursuant to this Section 8.02(a) to the extent of Taxes reflected as current liabilities in the calculation of Closing Date Working Capital or if such Tax is imposed as a result of Purchaser’s breach of any covenant contained in this Article VIII. (b) From and after the Closing, Purchaser shall be liable for and shall indemnify Parent, Holdings and their Affiliates and each of their respective directors, officers, employees, shareholders, agents, successors and assigns against and hold them harmless from (i) all Liability for Taxes (other than (A) the Transfer Taxes that are the responsibility of the Parent pursuant to Section 8.06 and (B) the Taxes described in clauses (iii)-(viii) of Section 8.02(a)) of the Companies attributable to the income, assets or operations of the Companies for any Post-Closing Tax Period, (ii) any breach by reason Purchaser of, or failure by Purchaser to perform, any of a liability under Treasury Regulation Section 1.1502-6 its covenants or obligations contained in this Article VIII; (iii) any comparable provisions of foreign, state or local LawLiability for Taxes arising solely from any actions taken by Purchaser on the Closing Date that are not contemplated by this Agreement; and (iv) any Recapture Section 1603 Payment related to any transfer by Purchaser, any action taken by the Purchaser related to property eligible for the Cash Grant, or any breach by Purchaser with respect to Section 4.11. (c) In the case of any taxable period that includes (but does not begin on) the Closing Date (a “Straddle Period”): (i) real, personal and all intangible property Taxes (“Property Taxes”) of any of the Companies for the Pre-Closing Tax Period shall equal the Property Taxes owed by the Company or such Subsidiary for such 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) Taxes of any person imposed the Companies, other than Property Taxes, for the Pre-Closing Tax Period shall be computed as if the entire Straddle Period ended on the Company arising day preceding the Closing Date. Parent shall be liable for Taxes of the Companies that are attributable to the portion of the Straddle Period ending on the day preceding the Closing Date, and shall pay such amounts to Purchaser on or before five (5) days prior to the due date of such Taxes (except to the extent such amount was taken into account in calculating Closing Date Working Capital). (d) Notwithstanding anything in this Agreement to the contrary, any transaction that occurs outside of the ordinary course of business and is not contemplated pursuant to this Agreement, and that occurs on the Closing Date, but prior to the Closing (which for the purpose of this Section 8.02(d) shall mean the actual time of Closing and not the Closing as deemed to occur at 12:01am on the Closing Date) or after Closing as a result of an action taken by Parent or any of its Affiliates prior to Closing, shall be deemed for purposes of this Article VIII as occurring in a Pre-Closing Tax Period. For the avoidance of doubt, any transaction not contemplated by this Agreement that occurs on the Closing Date but after the actual time of Closing shall be deemed to occur for purposes of this Article VIII in a Post-Closing Tax Period. (e) Parent has requested, and Purchaser hereby agrees, that none of Parent, Purchaser or any of the Companies shall make any filings pursuant to the Bulk Sale Act with respect to the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the failure of Purchaser, any of the Companies or any other Person, including Parent and Holdings, to comply in any respect with any or all obligations imposed by or under the principles Bulk Sale Act shall not be treated as a breach or failure to perform by Purchaser, Parent or Holdings of transferee any representation, warranty, covenant, agreement or successor liability other obligation contained in this Agreement, and shall not in any way limit or by contractreduce the obligations of Purchaser, relating Parent and Holdings pursuant to an event or transaction occurring after this Agreement, including, without limitation, the Agreement Date. In each indemnification obligations of the above casesPurchaser, together with any documented out-of-pocket fees Parent and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithHoldings pursuant to this Article VIII.

Tax Indemnification. Company Parent (a) From and after the Closing, except and only to the extent otherwise included in the calculation of the Final Working Capital, the Seller shall indemnify Investorthe Purchaser, its affiliates (including the Transferred Entities) and each Investor Indemnitee of their stockholders, members, partners and Representatives (the “Purchaser Indemnitees”) against and hold them harmless from and against any Losses arising from, relating to or otherwise in respect of (ai) except as provided in Section 9.01(b), any Taxes imposed on the Business with respect to any Pre-Closing Tax Period, (ii) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to that may be imposed on the Business as a result of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any being a member of an affiliated, a consolidated, combined combined, unitary or unitary similar group of which the Company (corporations or other taxpayers at any predecessor of the Company) is or was a member time on or prior to the Initial Closing Date Date, (iii) any Transfer Taxes for which the Seller is liable under Section 5.04(b), (iv) any Taxes in connection with the 338 Elections for which the Seller is liable under Section 5.05(h), (v) any breach of any representation or warranty of the Seller contained in Section 3.12 of this Agreement or in the certificate delivered by reason of a liability under Treasury Regulation the Seller pursuant to Section 1.1502-6 or any comparable provisions of foreign7.02(d), state or local Law; and (evi) any and all Taxes breach of any person imposed on covenant of the Company arising under Seller contained in Section 5.01(b)(xviii) or Section 5.05. (b) From and after the principles Closing, except and only to the extent otherwise included in the calculation of transferee or successor liability or by contractthe Final Working Capital, relating to an event or transaction occurring before the Agreement Date. In Purchaser and the Transferred Entities shall, jointly and severally, indemnify the Seller, its affiliates and each of their stockholders, members, partners and Representatives (the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees“Seller Indemnitees”) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against any Losses arising from, relating to or otherwise in respect of (i) any Loss attributable Taxes imposed on the Business with respect to any breach or violation ofPost-Closing Tax Period, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all any Taxes of the Company or relating to that may be imposed on the Business as a result of being a member of a consolidated, combined, unitary or similar group of corporations or other taxpayers at any time after the Company for all Post-Agreement Tax Periods; Closing Date, (iii) all any Transfer Taxes for which the Purchaser is liable under Section 5.04(b) and (iv) any breach by the Purchaser or any of its affiliates of any member covenant contained in Section 5.05. (c) In the case of an affiliatedany taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, consolidated, combined or unitary group of which the Investor personal and intangible property Taxes (or any predecessor “Property Taxes”) of the Investor) is or was Business for the Pre-Closing Tax Period shall be allocated to the Pre-Closing Tax Period on a member pro rata basis (based on the number of days during such taxable period elapsed on or prior to the Initial Closing Date by reason Date). If at the time of a liability under Treasury Regulation Section 1.1502-6 Closing, the tax rate or any comparable provisions of foreignthe assessed valuation for the year in which the Closing occurs has not yet been fixed, state or local LawProperty Taxes shall be prorated based upon the tax rate and the assessed valuation established for the previous tax year; and and (ivii) any and all the Taxes of any person imposed the Business (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Company arising under Closing Date. (d) To the principles of transferee extent that any indemnification provided for in this Section 9.01 may overlap or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together conflict with any documented out-of-pocket fees indemnification contained in Section 9.02, the Seller shall not be required to duplicate the indemnification for the same Losses under both Section 9.01 and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithSections 9.02.

Tax Indemnification. Company Parent Pro-Fac shall indemnify Investorthe Company, its Subsidiaries, Buyer, and each Investor Indemnitee Buyer Affiliate and hold them harmless from and against (a) without duplication, any Loss loss, claim, liability, expense, or other damage attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Income Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or relating to before the Business Closing Date and the portion through the end of the Company Closing Date for all any taxable period that includes (but does not end on) the Closing Date ("Pre-Agreement Closing Tax Periods; Period"), (dii) all Income Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the Companyforegoing) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local, or local Law; foreign law or regulation, and (eiii) any and all Income Taxes of any person Person (other than the Company and its Subsidiaries) imposed on the Company arising under the principles or any of its Subsidiaries as a transferee or successor liability successor, by contract or by contractpursuant to any law, relating rule, or regulation, which Income Taxes relate to an event or transaction occurring before the Agreement Date. In each of the above casesClosing; provided, together with any documented outthat Pro-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor Fac shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against be liable under clauses (i) through (iii) above only to the extent that such losses, claims, liabilities, expenses and other damages exceed the Income Tax Reserve. Pro-Fac shall reimburse Buyer for any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Income Taxes of the Company or relating its Subsidiaries which are the responsibility of Pro-Fac pursuant to this Section 9.1 within fifteen (15) business days after payment of such Income Taxes by Buyer, the Company, or its Subsidiaries or any Affiliate of Buyer. The indemnities contained in this Article IX shall not be subject to the Business limitations contained in Article X other than the monetary limitations contained in Section 10.1(d); provided, that such monetary limitations shall not apply to any damages attributable to the nondeductibility of net patronage income of Pro-Fac and the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliatedtheir respective fiscal year ending June 29, consolidated, combined or unitary group of which 2002 utilized to calculate the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithPermitted Patronage Amount.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) any Loss attributable Subject to any breach of or inaccuracy in any representation or warranty made in Section 3.8; the terms (bincluding the limitations) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation set forth in this Article VI, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from any Loss or Tax incurred by a Purchaser Indemnitee to the extent arising out of, resulting from or relating to: (i) Taxes imposed on or payable by or on behalf of the Group Companies: (A) for any Pre-Closing Tax Period; or (cB) all which arise as a result or in respect of the Transactions or Closing (including any Tax arising as a result of a Group Company ceasing to be treated as a member of a group of companies for Tax purposes), in each case to the extent in excess of any such Taxes included as a Current Liability in the calculation of Working Capital; (ii) Taxes resulting from any breach of any covenant or agreement relating to Taxes contained in this Agreement made or to be performed by Seller or any of its Affiliates; (iii) Taxes of a third party for which any Group Company becomes liable as a result of being or having been a member of a group with (or otherwise connected with or associated with for any Tax purpose) such third party for Tax purposes before the Closing; (iv) Taxes of a third party for which any Group Company becomes liable as a result of any obligation to indemnify any other person, or relating any successor or transferee liability, in each case to the Business of the Company for all Pre-Agreement Tax Periods; (d) all extent such 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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating related to an event or transaction occurring before the Agreement Date. In each of Closing; and (v) any Specified Tax Matter, provided that notwithstanding anything to the above casescontrary in this Agreement, together with Seller shall not be liable under this Section 6.03 for any documented out-of-pocket fees and expenses Taxes (or Losses resulting from such Taxes) to the extent any such Taxes (or Losses) (1) are described in Section 6.03(b), (2) are attributable to a change in applicable Law (including reasonable third-party attorneys’ and accountants’ feesan increase in rates of Tax) incurred or change in connection therewith. Investor shall indemnify Company Parentany practice of any Taxing Authority, and in each Company Parent Indemnitee and hold them harmless from and against case that is announced after the Closing Date, (3) arise as a result of any action taken or omitted to be taken by Purchaser or any of its Affiliates (including, after the Closing Date, the Group Companies) (other than any such action or omission that is (i) required by this Agreement, (ii) taken or omitted in the ordinary course of a Group Company’s business, (iii) taken or omitted pursuant to a binding commitment created on or before the Closing, (iv) taken or omitted at the request of Seller or (v) required by applicable Law) or any Loss attributable change after the Closing in the nature or conduct of the trade or business of any Group Company or (4) can be reduced or offset by any Tax deductions, credits or similar attributes available to the Group Companies as of the Closing and not taken into account in calculating Closing Working Capital (other than any breach Tax deductions, credits or violation of, attributes in respect of which a payment is made to Seller pursuant to Section 5.04(c) or failure Section 5.04(d)). (b) Subject to fully perform, any covenant, agreement, undertaking or obligation the terms (including the limitations) set forth in this Article VI; , from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from any Loss or Tax incurred by a Seller Indemnitee to the extent arising out of, resulting from or relating to: (i) Taxes imposed on or payable by or on behalf of the Group Companies for any Post-Closing Tax Period other than Taxes described in Section 6.03(a)(i)(B) and Section 6.03(a)(iv); (ii) all Taxes resulting from any breach of the Company any covenant or agreement relating to Taxes contained in this Agreement made or to be performed by Purchaser or any of its Affiliates (including the Business of Group Companies solely with respect to periods following the Company for all Post-Agreement Tax PeriodsClosing); and (iii) Transfer Taxes for which Purchaser is responsible pursuant to Section 5.05. (c) In the case of any Straddle Period: (i) real, personal and intangible property Taxes imposed on a periodic basis without regard to income, gross receipts, payroll, sales or any specific transaction or event (“Property Taxes”) of any Group Company for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of all calendar days in the Straddle Period; and (ii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which Group Company (other than Property Taxes) for the Investor (or any predecessor Pre-Closing Tax Period shall be computed as if a relevant taxable period ended as of the Investorclose of business on the Closing Date. (d) Any indemnity obligation for Taxes to be made pursuant to this Section 6.03 shall be paid within 30 Business Days after Purchaser or Seller, as applicable, makes written demand upon the other party claiming it is or was a member on or entitled to indemnification under this Section 6.03, but in no case earlier than five Business Days prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all date on which the relevant Taxes of any person imposed on are required to be paid to the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithrelevant Taxing Authority.

Tax Indemnification. Company Parent (a) Standard Pacific shall indemnify Investor, HON ------------------- and each Investor Indemnitee its Affiliates (including Panel Concepts) and hold them harmless from and against against: (ai) any Loss attributable and all liability for Taxes (including without limitation any obligation to any breach contribute to the payment of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation ofa Tax determined on a consolidated, combined, or failure unitary basis with respect to fully performa group of corporations that includes or included Panel Concepts) of Panel Concepts for all Taxable periods ending on or before the Closing Date (the "Pre-closing Tax Period") and for the portion of ---------------------- any Taxes (including without limitation any obligation to contribute to the payment of a Tax determined on a consolidated, combined, or unitary basis with respect to a group of corporations that includes or included Panel Concepts) of Panel Concepts for any covenantStraddle Period (as hereinafter defined) that is allocated (pursuant to Section 8.1(c)) to the Pre-closing Tax Period, agreement, undertaking or obligation in this Article VI; (c) including -------------- without limitation any and all liability for Taxes arising out of the Company or relating to the Business of the Company for all transactions contemplated by Section 1.6 (such liabilities collectively, ----------- "Pre-Agreement closing Tax PeriodsLiabilities"); (dii) any and all liability (as a result of ---------------------------- Treasury Regulation (S) 1.1502-6(a) or otherwise) for Taxes of Standard Pacific or any member of an affiliatedother Person (other than Panel Concepts) which is or has ever been affiliated with Panel Concepts, or with whom Panel Concepts otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or Tax Return prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignClosing, state or local Law; and (eiii) any and all liability for Conveyance Taxes; (iv) any and all liability for Taxes arising out of a breach or inaccuracy of any person imposed on the Company arising under the principles of transferee representation or successor warranty contained in Section 3.23(h), (i), (j), (m), (o), (p) and (q); (v) any and all liability or by contractfor reasonable legal, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket accounting and appraisal fees and expenses with respect to any item described in clauses (including reasonable third-party attorneys’ and accountants’ feesi), (ii), (iii) incurred in connection therewithor (iv) above; provided, however, -------- ------- that the amount of Standard Pacific's indemnity obligation for Taxes pursuant to this Section 8.1(a) shall be reduced to the extent that the aggregate reserves -------------- for Taxes (excluding deferred income Taxes) reflected on the Closing Balance Sheet exceeds the aggregate liability for Taxes for the periods covered by such reserves. Investor Notwithstanding the foregoing, Standard Pacific shall not be required to indemnify or hold harmless HON or its Affiliates from or against any liability for Taxes attributable to a breach by HON of its obligations under this Agreement. (b) HON shall indemnify Company Parent, Standard Pacific and each Company Parent Indemnitee its Affiliates and hold them harmless from and against (i) any Loss attributable liability for Taxes of Panel Concepts for any Taxable period ending after the Closing Date (except with respect to any breach or violation ofa Straddle Period, or failure to fully performin which case HON's indemnity will cover only Taxes (other than Conveyance Taxes) that are not Pre-closing Tax Liabilities, any covenant, agreement, undertaking or obligation in this Article VI; and (ii) all any liability for Taxes, arising under Treas. Reg. (S) 1.1502-6 (or any similar provision of state, local or foreign law), of HON or any member (other than Panel Concepts) of the affiliated group that includes HON. Notwithstanding the foregoing, HON shall not be required to indemnify or hold harmless Standard Pacific or its Affiliates from or against any liability for Taxes attributable to a breach by Standard Pacific of its obligations under this Agreement. (c) In the case of any Taxable period that includes but does not end on the Closing Date (a "Straddle Period"), Taxes of Panel Concepts for the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; --------------- Straddle Period (iiii) all Taxes of any member of an affiliated, shall be computed as if Panel Concepts had not been included in a consolidated, combined or unitary group of which the Investor (Tax Return with Standard Pacific or any predecessor other corporation, but rather, as if Panel Concepts had filed a separate Tax Return on a stand-alone basis, and otherwise consistent with past practice and (ii) shall be allocated to the Pre-closing Tax Period using an interim-closing- of-the-books method assuming that such Taxable period ended at the close of the InvestorClosing Date, except that (X) is exemptions, allowances or was deductions that are calculated on an annual basis (such as the deduction for depreciation) shall be apportioned on a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502per-6 or any comparable provisions of foreign, state or local Law; diem basis and (ivY) any real property, personal property, intangibles and all other similar Taxes of any person imposed on the Company arising under shall be allocated in accordance with the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each Section 164(d) of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithCode.

Tax Indemnification. Company Parent (a) Following the Closing, Seller shall indemnify Investor, Purchaser and each Investor Indemnitee its Affiliates (including the Acquired Companies) and hold them harmless from and against from: (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Liability for Taxes of the Company or relating Acquired Companies and for Taxes related to the Business Acquired Assets for any Pre-Closing Tax Period; (ii) all Liability for Taxes whenever arising out of actions taken pursuant to Section 6.09 or Section 6.10 or with respect to any distribution of property, receivables or cash made by any Acquired Company to Seller or any of its Subsidiaries prior to the Closing, including with respect to any resulting subpart F income; (iii) all Liability for Taxes as a result of the Company for all Pre-Agreement Tax Periodssale of the Shares and the Acquired Assets and the 338(h)(10) Elections; (div) all Liability (as a result of Treasury Regulations Section 1.1502-6(a) or otherwise) for Taxes of any Person that is or was a member of an any affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) Acquired Companies is or was a member during any Pre-Closing Tax Period; (v) any breach by Seller or any of its Affiliates (other than, after the Closing, the Acquired Companies) of any representation set forth in Section 3.17 (determined without regard to any Material Adverse Effect or materiality qualifiers) or in any certificate delivered pursuant to Section 7.05 or any covenant contained in Article VII (other than any covenant contained in Section 7.09); (vi) all Liability for Taxes realized by Purchaser or its Affiliates (including after the Interim Date the Acquired Companies) in a Post-Interim Date Tax Period as a result of any corresponding offsetting adjustment to any Taxes with respect to which Seller has indemnified Purchaser under Section 9.04 (subject to Section 9.07) in any audit, examination, suit, contest or other Tax proceeding of Seller or its Affiliates; and (vii) all Liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (vi). Notwithstanding the foregoing, Seller shall not have any indemnification obligation for (i) any Liability for Taxes attributable solely to a breach by Purchaser or any of its Affiliates (including, after the Closing, the Acquired Companies) of any covenant contained in Article VII (other than any covenant contained in Section 7.09); and (ii) any Liability for Taxes attributable to any action taken after the Closing by Purchaser, any of its Affiliates (including the Acquired Companies) or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required by or permitted by this Agreement or any action taken, or any Liability for Taxes incurred, in the ordinary course of the Warner Businesses) (each, a “Purchaser Tax Act”). (b) Following the Closing, Purchaser shall, and shall cause each of the Acquired Companies to, indemnify Seller and its Affiliates and hold them harmless from: (i) all Liability for Taxes of the Acquired Companies and for Taxes related to the Acquired Assets for any Post-Closing Tax Period; (ii) all Liability for Taxes described in Section 9.07; (iii) any breach by Purchaser or any of its Affiliates (including the Acquired Companies) of any covenant contained in Article VII (other than any covenant contained in Section 7.09) or any Purchaser Tax Act; and (iv) all Liability for reasonable legal fees and expenses attributable to any item in clauses (i) through (iii). (c) Subject to Section 9.05(b), any indemnity payment to be made hereunder shall be paid within 10 days after the Indemnified Party makes written demand upon the Indemnifying Party, but in no case earlier than five business days prior to the date on which the relevant Taxes (including any estimated Tax payments), which Taxes shall be determined, in the case of Seller, without regard to any available Tax attributes (e.g., net operating losses) and, in the case of Purchaser, after taking into account any other available Tax attributes, are required to be paid to the relevant Taxing Authority. To the extent indemnity is sought with respect to a particular Tax for a Pre-Closing Tax Period, estimated payments with respect to such Tax made by or on behalf of any of the Acquired Companies on or prior to the Initial Closing Date by reason shall be credited to any indemnity obligation in respect of such Tax for the Pre-Closing Tax Period; provided such estimated payments actually reduce the Liability for Taxes. (d) In the case of any Straddle Interim Period or Straddle Period, as the case may be, (i) real, personal and intangible property Taxes (“Property Taxes”) shall be apportioned between the Pre-Interim Date Tax Period and the Post-Interim Date Tax Period or the Pre-Closing Tax Period and the Post-Closing Tax Period, as the case may be, on a liability under Treasury Regulation Section 1.1502daily pro-6 rata basis and (ii) all Taxes other than Property Taxes shall be apportioned between the Pre-Interim Date Tax Period and the Post-Interim Date Tax Period or any comparable provisions the Pre-Closing Tax Period and the Post-Closing Tax Period, as the case may be, on a closing of foreign, state or local Law; and the books basis. (e) Reasonably promptly after a party becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under this Section 9.04 (a “Tax Controversy”) by it against the other party, the Indemnified Party shall notify the Indemnifying Party of the Tax issue, and thereafter shall promptly forward to the Indemnifying Party copies of notices and communications with a Taxing Authority relating to such Tax Controversy; provided, however, that the failure to forward such notices and communications to the Indemnifying Party shall not release the Indemnifying Party from any of its obligations under this Section 9.04 except to the extent (and all only to the extent) the Indemnifying Party is actually and materially prejudiced by such failure. Except as provided in this Section 9.04(e), the Indemnifying Party may elect to control, and may elect, at its sole cost and expense, to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action (a “Tax Proceeding”) with respect to a Tax Controversy for which it would be required to indemnify the other party if it acknowledges in writing that it has sole Liability for any Taxes that might arise therefrom or in connection therewith and such as will not materially increase the unindemnified Liabilities for Taxes of any person imposed on the Company arising under Indemnified Party; provided, however, that the principles of transferee Indemnifying Party shall keep the other party reasonably informed about such Tax Proceedings. Except as provided in this Section 9.04(e), if the Indemnifying Party does not elect to control a Tax Proceeding with respect to a Tax Controversy pursuant to this Section 9.04(e), the Indemnified Party shall have sole discretion in handling, settling or successor liability or by contractcontesting such Tax Proceeding (at the cost and expense, relating to an event or transaction occurring before the Agreement Date. In each extent reasonable, of the above casesIndemnifying Party). The Indemnifying Party shall not settle any Tax proceeding with respect to a Tax Controversy on a basis that would materially adversely affect the Indemnified Party without obtaining the Indemnified Party’s written consent, together with which consent shall not be unreasonably withheld. The Indemnified Party shall not settle any documented Tax Controversy without obtaining the Indemnifying Party’s written consent, which shall not be unreasonably withheld. Any out-of-pocket fees expenses incurred by the Indemnified Party in handling, settling or contesting a Tax Controversy that the Indemnifying Party has elected to control under this Section 9.04 shall be borne by the Indemnified Party. Seller and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor Purchaser shall indemnify Company Parentjointly control, and shall each Company Parent Indemnitee have the right to participate in all activities and hold them harmless from and against strategic decisions with respect to, any Tax Proceedings for which each party would be required to indemnify the other party with respect to one or more Tax issues. Seller may assume sole control of any such Tax proceeding for any Straddle Period if it acknowledges in writing that it has sole Liability for any Taxes that might arise in such proceeding. (if) any Loss attributable The indemnification provisions in this Agreement relating to Taxes shall survive the Closing until 90 days after the expiration of the applicable statute of limitations (giving effect to any breach waiver, mitigation or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithextension thereof).

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against Not withstanding any other provision of ------------------- this Agreement to the contrary: (a) If any Loss attributable to Party or any breach of its Affiliates (collectively, jointly and severally, the "Indemnifying Parties") takes any action prohibited by Article IV, above, or inaccuracy in any violates a representation or warranty made covenant contained in Section 3.8; (b) any Loss attributable to any breach or violation ofArticle IV, above, or takes or fails to take any other action (any such action, failure to fully performact or violation, a "Tainting Act") and the Reorganization or any covenantportion thereof fails to qualify for the Tax treatment stated in the Letter Ruling in whole or in part as a result of such Tainting Act, agreement, undertaking or obligation in this Article VI; then the Indemnifying Parties shall (cjointly and severally) all Taxes indemnify and hold harmless each of the Company or relating to other Parties and their Affiliates (collectively, the Business of the Company for all Pre-Agreement Tax Periods; (d"Indemnified Parties") 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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) against any and all Taxes and any other costs and liabilities imposed upon or incurred by the Indemnified Parties as a result of the Tainting Act, including any liability of the Indemnified Parties arising from Taxes imposed on shareholders of a Party to the extent any shareholder or the IRS or other Taxing Authority successfully seeks recourse against the Indemnified Parties on account of any person imposed on such Tainting Act, or any liability for such Taxes or other costs or liabilities that the Company arising under the principles of transferee Indemnified Parties may assume or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees otherwise incur; (b) Each Spinco and expenses its Affiliates shall (including reasonable third-party attorneys’ jointly and accountants’ feesseverally) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from Columbia/HCA and against (i) its Affiliates for any Loss attributable to any breach Tax imposed upon or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes incurred by Columbia/HCA and its Affiliates as a result of any member of an affiliated, consolidated, combined or unitary group of which action taken after the Investor (Distributions by such Spinco or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithits Affiliates.

Tax Indemnification. Company Parent shall (a) Except to the extent treated as a liability in the calculation of Closing Working Capital, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), indemnify InvestorTyler, the Surviving Company, and each Investor Indemnitee Tyler Indemnified Party and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all income Taxes of the Company NWS or relating to the Business business of the Company NWS for all Pre-Agreement Closing Tax Periods; (dii) all income Taxes of any member of an affiliated, consolidated, combined combined, or unitary group of which the Company NWS (or any predecessor of the CompanyNWS) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local Law; and (eiii) any and all income Taxes of any person imposed on the Company NWS arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date, (iv) all Taxes arising from the transactions contemplated by this Agreement Dateand incurred by NWS (except to the extent otherwise set forth in this Agreement), (v) all Taxes arising from a nondeductible expense under Section 280G of the Code or an excise Tax to the recipient of such payments pursuant to Section 4999 of the Code, including any claim or Proceeding by a current or former NWS employee or consultant arising therefrom, and (vi) any failure or alleged failure of an NWS Plan to comply with, or be exempt from, Section 409A of the Code, including any Taxes arising therefrom and any claim or Proceeding by a current or former NWS employee arising therefrom. In each of the above cases, together with any documented reasonable out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor , the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) shall, severally and not jointly (in accordance with each Shareholder’s Pro Rata Shares), reimburse Tyler for any Taxes of NWS that are the responsibility of the Shareholders pursuant to this Section 8.4 within 15 Business Days after Tyler or the Surviving Company provides written notice to the Shareholders’ Representative of the payment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. (b) Tyler shall indemnify Company Parent, and each Company Parent Indemnitee the Shareholders and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes breaches of the Company Tax representations, warranties or covenants of Tyler, the Surviving Company, and their Affiliates under this ARTICLE VIII. For purposes, of clarity, such indemnification shall include any Losses relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes of any person imposed on the Shareholders, NWS or the Surviving Company arising as a result of Tyler or any of its Affiliates taking any action or failing to take any actions that cause the Merger to fail to qualify as a reorganization under Section 368(a)(1) of the principles of transferee or successor liability or by contractCode. (c) The Tyler Entities, relating to an event or transaction occurring jointly and severally, covenant and agree that they will indemnify, defend, protect, and hold harmless the Shareholders and their respective agents, representatives, Affiliates, beneficiaries and heirs, and employees at all times from and after the Agreement Date. In each Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from all Taxes payable by the above cases, together with any documented outTyler Entities for Post-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithClosing Tax Periods.

Tax Indemnification. Company Parent (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify InvestorPurchaser and its Affiliates against, and each Investor Indemnitee and hold them harmless from and against from: (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Taxes attributable to the Pre-Closing Reorganization (other than Transfer Taxes governed by Section 5.07(h)) and all income or capital gains Taxes (including, for the avoidance of doubt, any Taxes required under Announcement 7 and any similar income or capital gains Taxes imposed, directly or indirectly, in India) attributable to the sale of the Company Transferred Equity Interests to Purchaser, in each case whether imposed on Seller, Purchaser or any Group Company, directly or through withholding; (ii) all Taxes arising out of or relating to the Seller Business of (including the Company for all Pre-Agreement Tax Periods; ownership or operation thereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued; (diii) all Taxes resulting from any breach of any member of an affiliated, consolidated, combined covenant or unitary group of which the Company (agreement relating to Taxes contained in Section 5.07 made or to be performed by Seller or any predecessor of its Affiliates (including the Company) is or was a member on or Group Companies solely with respect to periods prior to the Initial Closing Date by reason Closing); (iv) all Taxes (as a result of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions provision of foreignany applicable Tax Law) of any Person other than any Group Company for which any Group Company becomes liable as a result of being or having been at any time before Closing, state part of any consolidated, combined, affiliated, aggregated, unitary or local Lawsimilar group for Tax purposes or as an indemnitor, guarantor, surety or in a similar capacity under any Contract; (v) all Transfer Taxes allocated to Seller pursuant to Section 5.07(h); and and (evi) 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket reasonable third party legal fees and expenses resulting from the items described in clauses (i) through (v) above; provided that, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable under this Section 8.03 for any such Taxes, fees or expenses to the extent such Taxes, fees or expenses (1) are described in Section 8.03(b) or (2) result from any Purchaser Tax Act. (b) Subject to the terms (including reasonable third-party attorneys’ the limitations) set forth in this Article VIII, from and accountants’ fees) incurred in connection therewith. Investor after the Closing, Purchaser shall indemnify Company ParentSeller and its Affiliates against, and each Company Parent Indemnitee and hold them harmless from and against from: (i) Except as set forth in Section 8.03(a), all Taxes arising out of or relating to the Business (including the ownership or operation thereof), whether any Loss attributable such liability arises before or after Closing, is known or unknown or is contingent or accrued (including any Taxes of any Seller Consolidated Group other than such Taxes that (x) were accrued and unpaid prior to the Closing with respect to (a) any taxable period for which a Tax Return was not yet due, (b) with respect to any breach or violation oftaxable period for which, to the Knowledge of Seller, a Tax Return is due but has not been filed, or failure (c) with respect to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; taxable period for which a Tax Return has been filed but the Taxes shown as due thereon have not been paid as of the Closing and (y) are not Designated Non-Income Consolidated Taxes); (ii) all Taxes resulting from any breach of the Company any covenant or agreement relating to Taxes contained in Section 5.07 made or to be performed by Purchaser or any of its Affiliates (including the Business of Group Companies but solely with respect to periods following the Company for all Post-Agreement Tax Periods; Closing); (iii) all Taxes resulting from any Purchaser Tax Act; (iv) all Transfer Taxes allocated to Purchaser pursuant to Section 5.07(h); and (v) any reasonable third party legal fees and expenses resulting from the items described in clauses (i) through (v) above; provided that, notwithstanding anything to the contrary in this Agreement, for purposes of Section 8.03(b)(i), all Taxes imposed in connection with Section 965 of the Code with respect to the “Section 965 earnings amount” (as defined in Treasury Regulation Section 1.965-1(f)(36)) of any member Group Company shall be considered Taxes arising out of an affiliatedor relating to the Business. (c) For the purposes of Section 8.03(a)(ii) and Section 8.03(b)(i), consolidateda Tax will be treated as arising out of or relating to the Seller Business or the Business, combined respectively, only if such Tax (i) results from items of income, gain, loss or unitary group deduction that relate primarily to such business or (ii) otherwise arises primarily from the operations of which such business. It is the Investor intention of Seller and Purchaser that substantially all Taxes shall be treated as arising out of or relating to the Seller Business or the Business pursuant to the previous sentence. In the event that a Tax is not so treated, such Tax shall be treated as not described in either Section 8.03(a)(ii) or Section 8.03(b)(i); provided, however, that such Tax may be treated as described in other clauses of Section 8.03(a) or (b), as applicable. (d) Any indemnity obligation for Taxes pursuant to this Section 8.03 shall be paid within 30 Business Days after Purchaser or any predecessor of Seller, as applicable, makes written demand upon the Investor) other party claiming it is or was a member on or entitled to indemnification under this Section 8.03, but in no case earlier than five Business Days prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all date on which the relevant Taxes of any person imposed on are required to be paid to the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithrelevant Taxing Authority.

Tax Indemnification. Company Parent shall (i) The Seller agrees to be responsible for and to indemnify Investor, and each Investor Indemnitee and hold them the Purchaser Indemnified Parties harmless from and against (a) any Loss attributable to any breach of and all TAXES that may be imposed upon or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of assessed against the Company or relating the assets thereof: (1) with respect to all taxable periods ending on or prior to the Business CLOSING DATE; (2) with respect to any and all TAXES of the Company for the period allocated to the Seller pursuant to Section 8.4(c)(iv); (3) arising by reason of any breach by the Seller of the representations of any of the representations contained in Section 4.11 hereof; (4) with respect to any and all PreTAXES arising as a result of the Section 338(h)(10) Election (including but not limited to an election under Section 338(g) of the CODE or similar provision under state, local or foreign law)); (5) by reason of being a successor-Agreement Tax Periodsin-interest or transferee of another entity; and (d6) with respect to any and all Taxes TAXES of any member of an affiliated, a consolidated, combined or unitary group of which the Company (or any predecessor of the Companypredecessor) is or was a member on or prior to the Initial Closing Date CLOSING DATE, by reason of a the liability under of the Company pursuant to Treasury Regulation Section 1.1502-6 6(a) or any comparable provisions of foreignanalogous or similar state, state local or local Law; foreign law or regulation. The Seller shall also pay and (e) shall indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contractlosses, relating to an event or transaction occurring before the Agreement Date. In each of the above casesdamages, together with any documented out-of-pocket fees liabilities, obligations, deficiencies, costs and expenses (including including, without limitation, reasonable third-party attorneys’ expenses and fees for attorneys and accountants’ fees) ("Related Costs") incurred in connection therewith. Investor shall with the TAXES for which the Seller is responsible to indemnify Company Parentthe Purchaser Indemnified Parties pursuant to this Section 8.4(a) (or any asserted deficiency, and each Company Parent Indemnitee claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such TAXES) or the enforcement of this Section 9.4(a). (ii) Purchaser agrees to indemnify and hold them harmless the Seller from and against any and all TAXES (iA) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating with respect to the Business any taxable period of the Company for all Post-Agreement Tax Periods; beginning after the CLOSING DATE and (B) attributable to the period allocated to Purchaser pursuant to Section 8.4(c)(iv). (iii) all Taxes If any indemnification payment under Article 8 (including, without limitation, this Section 8.4(a)(iii) is determined to be taxable to the party receiving such payment by any taxing authority, the paying party shall also indemnify the party receiving such payment for any TAXES incurred by reason of the receipt of such payment (taking into account any member of an affiliated, consolidated, combined or unitary group of which actual reduction in tax liability to the Investor receiving party) and any Related Costs incurred by the party receiving such payment in connection with such TAXES (or any predecessor of asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the Investor) is defense or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contractsettlement thereof, relating to an event or transaction occurring after such TAXES). Note for greater clarity that the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred Deductible in connection therewithSection 9.2 does not apply to Tax Liability.

Tax Indemnification. Company Parent Except to the extent treated as a liability in the calculation of Working Capital, Sellers shall (severally, but not jointly, based on each Seller’s Pro Rata Share) indemnify InvestorParent, the Surviving Company, and each Investor Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable all income Taxes of the Group Companies or relating to any breach the business of or inaccuracy in any representation or warranty made in Section 3.8the Group Companies for all Pre-Closing Tax Periods; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (d) all income Taxes of any member of an affiliated, consolidated, combined combined, or unitary group of which the a Group Company (or any predecessor of the a Group Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local Law; and (ec) any and all income Taxes of any person imposed on the a Group Company arising under the principles of transferee or successor liability or by contractContract (other than a Contract entered into in the Ordinary Course of Business that does not primarily relate to Taxes), relating to an event or transaction occurring before the Closing Date, and (d) all Taxes arising from the transactions contemplated by this Agreement Dateand incurred by a Group Company (except to the extent otherwise set forth in this Agreement) with respect to any Pre-Closing Tax Period, excluding, for the avoidance of doubt, all Transfer Taxes. In each of the above cases, together with Sellers shall (severally, but not jointly, based on each Seller’s Pro Rata Share) reimburse Parent for any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Group Companies that are the responsibility of Sellers pursuant to this Section 8.10 within sixty (60) Business Days after Parent or the Surviving Company or relating provides written notice to the Business Representative of the Company for all Post-Agreement Tax Periods; (iiipayment of such Taxes, which notice shall set forth the amount and type of such Taxes with reasonable specificity, and certified evidence of payment thereof. The limitations on indemnification set forth in Section 9.4, including the limitations set forth in Section 9.4(a) all Taxes of any member of an affiliatedand Section 9.4(b), consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior shall apply to the Initial Closing Date by reason of a liability under Treasury Regulation this Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith8.10 mutatis mutandis.

Tax Indemnification. Company Parent Seller shall indemnify Investorand hereby does indemnify, and each Investor Indemnitee defend and hold them Buyer and any Affiliate of Buyer and their respective officers and directors, harmless from and against any and all Damages attributable to liabilities of the Company or its Subsidiaries for: (a) any Loss Taxes attributable to Pre-Closing Tax Periods (including any breach Taxes allocable to the portion of any Straddle Period that ends on or inaccuracy in any representation or warranty made before the Closing Date as set forth in Section 3.85.1(b)); (b) Taxes that are imposed by reason of the Company having liability for Taxes of another Person as a result of the Company being during any Loss attributable to Pre-Closing Tax Period a successor or transferee of any breach other Person or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIby contract; (c) all Taxes of the Company or relating for which Seller is liable pursuant to the Business terms of the Company for all Pre-Agreement Tax Periodsthis Agreement; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary affiliated group of which the Company or any of its Subsidiaries (or any predecessor of any of the Companyforegoing) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local, or local non-U.S. Applicable Tax Law; and (e) any and all Taxes Seller’s portion of any person imposed on Transfer Taxes; (f) Taxes resulting from the failure to make the elections required to be made pursuant to Section 5.1(a)(v) or the making of such elections in a manner that causes the Company arising under and its Subsidiaries to suffer a reduction in any of their Tax attributes or the principles basis of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes assets of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or and its Subsidiaries immediately prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each sale of the above cases, together with Shares; or (g) Taxes attributable to Special Taxes and any documented out-of-pocket fees Damages of Buyer and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithany Affiliate of Buyer attributable to Special Taxes.

Tax Indemnification. Company Parent (a) From and after the Closing Date (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing Date), Trimble shall indemnify Investor, and each Investor Indemnitee and hold them harmless AGCO from and against any Liabilities arising from or relating to: (ai) any Loss attributable to Taxes imposed on the Company or any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes member of the Company or relating to the Business of the Company Group for all any Pre-Agreement Tax Periods; Closing Date Period, (dii) all any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor member of the Company) Company Group is or was a member on or prior to the Initial Closing Date by reason of a liability under (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing), including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local or local Law; and non-U.S. law, (eiii) any and all Taxes of any person Person imposed on the Company arising under or any member of the principles of Company Group for any period as a transferee or successor liability or by contract, relating to an event or in respect of any transaction occurring before on or prior to the Agreement Date. In each Closing (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing), by law, contract or otherwise, (iv) any Taxes in respect of the above casesBusiness Assets or the Assumed Liabilities for any Pre-Closing Date Period, together with (v) any documented outbreach of the representations and warranties set forth in Section 3.16, (vi) any Taxes, other than Carve-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred Out Transfer Taxes, arising in connection therewithwith, or resulting from, the Carve-Out Restructuring, and (vii) fifteen percent (15%) of any Transfer Taxes (other than Carve-Out Transfer Taxes or JCA Transfer Taxes) as described in Section 9.7. Investor (b) From and after the Closing Date, AGCO shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless Trimble from and against any Liabilities arising from or relating to: (i) any Loss attributable to Taxes imposed on any breach or violation ofof the JCA Entities for any Pre-Closing Date Period, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) JCA Entity is or was a member on or prior to the Initial Closing Date by reason of a liability under Closing, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions analogous or similar state, local or non-U.S. law, (iii) any Taxes of foreignany Person imposed on any of the JCA Entities for any period as a transferee or successor in respect of any transaction occurring on or prior to the Closing, state by law, contract or local Law; and otherwise, (iv) any breach of the representations and all Taxes warranties set forth in Section 4.16, (v) any Taxes, other than JCA Transfer Taxes, arising in connection with, or resulting from, the JCA Contribution, and (vi) eighty-five percent (85%) of any person imposed on Transfer Taxes (other than Carve-Out Transfer Taxes or JCA Transfer Taxes) as described in Section 9.7. (c) Notwithstanding anything in this Agreement to the Company arising under the principles of transferee or successor liability or by contractcontrary, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with rights and obligations of the Parties set forth in this Section 9.8 shall continue in full force and effect until the date that is sixty (60) days following the expiration date of the applicable statute(s) of limitation relating thereto (giving effect to any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithextensions thereof).

Tax Indemnification. Company Parent shall (i) The Selling Shareholders shall, jointly and severally, indemnify Investorthe Buyer, the Surviving Corporation and its Subsidiaries and Buyer’s Affiliates (each Investor Indemnitee and hold them harmless from and against a “Buyer Tax Indemnified Party”) for (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (cA) all Taxes of or imposed on the Company or relating to the Business any Subsidiary of the Company for all Taxable Periods ending on or prior to the Closing Date and the portion of the Taxable Period through the end of the Closing Date (any such period, a “Pre-Agreement Closing Period”) and for the pre-Closing portion of any Straddle Period, specifically including, without limitation, any Taxes imposed under Code Sections 1374 or 1375 (and any state or local statutes that are comparable or equivalent to Code Sections 1374 or 1375), all Taxes for any Pre-Closing Period or the pre-Closing portion of any Straddle Period that are attributable to the Section 338(h)(10) Election, all Taxes that are attributable to a breach of the representations set forth in Sections 3.9(h) through 3.9(l), and any state Taxes that are required to be paid by the Company or any Subsidiary of the Company on behalf of the Selling Shareholders on a composite or other Tax PeriodsReturn to the extent that a Buyer Tax Indemnified Party has not otherwise received payment of such Taxes from the Selling Shareholders or been reimbursed by the Selling Shareholders for such Taxes; (dB) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any Subsidiary of the Company (or any predecessor of the Companyany of them) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions of foreign, state analogous or local similar Law; and (eC) any and all Taxes of any person Person (including the Selling Shareholders) imposed on any of the Company arising under or any Subsidiary of the principles of Company as a transferee or successor liability successor, by contract or by contract, relating pursuant to an event Law for any Pre-Closing Period or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIStraddle Period; (iiD) all the Selling Shareholders’ portion of any Transfer Taxes as contemplated pursuant to Section 6.1(f); and (E) and the breach of any representation, warranty, covenant or agreement related to Taxes set forth in Section 3.9 of this Agreement to the extent are not otherwise covered by clauses (A)-(D) of this Section 6.1(a)(i). The Selling Shareholders shall pay the Buyer Tax Indemnified Parties for any Taxes of the Company or relating to the Business any Subsidiary of the Company that are the responsibility of the Selling Shareholders pursuant to this Section 6.1 by wire transfer of immediately available funds to such account designated in writing by a Buyer Tax Indemnified Party upon the later of (i) two (2) days following notice by a Buyer Tax Indemnified Party that an amount for Taxes is or will be due and (ii) two (2) days before such amount is due to a taxing authority. The indemnification obligations of the Selling Shareholders set forth in this Section 6.1 shall survive indefinitely and shall not be subject to the Indemnification Deductible or the Cap. For purposes of this Section 6.1, Taxes shall include all Post-Agreement Losses incurred or sustained by a Buyer Tax Periods; (iii) all Taxes Indemnified Party in connection with the investigation, defense or prosecution of any member of an affiliated, consolidated, combined or unitary group of which the Investor (such claim or any predecessor action or proceeding between a Buyer Tax Indemnified Party and the Selling Shareholders or any third party (including any taxing authority). In the event there is a conflict between any provision of this Section 6.1 and Article 8, the provisions in this Section 6.1 shall control. The provisions of this Section 6.1 set forth the exclusive indemnification obligations of the InvestorSelling Shareholders with respect to Taxes. (ii) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Invalid Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.338(h)(10)

Tax Indemnification. Company Parent The Sellers, jointly and severally, shall indemnify Investor, and each Investor Indemnitee and hold them harmless the Buyer from and against (awithout duplication) any Loss attributable to any breach all Damages arising out of or inaccuracy in any representation or warranty made in Section 3.8; relating to: (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ca) all Taxes of imposed on the Company Group or relating to the Business of for which the Company Group is liable for all Pre-Agreement Tax Closing Periods; , and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (das apportioned pursuant to Section 10.1(c)), including any such Taxes the payment of which is extended, deferred or delayed under the CARES Act or otherwise as a result of COVID 19 or any COVID 19 Measures; (b) (i) all Liabilities for Taxes of imposed on any member of an affiliatedthe Company Group as a result of having been a member of any U.S. federal “affiliated group” (as defined in Section 1504 of the Code) or state, consolidatedlocal or foreign combined, combined unitary or unitary analogous group in each case of which any member of the Company (or any predecessor of the Company) Group is or was a member on or prior to the Initial Closing Date by reason of a liability under pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions of foreignanalogous state, state local or local Law; foreign law and (eii) any and all liabilities for Taxes of any person Person (other than a member of the Company Group) imposed on any member of the Company arising under the principles of Group as a transferee or successor liability successor, by contract or by contractpursuant to any law, relating rule or regulation, which Taxes relate to an event or transaction occurring before the Agreement Date. In each Closing; (c) Taxes resulting from any inaccuracy or breach of the above cases, together with any documented a representation or warranty set forth in Section 3.10; and (d) reasonable and necessary out-of-pocket fees expenses for advisors of the Buyer resulting from a breach of any obligation of the Sellers set forth in this Article 10; provided, however, that the Sellers shall not be responsible for and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall not indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against Buyer for (i) the Buyer’s portion of any Loss Transfer Taxes described in Section 10.3, (ii) an amount equal to the aggregate amount of Liability for Taxes included in the calculation of Finally Determined Closing Indebtedness or Finally Determined Net Working Capital, or (iii) any Taxes attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each Closing on the Closing Date and that is not in the ordinary course of business of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithmembers of the Company Group.

Tax Indemnification. Company Parent Subject to Section 9.04(c), Sellers shall jointly and severally indemnify Investorthe Company, each Subsidiary, Buyer, and each Investor Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.84.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Sellers in this Article VIARTICLE VII; (c) all interest and penalties related to Taxes of the Company or relating to the Business of the Company and each Subsidiary for all Pre-Agreement Closing Tax PeriodsPeriods to the extent such Taxes were required to have been paid by the Company or its Subsidiaries prior to the Closing and were not paid by the Company or any of its Subsidiaries prior to the Closing; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company and each Subsidiary (or any predecessor of the CompanyCompany or each Subsidiary) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company or any Subsidiary arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Closing Date, provided, however, that Sellers shall not have any liability for any Taxes resulting from any transaction engaged in by the Company or any Subsidiary of the Company not in the ordinary course of business on the Closing Date after Buyer’s purchase of all the outstanding Units. In each of the above cases, together with any documented reasonable out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor , Sellers shall indemnify Company Parent, jointly and each Company Parent Indemnitee and hold them harmless from and against (i) severally reimburse Buyer for any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating any Subsidiary that are the responsibility of Sellers pursuant to the this Section 7.03 within ten (10) Business Days after payment of such Taxes by Buyer, the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithSubsidiary.

Tax Indemnification. Company Parent Except as provided in Section 13(e), Seller shall indemnify Investor, Buyer and its affiliates (including the Companies and the Subsidiaries) and each Investor Indemnitee of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from all liability (except as reflected on the Closing Date Balance Sheet) (i) for Taxes of the Companies and against the Subsidiaries for the Pre-Closing Tax Period, (aii) for Taxes of Seller or any Loss other corporation (as a result of Treasury Regulation 'SS' 1.1502-6(a) or otherwise) which is or has been affiliated with Seller (other than the Companies or any of the Subsidiaries), (iii) for Taxes resulting from the Section 338(g) and 338(h)(10) elections (or any comparable elections under state or local Tax law) contemplated by Section 12(a) of this Agreement, (iv) for Taxes with respect to any pre-Closing period resulting from the Companies and any Subsidiaries ceasing to be included in the consolidated Federal income Tax return filed by Seller including, without limitation, any Taxes attributable to the restoration of a "deferred intercompany transaction" within the meaning of Treasury Regulations Section 1.1502-13(a)(2) and the recognition of excess loss accounts, (v) for Taxes imposed on the Companies or any Subsidiaries directly or indirectly arising out of, resulting from, or attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable transaction contemplated by this Agreement to any breach or violation ofbe performed by Seller, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (Companies or any predecessor of the Company) is or was a member Subsidiaries on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Date, including but not limited to the Section 1.1502-6 or any comparable provisions of foreign338(h)(10) election and the Xxxxxxx Distribution, state or local Law; and (evi) 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket for reasonable legal fees and expenses for any item attributable to any item in clause (including reasonable third-party attorneys’ i), (ii), (iii), (iv) or (v) above. Notwithstanding the foregoing, Seller shall not indemnify and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parenthold harmless Buyer and its affiliates, and each Company Parent Indemnitee of their respective officers, directors, employees and agents, from any liability for Taxes attributable to any action taken after the Closing by Buyer, any of its affiliates (including any of the Companies or Subsidiaries), or any transferee of Buyer or any of its affiliates (other than any such action expressly required by applicable law or by this Agreement) (a "Buyer Tax Act") or attributable to a breach by Buyer of its obligations under this Agreement. Buyer shall, and shall cause the Companies and the Subsidiaries to, indemnify Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from and against (i) all liability for Taxes of the Companies and the Subsidiaries for any Loss attributable taxable period ending after the Closing Date (except to the extent such taxable period began before the Closing Date, in which case Buyer's indemnity will cover only that portion of any breach or violation ofsuch Taxes that are not for the Pre-Closing Tax Period), or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all liability for Taxes attributable to a Buyer Tax Act or to a breach by Buyer of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; its obligations under this Agreement, and (iii) all liability for reasonable legal fees and expenses attributable to any item in clause (i) or (ii) above. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("property Taxes") of the Companies and the Subsidiaries for 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 member the Companies and the Subsidiaries (other than property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of an affiliated, consolidated, combined or unitary group the close of which business on the Investor Closing Date. Seller's indemnity obligation in respect of Taxes for a Straddle Period shall initially be effected by its payment to Buyer of the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes paid by Seller or any predecessor of its affiliates (other than any of the InvestorCompanies or the Subsidiaries) is at any time, (ii) the amount of such Taxes paid by the Companies or was a member the Subsidiaries on or prior to the Initial Closing Date by reason and (iii) the amount of such Taxes reflected as a liability under Treasury Regulation Section 1.1502-6 on the Closing Date Balance Sheet. Seller shall initially pay such excess to Buyer within 30 days after the return, report or form with respect to the final liability for such Taxes is required to be filed (or, if later, is actually filed). If the sum of (i) the amount of such Taxes paid by Seller or any comparable provisions of foreignits affiliates (other than any of the Companies or the Subsidiaries) at any time, state (ii) the amount of such Taxes paid by any of the Companies or local Law; the Subsidiaries on or prior to the Closing Date and (iviii) any and all the amount of such Taxes of any person imposed reflected as a liability on the Company arising under Closing Date Balance Sheet exceeds the principles amount payable by Seller pursuant to the preceding sentence, Buyer shall pay to Seller the amount of transferee such excess to the extent it exceeds any receivable for such Taxes recorded on the Closing Date Balance Sheet within 30 days after the return, report or form with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this paragraph by Seller or Buyer with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or successor liability or by contract, relating form) with respect to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithStraddle Period Taxes.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation Except as otherwise provided in this Article VIVII, PGH and PMH shall indemnify GEFA, its Affiliates, and the PGH Subsidiaries (each a "GEFA INDEMNITEE") against and agrees to hold each GEFA Indemnitee harmless from: (i) any Tax of any PGH Subsidiary related to a Pre-Closing Tax Period; (cii) all Taxes any Tax imposed on any PGH Subsidiary as a result of being or having been before the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any Second Closing Date a member of an affiliated, consolidated, combined combined, unitary or unitary group similar group, or a party to any agreement or arrangement; (iii) any amount payable as a result of which being party to any Tax Sharing Agreement or with respect to the Company payment of any amount of the type described in clause (i) or (ii) above as a result of any existing express or implied obligation (including, but not limited to, an indemnification obligation); (iv) if any of the Section 338 Elections provided for in Section 7.7 are made, any Taxes attributable to the deemed sale of assets or other deemed transactions pursuant to any such elections; (v) any increase in Taxes (for any taxable period, including a Post-Closing Tax Period) resulting from adjustments to or changes in Tax items relating to any of the PGH Subsidiaries for any taxable period ending on or before the Second Closing Date, whether such adjustments or changes are voluntarily made or are required by a Taxing Authority; (vi) the breach of any representation, warranty or covenant in this Article VII (for this purpose, the breach of any representation or warranty shall be determined without regard to any qualification as to materiality); (vii) any liability (including any Costs, within 119 127 the meaning of Section 10.2(a), associated therewith) resulting from any representation made by any member of the PGH Group or any predecessor of its agents to any purchaser of group increasing whole life insurance policies guaranteeing or warranting the anticipated Tax benefits of owning such insurance contracts, including, but not limited to, the availability of any interest deduction under Sections 163 and 264(a)(3) of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or Code for any comparable provisions of foreign, state or local Lawpolicy indebtedness; and (eviii) any and all Taxes Costs (within the meaning of Section 10.2(a)) arising out of or incident to the imposition, assessment or assertion of any person imposed on Tax or increase in Tax or breach described in this Section 7.6(a); provided, however, that there shall be no duplicative recovery hereunder. GEFA agrees to cooperate as reasonably requested with PGH and PMH in preparing to defend against the Company arising under the principles imposition of transferee or successor liability or such Taxes by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses Taxing Authority. (including reasonable third-party attorneys’ and accountants’ feesb) incurred in connection therewith. Investor GEFA shall indemnify Company Parent, PGH and each Company Parent Indemnitee its Affiliates (other than the PGH Subsidiaries) from and against and hold them harmless from any Tax of any PGH Subsidiary relating to a Post-Closing Tax Period, except as otherwise provided in Section 7.6(a). PGH agrees to cooperate as reasonably requested with GEFA in preparing to defend against the imposition of such Taxes by any Taxing Authority. (c) Any payment required to be made under the terms of this Section 7.6 shall be made not later than ten (10) days after receipt by the indemnifying party of written notice from the party to be indemnified stating that any loss has been incurred by the party to be indemnified and against the amount thereof and of the indemnity payment requested. (d) Following the Second Closing Date, PGH shall control the conduct of all stages of any Tax Proceeding with respect to Taxes for which PGH could be held liable pursuant to Section 7.4(a) or Section 7.6(a); provided, however, that (i) GEFA shall have the right to 120 128 participate, at its own expense, in any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; such Tax Proceeding and (ii) GEFA shall control the conduct of all Taxes stages of the Company or any Tax Proceeding relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member PGH Subsidiary that may be subject to indemnification under this Article VII for Tax periods beginning before and ending after the Second Closing Date. GEFA shall furnish, or shall cause a PGH Subsidiary to furnish, as the case may be, PGH with powers of attorney, or any other document or authorization necessary or appropriate to enable PGH to exercise the control provided PGH in this Section 7.6(d). GEFA shall control the conduct of all other Tax Proceedings with respect to the Tax liability of the PGH Subsidiaries. Subject to such control: (i) With respect to any Tax Proceeding that PGH controls, PGH (X) shall give prompt written notice to GEFA of any Tax adjustment proposed in writing with respect to the assets or activities of any PGH Subsidiary, (Y) upon GEFA's reasonable request shall discuss with GEFA and GEFA's Tax advisors the position that it intends to take regarding any issue concerning such assets or activities, and (Z) shall not, and shall not permit any of its Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise of any proposed adjustment that would have a PGH Material Adverse Effect or that would result in material Taxes for which GEFA is responsible under Section 7.6(b) hereof or that purports to bind GEFA or any PGH Subsidiary with respect to any Tax period ending after the Second Closing Date without the express written consent of GEFA, which consent shall not be unreasonably withheld or delayed, and 121 129 (ii) GEFA (X) shall, within ten (10) Business Days from its receipt of any written notice of any pending or threatened Tax Proceeding with respect to which indemnification may be sought against PGH under this Article VII, provide written notice to PGH thereof, (Y) with respect to any Tax Proceeding controlled by GEFA, shall afford PGH and its Tax advisors a reasonable opportunity to participate (at PGH's expense) in the conduct of any Tax Proceeding regarding a proposed adjustment described in clause (X) above including, without limitation, the right to participate in conferences with Taxing Authorities and submit pertinent material in support of PGH's position, and (Z) shall not, and shall not permit any of its Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise that would result in a claim for indemnification against PGH pursuant to this Article VII without PGH's express written consent, which shall not be unreasonably withheld or delayed. PGH may elect to forego control of any Tax Proceeding that it is entitled to control pursuant to this Section 7.6(d), and shall promptly notify GEFA if PGH elects to forego such control. In that event, GEFA shall control the conduct of such Tax Proceeding, subject to the requirements of clause (ii) above, and PGH shall fully cooperate with GEFA, including, but not limited to providing any necessary powers of attorney authorizing GEFA (or its designee) to control and take action in connection with such defense. 122 130 (e) For purposes of this Article VII, in the case of any Taxes that are payable for a Tax period that includes (but does not end on) the Second Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Second Closing Date shall (i) in the case of any Taxes that are periodic and fixed in amount (for example, real or personal property taxes), be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Second Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of all other Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Second Closing Date. The allocations of Taxes pursuant to the preceding sentence shall be made first without taking into account any Tax credits, and credits with respect to any such Tax shall then be allocated in the same proportion as such Tax between the portion of the Tax period ending on and including the Second Closing Date and the remainder of the entire Tax period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the PGH Subsidiaries, unless otherwise required by Law or agreed by PGH and GEFA. In the case of an affiliatedinterest in an entity that is a pass-through entity for Tax purposes, consolidated, combined or unitary group of which items shall be deemed to flow through on a daily basis rather than at the Investor (or any predecessor close of the Investorentity's Tax year. (f) Any payment required to be made by GEFA or PGH under this Article VII that is not made when due as provided herein shall bear interest at the Prime Rate for each day following the due date until the date on which payment thereof is duly mailed or was a member on or prior electronically transmitted to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes of any person imposed on party entitled to the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithreceipt thereof.

Tax Indemnification. Company Parent (a) Subject to the limitations set forth in Section 7.05, from and after the Closing Date, Seller shall indemnify Investor, Purchaser and its affiliates and each Investor Indemnitee of their respective officers, directors, employees, stockholders, agents and representatives (the "Purchaser Indemnitees") against and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all liability for Income Taxes of the Acquired Company and its subsidiaries for the Pre-Closing Tax Period, (ii) all liability as a result of Treasury Regulation § 1.1502-6(a) (or any similar provision of state, local or foreign law) for Income Taxes resulting from the Acquired Company or relating to one of its subsidiaries being a member of a consolidated group on or before the Business of the Company for all Pre-Agreement Tax Periods; Closing Date, (diii) all liability for Taxes of arising from any member of an affiliatedTax sharing agreement that is required to have been terminated pursuant to Section 4.07(g), consolidated, combined or unitary group of which excluding any Tax sharing agreement between only the Acquired Company (or any predecessor of its subsidiaries as of the CompanyClosing) is and any of its subsidiaries as of the Closing, or other contractual agreement to which the Acquired Company or one of its subsidiaries was a member party prior to the Closing Date, (iv) all liability of the Acquired Company and its subsidiaries for Taxes of any other person as transferee or successor or by contract or otherwise, (v) all liability for Taxes arising as a result of (A) the Section 338(h)(10) elections and any comparable elections made under state or local Tax law described in Section 4.07 (i) or (B) any restructuring, reorganization, divestiture, merger or acquisition undertaken by Seller, the Acquired Company or any of its subsidiaries, on or prior to the Initial Closing Date, in contemplation of the transactions described in this Agreement, including the transactions contemplated in Schedule 4.18 and (vi) all liability for reasonable legal fees and expenses, interest, penalties and additions to Tax attributable to any item in clause (i), (ii), (iii), (iv) or (v) above. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless any Purchaser Indemnitee under this Section 7.01(a) from any liability for Taxes attributable to any action taken on or after the Closing Date by reason Purchaser, any of a liability under Treasury Regulation Section 1.1502-6 its affiliates (including the Acquired Company or any comparable provisions of foreignits subsidiaries as of the Closing), state or local any transferee of Purchaser or any of its affiliates (other than any action expressly required by this Agreement, permitted by this Agreement unless (in the case of actions not expressly permitted by this Agreement) it could reasonably be expected that such action would result in an increase in the amount of Taxes for which indemnification by Seller would otherwise be required pursuant to this Section 7.01(a), or expressly required by Applicable Law; ) (a "Purchaser Tax Act") or attributable to a breach by Purchaser of its obligations under this Agreement. (b) From and (e) any after the Closing Date, Purchaser shall indemnify Seller 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 Agreement Date. In its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees"Seller Indemnitees") incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee against and hold them harmless from and against (i) all liability of Seller following the Closing Date for Taxes other than Income Taxes of the Acquired Company and its subsidiaries for all taxable periods whether ending before, on or after the Closing Date, except to the extent provided in Section 7.02, and for Income Taxes for any Loss attributable to any breach or violation ofPost-Closing Tax Period, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all liability of Seller for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; its obligations under this Agreement, (iii) all liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor arising as a result of the InvestorSection 338(g) is or was a member on or prior elections made pursuant to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign4.07(i), state or local Law; and (iv) all liability for Taxes arising as a result of the separate closings for subsidiaries of the Acquired Company incorporated in non-U.S. jurisdictions pursuant to Section 1.01 that would not have arisen as a result of the transactions provided for in this Agreement but for such separate closings and (v) all liability for reasonable legal fees and expenses attributable to any item in clause (i), (ii), (iii) or (iv) above. (c) Taxes for Straddle Periods shall be allocated to the Pre-Closing Tax Period and all Taxes of any person imposed on the Company arising under Post-Closing Tax Period in accordance with the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each Section 4.07(b)(ii). (d) Responsibility for Taxes arising as a result of the above casesseparate closings for subsidiaries of the Acquired Company incorporated in non-U.S. jurisdictions pursuant to Section 1.01 that would have arisen as a result of the transactions provided for in this Agreement even in the absence of such separate closings shall be allocated between Purchaser and Seller under Sections 7.01, together with any documented out-of-pocket fees 7.02 and expenses (including reasonable third-party attorneys’ and accountants’ fees4.07(c) incurred in connection therewithhereof as though such separate closings had not occurred.

Tax Indemnification. Company Parent Notwithstanding anything in this Agreement to the contrary: (a) To the extent of the contents of the Escrow Fund available for distribution in accordance with the terms hereof and the Escrow Agreement, from and after the Closing, the REIT Indemnified Parties shall indemnify Investorbe indemnified, saved and each Investor Indemnitee and hold them held harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all liability for Taxes of the Company or relating Service Providers with respect to the Business of the Company for all Pre-Agreement Closing Tax Periods; Periods (dwhich will be deemed Damages), (ii) all liability for Taxes of any member person with whom any of an the Service Providers, or their Affiliates or any predecessor or affiliate thereof joins or has ever joined in filing any affiliated, consolidated, combined or unitary group of which the Company Tax Return (or any predecessor of the CompanyInland Group Combined Return) is or was a member on or prior to the Initial for any Pre-Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; Tax Period and (eiii) any and all Damages with respect to the breaches of representations and warranties set forth in Section 4.6 and the covenants set forth in Sections 5.1(c)(ii), 5.1(m), and 6.10. (b) IREIC shall indemnify, defend and hold harmless the REIT Indemnified Parties from (i) all liability for Taxes of the Advisor with respect to all Pre-Closing Tax Periods (which will be deemed Damages), (ii) all liability for 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 Agreement Date. In each with whom any of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation ofAdvisor, or failure to fully perform, their Affiliates or any covenant, agreement, undertaking predecessor or obligation affiliate thereof joins or has ever joined in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of filing any member of an affiliated, consolidated, combined or unitary group of which the Investor Tax Return (or any predecessor of the InvestorInland Group Combined Return) is or was a member on or prior to the Initial for any Pre-Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; Tax Period and (iviii) any and all Taxes Damages with respect to the breaches of any person imposed on representations and warranties with respect to the Company arising under Advisor set forth in Section 4.6 and the principles of transferee or successor liability or by contractcovenants set forth in Sections 5.1(c)(ii), relating to an event or transaction occurring after the Agreement Date. In each of the above cases5.1(m), together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith6.

Tax Indemnification. Company Parent (i) The Existing Member shall indemnify InvestorHDA, the Company and each Investor Indemnitee their affiliates and hold them harmless from and against against: (a1) any Loss attributable and all liabilities for Taxes (including without limitation any obligation to any breach contribute to the payment of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation ofa Tax determined on a consolidated, combined, or failure unitary basis with respect to fully perform, any covenant, agreement, undertaking a group of corporations that includes or obligation in this Article VI; (cincluded the Company) all Taxes of the Company or relating to the Business of the Company for all taxable periods ending on or before the Closing Date (the "Pre-Agreement Closing Tax PeriodsPeriod") and for the portion of any Taxes (including without limitation any obligation to contribute to the payment of a Tax determined on a consolidated, combined, or unitary basis with respect to a group of corporations that includes or included the Company) of the Company for any Straddle Period (as hereinafter defined) that is allocated (pursuant to Section 5.2(a)(iii)) to the Pre-Closing Tax Period (such liabilities collectively, "Pre-Closing Tax Liabilities"); (d2) one-half of any and all liabilities for Conveyance Taxes; (3) any and all liabilities for Taxes arising out of a breach or inaccuracy of any representation or warranty contained in Section 3.11; (4) any liability (as a result of Treas. Reg. (S) 1.1502-6(a) or otherwise) for income Taxes of the Existing Member or any member of an affiliatedother person (other than the Company) that is or has ever been affiliated with the Company, or with whom the Company otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or Tax Return prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local LawClosing; and (e5) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contractfor reasonable legal, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket accounting and appraisal fees and expenses with respect to any item described in clauses (including reasonable third1), (2) or (4); provided, however, that the amount of the -------- ------- Existing Member's indemnity obligation for Taxes pursuant to this Section 5.2(a)(i) shall be reduced to the extent that the aggregate reserves for Taxes (excluding deferred income taxes) reflected on the Closing Balance Sheet exceeds the aggregate liability for Taxes for the Pre-party attorneys’ Closing Tax Period not paid prior to the close thereof. Notwithstanding the foregoing, the Existing Member shall not be required to indemnify or hold harmless HDA, the Company and accountants’ feestheir affiliates from or against any liability for Taxes attributable to a breach by HDA of its obligations under this Agreement. (ii) incurred in connection therewith. Investor HDA shall defend and indemnify Company Parent, and each Company Parent Indemnitee the Existing Member and hold them him harmless from and against (i1) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all liability for Taxes of the Company or relating for any taxable period ending after the Closing Date (except with respect to the Business of the Company for all Posta Straddle Period, in which case HDA's indemnity will cover only Taxes that are not Pre-Agreement Closing Tax PeriodsLiabilities); (iii2) all Taxes one-half of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Lawand all liabilities for Conveyance Taxes; and (iv3) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contractfor reasonable legal, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket accounting and appraisal fees and expenses with respect to any item described in clauses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.1)

Tax Indemnification. Company Parent (i) From and after the Closing, Sellers shall indemnify Investorindemnify, and each Investor Indemnitee save and hold them harmless the Buyer Indemnified Parties from and against (a) any Loss attributable to any breach all Liability for Taxes of or inaccuracy in any representation or warranty made in Section 3.8; the Partnership constituting an Excluded Liability, (b) any Loss attributable and all Damages arising out of, resulting from or incident to any breach or violation of, or failure to fully perform, by Sellers of any covenant, agreement, undertaking or obligation covenant contained in this Article VI; Sections 4.1(a) and 8.21 and (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes Damages arising out of, resulting from or incident to the breach of any person imposed on representation, warranty or covenant contained in Section 6.6, except to the Company arising under extent that any such Damages are otherwise indemnified pursuant to the principles of transferee or successor liability or by contractforegoing clauses (i) and (ii). (ii) From and after the Closing, relating to an event or transaction occurring before the Agreement Date. In each of the above casesXxxxx shall indemnify, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee save and hold them harmless the Sellers Indemnified Parties from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (iia) all Liability for Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of Partnership constituting an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; Assumed Liability and (ivb) any and all Damages arising out of, resulting from or incident to the breach by Buyer of any covenant contained in Sections 4.1(a) and 8.21. (iii) In the case of any Straddle Period: (A) any Taxes levied on a per diem basis, other than Property Taxes (“Per Diem Taxes”), of the Partnership for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and (B) the Taxes of the Partnership (other than Per Diem Taxes) for any person imposed Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Closing Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.

Tax Indemnification. Company Parent shall indemnify InvestorSubject to the limitations set forth in Section 5.9(g) below, and each Investor Indemnitee except as provided in Section 5.9(a) of this Agreement, the Company Securityholders shall, severally and not jointly, by offset in accordance with the terms set forth herein indemnify and defend the Indemnified Persons, and hold them harmless from and against (a) any Loss and all Damages attributable to any breach (i) all Taxes (or the non-payment thereof) of or inaccuracy in any representation or warranty made in Section 3.8; the Company and each Company Subsidiary for all Pre-Closing Tax Periods (b) any Loss attributable to any breach or violation ofwhich includes, or failure to fully performwithout limitation and for the avoidance of doubt, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company and each Company Subsidiary arising or relating to accruing up through and including the Business Closing Date as a result of the transactions contemplated by this Agreement or the Option Agreement, and all Taxes of the Company and each Company Subsidiary arising after the Closing Date solely to the extent resulting from any recharacterization of payments to Company Securityholders pursuant to the Option Agreement or this Agreement in consideration for all Pre-Agreement Tax Periods; their capital stock of the Company), (dii) all any liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which each of the Company or any Company Subsidiary (or any predecessor of the CompanyCompany or any Company [*] Confidential treatment requested. 79 CONFIDENTIAL TREATMENT REQUESTED Subsidiary) is or was a member member, on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local or local Law; and foreign law or regulation, (eiii) any and all Taxes of any person imposed on any Indemnified Person as a transferee or successor, by contract or pursuant to any law, rule or regulation as the result of transactions or events occurring with respect to the Company or a Company Subsidiary on or prior to the Closing Date, (iv) all employer Taxes associated with payments in respect of Company Options, exercises of Company Options, or other transaction-related compensation arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation contemplation of, or failure to fully performin connection with, any covenantthe transactions contemplated by this Agreement and the Option Agreement, agreement, undertaking or obligation in this Article VI; (iiv) all Taxes of the Company or relating and any Company Subsidiary attributable to the Business Divestiture, (vi) any reduction in the total amount of Company NOLs determined as of the Closing Date (prior to the application of any usage limitations under the Code and its regulations) to an amount less than the difference between $[*] and the aggregate amount of income and gain recognized by the Company in connection with the Divestiture (not to exceed $[*]), and any reduction in the actual amount of orphan drug and research and development tax credits of the Company for all Post-Agreement determined as of the Closing Date below $[*] (any such reduction of Company NOLs or Tax Periods; credits, a “Tax Benefit Reduction”), (iiivii) all Taxes any limitation on the Indemnified Persons’ ability to use Company NOLs or tax credits (an “Additional Limitation”) under Sections 382 or 383 of any member of an affiliated, consolidated, combined or unitary group of which the Investor Code (or any predecessor analogous state income tax laws) resulting solely from an “ownership change” of the InvestorCompany within the meaning of Section 382(g) is or was a member of the Code occurring on or prior to the Initial Closing Date by reason Date, other than (A) such a limitation resulting solely from the closing of the Merger or (B) such a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions limitation, if any, resulting solely from execution of foreignthe Option Agreement, state or local Law; and (ivviii) any and all Taxes the breach of any person imposed on the Company arising under the principles of transferee representation or successor liability or by contract, relating warranty pursuant to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithSection 2.11 hereof.

Tax Indemnification. Company Parent The Seller Parties, jointly and severally, shall indemnify Investorindemnify, and each Investor Indemnitee save and hold them harmless the Purchaser Indemnified Parties from and against (ai) any Loss all Taxes (or the non-payment thereof) of the Target Group attributable to any breach of or inaccuracy Pre-Closing Period (except and to the extent that such Taxes are included in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes the calculation of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; Final Purchase Price), (dii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) Target Group is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section §1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local, or local foreign Law; and , (eiii) any and all Taxes of any person Person (other than the Target Group) imposed on the Company arising under the principles of Target Group as a transferee or successor liability successor, by Contract or by contractpursuant to any Law, relating which Taxes relate to an event or transaction occurring before the Agreement Date. In each Closing, (iv) any Liability for Taxes allocated to Seller pursuant to Section 6.4(c), (v) any and all Liabilities arising out of, with respect to, or in connection with any “employee retention credit” payments claimed or received by a Target Group Member pursuant to Section 2301 of the above cases, together with CARES Act during any documented outPre-of-pocket fees and expenses Closing Period (including reasonable third-any costs, expenses or Liability owed to any third party attorneys’ and accountants’ fees) provider incurred in connection therewith. Investor shall indemnify with such credit), (vi) any Tax or amount on account of Tax of a Seller or a Selling Holding Company Parentfor which the Purchaser Indemnified Parties are or may be liable for, whether by reason of any requirement to withhold or otherwise, and each Company Parent Indemnitee and hold them harmless from and against incurred in connection with this Agreement or any Ancillary Agreement, (ivii) any Loss and all Liabilities or Tax audits arising out of, with respect to, or in connection with the Personal Goodwill Agreement, including any breach of any representation included therein, and (viii) any Losses attributable to any breach of any covenants or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation agreements of Sellers in this Article VI; (ii) all Taxes Section 6.4. For the avoidance of doubt, the Company or relating Seller Parties’ obligations to indemnify the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the InvestorPurchaser Indemnified Parties pursuant to this Section 6.4(k) is or was a member on or prior unconditional and not subject to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithlimitation.

Tax Indemnification. Company Parent (a) Shareholder shall indemnify Investorthe Buyer Indemnitees against, and each Investor Indemnitee and hold them harmless from from, any: (i) Tax of the Company with respect to any Pre-Cut-Off Tax Period (including the portion of any Straddle Period that is related to a Pre-Cut-Off Tax Period), except to the extent reflected as a current liability of the Company on the Statement and against not paid by Buyer to Shareholder pursuant to Section 8.5(b), including any liability as a transferee or successor for Tax or by contract or otherwise; (aii) any Loss attributable to Shareholder Transfer Taxes; (iii) Losses arising out of any breach of any representation, covenant, warranty, or inaccuracy in agreement made by Shareholder pursuant to this Article 8 (the sum of (i), (ii), (iii) and (iv) being referred to as a “Tax Loss”); and (iv) (S) any representation or warranty made Taxes that may arise from the transfer of the Vilanova Properties by the Company to the Shareholder, including deferred Taxes mentioned in Section 3.8; 8.9.(a)(iv)(S) of the Disclosure Schedule. (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor Buyer shall indemnify Company Parentthe Shareholder Indemnitees against, and each Company Parent Indemnitee and hold them harmless from and against from, any: (i) any Loss attributable Tax of the Company with respect to any breach or violation of, or failure Post-Cut-Off Tax Period (including the portion of any Straddle Period that is related to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; a Post-Cut-Off Tax Period); (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax PeriodsBuyer Transfer Taxes; and (iii) all Taxes Losses arising out of any member breach of an affiliatedany representation, consolidatedcovenant, combined warranty, or unitary group agreement made by Buyer pursuant to this Article 8 (the sum of (i), (ii), and (iii) being referred to as a “Tax Loss”). (c) Shareholder, on the one hand, and Buyer, on the other, shall pay to the other the amount of any Tax Loss for which the Investor (payor is responsible pursuant to this Section 8.9 not later than 30 days after receipt from the other of written notice stating that any Tax Loss has been paid by the notifying party or any predecessor of its affiliates or, effective upon the Investor) is Closing, with respect to Buyer or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithCompany.

Tax Indemnification. Company Parent (a) Subject to the provisions of Section 11.08, Seller shall be solely liable for, shall pay and shall protect, defend, indemnify Investor, and each Investor Indemnitee and hold them harmless the Company, Dxxxx, Buyer and their respective Affiliates from and against the following Taxes and Losses: (ai) any Loss attributable Taxes (and related Losses) imposed on or relating to any breach of the Company or inaccuracy in any representation Dxxxx (or warranty made in Section 3.8; (b) any Loss attributable to any breach the Assets or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes operations of the Company or relating Dxxxx) that arise out of, relate to the Business of the Company for all or are otherwise attributable to any Pre-Agreement Closing Tax PeriodsPeriod; (dii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Tax (or any predecessor of the Companyrelated Loss) is or was a member on or prior imposed pursuant to the Initial Closing Date by reason of a liability under Treasury Regulation Section section 1.1502-6 or any comparable provisions similar provision 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes law as a result of the Company or relating Dxxxx having filed a Tax Return with any other Person on a consolidated, combined, unitary or similar basis or having been a member of any such group in a Pre-Closing Tax Period (including any liability for Taxes resulting from an “intercompany transaction” in respect of which gain was deferred pursuant to the Business of the Company for all PostTreasury Regulation section 1.1502-Agreement Tax Periods13(a)(2) (or any predecessor thereof or any analogous or similar provision under state, local or foreign Law)); (iii) all Taxes and Losses (including any Taxes that may be imposed on the holder of any member Insurance Contracts or Annuity Contracts) incurred by Buyer, any Affiliate of Buyer, the Company or Dxxxx resulting from, arising out of or based upon an affiliatedinaccuracy or breach by Seller, consolidatedthe Company or Dxxxx of any representation or warranty made herein (as if made on the Closing Date); (iv) all Taxes and Losses incurred by Buyer, combined any Affiliate of Buyer, the Company or unitary group Dxxxx resulting from, arising out of which or based upon a breach by Seller, Company or Dxxxx of any covenant or agreement contained or provided in this Agreement or the Investor Ancillary Agreements; (v) any Taxes incurred by the Company or Dxxxx as a transferee, successor or by contract (including without limitation any predecessor of Tax Sharing Agreements) that relate to a transaction or agreement entered into by the InvestorCompany or Dxxxx in a Pre-Closing Tax Period; (vi) is all Taxes and related Losses imposed with respect to or was a member that relate to the transactions contemplated by this Agreement and the Ancillary Agreements, any other transaction that occurs on or the Closing Date prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 Closing, or any comparable provisions transaction that is undertaken at the direction or for the benefit of foreignSeller (including without limitation, state any such Taxes relating to Buyer’s acquisition of the Surplus Debentures or local Lawassumption of the obligations assumed pursuant to Section 2.02(a)(ii)); and (ivvii) Seller’s allocable portion of Transfer Taxes as provided in Section 6.05 (items (i) – (vii) being referred to as a “Tax Loss”). Except as provided above, Buyer shall be solely liable for, shall pay and shall protect, defend, indemnify and hold harmless Seller for any and all other Taxes of any person that are imposed on the Company arising under or Dxxxx in a Post-Closing Tax Period. The term “Pre-Closing Tax Period” shall mean all taxable periods or portions thereof that commenced prior to or on the principles of transferee Closing Date and end on or successor liability or by contract, relating to an event or transaction occurring after before the Agreement Date. In each end of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithClosing Date.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) From and after the Closing and subject to the applicable limitations contained in Section 12.2 and this Article XIII, the Purchaser Indemnified Parties shall be indemnified and held harmless, to the fullest extent permitted by applicable Law, from, against and in respect of any Loss attributable Damages to any breach the extent actually incurred by the Purchaser Indemnified Parties and arising out of or inaccuracy in as a result of any representation or warranty made in Section 3.8; of the following: (bi) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company Group Companies for periods or relating to portions thereof ending on or before the Business of the Company for all Closing Date (“Pre-Agreement Tax Periods; (dClosing Taxes”) all Taxes of or imposed on any member of an affiliated, consolidated, combined or unitary group of which the Group Company (or any predecessor of the Company) is or was a member on or prior pursuant to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions similar or corresponding federal, state, provincial, local or foreign Law with respect to the full taxable period that includes the Closing Date, by reason of foreignsuch Group Company being, state or local Lawceasing to be, a member of any consolidated group including Seller or included in a consolidated or combined return of Seller; (ii) Taxes imposed on a Purchaser Indemnified Party as a result of any breach of, or inaccuracy in, any representation or warranty set forth in Section 4.4; and or (eiii) any and all Taxes breach of any person imposed on or failure to perform a covenant or agreement of the Company arising under set forth in Section 7.8. (b) For the principles avoidance of transferee or successor liability or doubt, the obligation to indemnify for Taxes pursuant to Section 13.1(a) shall not require a duplicate payment of Tax amounts that have already been taken into account as current liabilities in the determination of Net Working Capital. Furthermore, notwithstanding anything to the contrary in this Agreement, for purposes of determining Damages actually incurred by contractthe Purchaser Indemnified Parties pursuant to this Article XIII, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) the loss of any Loss attributable to any breach Tax asset or violation of, Tax attribute (or failure to fully performfor the avoidance of doubt, any covenantincreased Tax liability incurred by Purchaser as a result of the loss of such Tax assets or Tax attributes), agreement, undertaking or obligation in this Article VI; (ii) all Taxes (other than Taxes attributable to a breach of the Company or relating any representation and warranty in Section 4.14(o)) to the Business of extent such Taxes are attributable to a Tax period (or portion thereof) beginning on or after the Company for all Post-Agreement Tax Periods; Closing Date, and (iii) all Taxes of any member of an affiliatedthat result from transactions or actions taken by Purchaser, consolidated, combined or unitary group of which the Investor (Purchaser Sub or any predecessor of their respective Affiliates (including for the Investoravoidance of doubt, the Group Companies) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In Closing that are not contemplated by this Agreement, in each of the above casescase, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithshall not be treated as Damages.

Tax Indemnification. Company Parent From and after the Closing Date, the Seller shall indemnify Investorand defend the Buyer, the Company and each Investor Indemnitee the Subsidiaries (and their Affiliates, successors and assigns) (each, a “Tax Indemnified Buyer Party” and collectively, the “Tax Indemnified Buyer Parties”) against and hold them the Tax Indemnified Buyer Parties harmless from any and against all Losses and damages suffered or incurred (aeach a “Tax Loss” and collectively, the “Tax Losses”) any Loss attributable to any breach arising out of or inaccuracy otherwise in any representation or warranty made in Section 3.8; respect of (bi) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating its Subsidiaries for taxable periods ending on or before the Closing Date, or with respect to a Straddle Period, the portion of any Taxes allocable under Section 5 for the period ending on the Closing Date, including, for the avoidance of doubt, any Taxes based upon, arising out of or otherwise in respect of any transaction occurring at or prior to the Business Closing, including a transfer by any of the Company for all Companies of any asset (including any asset described in Section 5.8(e), 5.8(g) or 5.8(h) or the Excluded Subsidiaries) to the Seller or any of its Affiliates (“Pre-Agreement Tax PeriodsClosing Taxes”); and (dii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) its Subsidiaries is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section §1.1502-6 or any comparable provisions provision of foreign, state or local Law; . For purposes of this Annex, references to the “Closing” shall, with respect to the Xxxxxxxxxx Subsidiaries and (e) any the Dade Subsidiaries, mean the Xxxxxxxxxx Closing and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contractDade Closing, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parentrespectively, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating references to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was “Closing Date” shall have a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithcorresponding meaning.

Tax Indemnification. Company Parent (i) The Seller shall indemnify Investor, the Company and each Investor Indemnitee the Buyer and hold them harmless from and against (ai) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.84.19; (bii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI6; (ciii) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax PeriodsClosing Taxes (which for the avoidance of doubt shall include any penalties and/or interest attributable thereto); (div) 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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (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 an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Seller shall reimburse the Buyer for any Taxes of the Company that are the responsibility of the Seller pursuant to this Section 6.1(n)(i) within ten (10) Business Days after the earlier of the payment of such Taxes by the Buyer or the Company or a determination by a taxing authority. (ii) The Buyer shall indemnify the Seller Parties and hold them harmless from and against (a) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 6; (b) all Post-Closing Taxes; (c) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) may become a member after the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; 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 after the Agreement Closing Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor , the Buyer shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) reimburse the Seller Parties for any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to that are the Business responsibility of the Company for all Post-Agreement Tax Periods; Buyer pursuant to this Section 6.1(n)(ii) within ten (iii10) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Business Days after the Investor (or any predecessor earlier of the Investor) is payment of such Taxes by the Seller Parties or was a member on or prior to the Initial Closing Date determination by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithtaxing authority.

Tax Indemnification. Company Parent (a) The Seller shall indemnify Investorand hold harmless the Buyer, the Company, and each Investor Indemnitee and hold them harmless from any successors thereto or Affiliates thereof in respect of and against (ai) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation ofDamages resulting from, relating to, or constituting any failure to fully perform, perform any covenant, agreement, undertaking covenant or obligation agreement set forth in this Article VI; V, and (cii) all without duplication, the following Taxes of the Company or relating to the Business of extent such Taxes exceed the Company Tax Reserves: (A) Any Taxes for all Pre-Agreement Tax Periodsany taxable period ending (or deemed pursuant to Section 5.3(b) to end) on or before the Closing Date due and payable by the Company; and (dB) all Any Taxes of for any member of an affiliated, consolidated, combined taxable period ending (or unitary group of deemed pursuant to Section 5.3(b) to end) on or before the Closing Date for which the Company (or has any predecessor of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Regulations Section 1.1502-6 or under any comparable provisions or similar provision of foreignstate, state local or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of foreign laws, as a transferee or successor liability successor, or by contract, relating pursuant to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses contractual obligation. (including reasonable third-party attorneys’ and accountants’ feesb) incurred in connection therewith. Investor The Buyer shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from the Seller in respect of and against (i) any Loss attributable to any breach or violation of, or the failure to fully perform, perform any covenant, agreement, undertaking covenant or obligation agreement set forth in this Article VI; V, and (ii) without duplication, the following Taxes: (A) Any and all Taxes of the Company or relating to the Business of due and payable by the Company for all Post-Agreement Tax Periods; any taxable period beginning (iiior deemed pursuant to Section 5.3(b) all Taxes to begin) after the Closing Date; (B) 50% of any member transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of an affiliatedthe transactions contemplated by this Agreement whether levied on the Buyer, consolidatedthe Seller, combined or unitary group of which the Investor (Company, or any predecessor of the Investortheir respective Affiliates; (C) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local LawThe Tax Reserves; and and (ivD) any Any and all Taxes attributable to the acts or omissions of any person imposed on the Company arising under Buyer or the principles of transferee or successor liability or by contract, relating to an event or transaction Buyer's Affiliates occurring from and after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithClosing.

Tax Indemnification. Company Parent (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify InvestorPurchaser and its Affiliates against, and each Investor Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully performfrom, any covenant, agreement, undertaking Losses suffered or obligation in this Article VI; (c) all Taxes of the Company or relating incurred by Purchaser and its Affiliates to the Business of the Company for all Pre-Agreement Tax Periods; extent arising or resulting from: (di) all Taxes of any member Group Company for any Pre-Closing Tax Period; (ii) all Taxes resulting from any breach of an affiliated, consolidated, combined any covenant or unitary group of which the Company (agreement relating to Taxes contained in Section 5.07 made or to be performed by Seller or any predecessor of its Affiliates (including the Company) is or was a member on or Group Companies solely with respect to periods prior to the Initial Closing Date by reason Closing); (iii) all Taxes (as a result of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions provision of foreignany applicable Tax Law) of any Person other than any Group Company for which any Group Company becomes liable as a result of being or having been, state at any time before Closing, part of any consolidated, combined, affiliated, aggregated, unitary or local Law; and similar group for Tax purposes; (eiv) any and all Taxes of any person imposed on the Person other than a Group Company arising under the principles of from which any Group Company is or becomes liable as a transferee or successor liability successor, or by contract, relating where such transferee, successor or contractual liability results from a transaction or event occurring prior to an event the Closing; and (v) all Transfer Taxes allocated to Seller pursuant to Section 5.08; provided that, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable under this Section 8.03 for any such Taxes, fees or transaction occurring before expenses to the Agreement Date. In each of the above casesextent such Taxes, together with any documented out-of-pocket fees and or expenses (1) are described in Section 8.03(b) or (2) result from any Purchaser Tax Act. (b) Subject to the terms (including reasonable third-party attorneys’ the limitations) set forth in this Article VIII, from and accountants’ fees) incurred in connection therewith. Investor after the Closing, Purchaser shall indemnify Company ParentSeller and its Affiliates against, and each Company Parent Indemnitee and hold them harmless from from, any Losses suffered or incurred by Seller and against its Affiliates to the extent arising or resulting from: (i) all Taxes of any Loss attributable to Group Company for any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; Post-Closing Tax Period; (ii) all Taxes resulting from any breach of the Company any covenant or agreement relating to Taxes contained in Section 5.07 made or to be performed by Purchaser or any of its Affiliates (including the Business of Group Companies but solely with respect to periods following the Company for all Post-Agreement Tax Periods; Closing); (iii) all Taxes resulting from any Purchaser Tax Act; and (iv) all Transfer Taxes allocated to Purchaser pursuant to Section 5.08. (c) In the case of any member Straddle Period: (i) Taxes imposed on a periodic basis (such as real, personal and intangible property taxes) for any Pre-Closing Tax Period shall be equal to the amount of an affiliatedsuch Taxes for the entire Straddle Period multiplied by a fraction, consolidated, combined or unitary group the numerator of which is the Investor 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) Taxes (other than Taxes described in clause (i) above) for any Pre-Closing Tax Period shall be computed (x) as if such taxable period ended as of the close of business on the Closing Date and (y) in the case of any such Taxes attributable to the ownership of any Equity Interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any predecessor analogous provision of state, local or foreign Law), as if the taxable period of such partnership, “flowthrough” entity or “controlled foreign corporation” ended as of the Investorclose of business on the Closing Date; provided, that Taxes attributable to an inclusion under Section 951A of the Code for the Pre-Closing Tax Period shall be computed pursuant to Section 8.03(c) of the Seller Disclosure Letter. (d) Any indemnity obligation for Taxes pursuant to this Section 8.03 shall be paid within 30 Business Days after Purchaser or Seller, as applicable, makes written demand upon the other party claiming it is or was a member on or entitled to indemnification under this Section 8.03, but in no case earlier than five Business Days prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all date on which the relevant Taxes of any person imposed on are required to be paid to the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithrelevant Taxing Authority.

Tax Indemnification. Company Parent (a) From and after the Closing, Seller and Parent, jointly and severally, shall indemnify InvestorPurchaser, its affiliates (including the Company and the Subsidiaries) and each Investor Indemnitee of their respective officers, directors, employees, stockholders, agents and representatives (the “Purchaser Indemnitees”) against and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all liability for Taxes of the Company or relating to the Business and/or any of the Company its Subsidiaries for all Pre-Agreement Closing Tax Periods; (dii) all liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) its Subsidiaries is or was a member (other than the Company or its Subsidiaries) on or prior to the Initial Closing Date by reason of a liability under pursuant to Treasury Regulation Section § 1.1502-6 or any comparable provisions provision of foreignstate, state local, or local Lawforeign law or regulation; (iii) all liability for Taxes of the Company and/or any of its Subsidiaries (A) for Pre-Closing Tax Periods as a result of any breach of the representations and warranties set forth in Section 3.12, (B) for Post-Closing Tax Periods as a result of any breach of the representations and warranties set forth in Section 3.12(l) or (C) for any taxable period as a result of any breach by Seller or Parent of any covenant relating to Taxes; (iv) all liability for Taxes allocated to Seller as provided in Section 5.06(b); (v) all liability for Taxes with respect to any Subsidiary that is a controlled foreign corporation (within the meaning of Section 957(a) of the Code) imposed on Purchaser and its affiliates (including the Company or any Subsidiary) under Section 951 of the Code for the portion of the Straddle Period ending on the Closing Date, such amount determined in the manner described in Section 5.08(b)(ii); (vi) all liability for Taxes of the Company and/or any of its Subsidiaries for Post-Closing Tax Periods attributable to a Seller Tax Act or all liability for Taxes of the Company and/or any of its Subsidiaries for any taxable period attributable to a failure to comply by Parent or Seller with its obligations under this Agreement; and (evii) any all liability for reasonable legal fees 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees expenses attributable to any item in clauses (i) through (vi) above (collectively, “Indemnified Tax Liabilities”). Notwithstanding the foregoing, (i) there shall be no indemnification obligation under this Section 9.01(a) to the extent that it would duplicate recovery pursuant to any other indemnification provision of this Agreement, including this Section 9.01(a), and expenses (ii) neither Seller nor Parent shall indemnify and hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to any action increasing the amount indemnified against by Seller and Parent hereunder (including reasonable third-party attorneys’ any election by Purchaser or its affiliates (including the Company or any Subsidiary) made or deemed made under Section 338 of the Code with respect to the Company or any Subsidiary) taken after the Closing by Purchaser, any of its affiliates (including the Company or any Subsidiary), or any transferee of Purchaser or any of its affiliates (other than any such action required by Applicable Law or required or contemplated by this Agreement) (a “Purchaser Tax Act”) or attributable to a breach by Purchaser of its obligations under this Agreement, but in each case, only to the extent the amount indemnified against by Seller and accountants’ feesParent increases as a result of such Purchaser Tax Act or such breach. (b) incurred Except as otherwise provided in connection therewith. Investor this Agreement, from and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify Company Parent, Seller and its affiliates and each Company Parent Indemnitee of their respective officers, directors, employees, stockholders, agents and representatives (the “Seller Indemnitees”) and hold them harmless from and against (i) all liability for Taxes of the Company and/or any Loss attributable to of its Subsidiaries for any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIPost-Closing Tax Period; (ii) all liability for Taxes of the Company and/or any of its Subsidiaries for Pre-Closing Tax Periods attributable to a Purchaser Tax Act or relating to the Business all liability for Taxes of the Company and/or any of its Subsidiaries for all Post-Agreement Tax Periodsany taxable period attributable to a failure to comply by Purchaser with its obligations under this Agreement; (iii) all liability for Taxes of the Company and/or any member of an affiliated, consolidated, combined or unitary group its Subsidiaries for any taxable period as a result of which the Investor any breach by Purchaser of any covenant relating to Taxes; (or any predecessor of the Investoriv) is or was a member on or prior all liability for Taxes allocated to the Initial Closing Date by reason of a liability under Treasury Regulation Purchaser as provided in Section 1.1502-6 or any comparable provisions of foreign, state or local Law5.06(b); and (ivv) any all liability for reasonable legal fees 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses attributable to any item in clause (including reasonable third-party attorneys’ and accountants’ feesi) incurred in connection therewith.or (iv) above. Notwithstanding the foregoing,

Tax Indemnification. Company Parent (i) The Stockholder Representatives shall be responsible for, and shall indemnify InvestorParent, the Company, and each Investor Indemnitee Affiliates thereof for, severally and hold them harmless from and against not jointly, any Damages attributable to (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; Pre-Closing Taxes, (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the any Acquired Company (or any predecessor of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local, or local Law; and foreign law or regulation, (ec) any and all Taxes of any person imposed on the any Acquired Company arising or any other liability imposed under the principles of transferee any Tax sharing, Tax indemnity, Tax allocation or successor liability similar contracts (whether or by contract, relating not written) to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of which the Company or relating to the Business any of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliatedits Subsidiaries was obligated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member party, on or prior to the Initial Closing Date Date, (d) notwithstanding Section 8.4, any loss, liability, claim, damage or expense attributable to any breach of any representation or warranty contained in Section 4.1(l)(v), Section 4.1(l)(vii) or Section 4.1(l)(viii) to the extent in any case, the amount of such Taxes exceeds the accrual for such Taxes in the determination of Final Net Working Capital, (e) the actual cost (net of any net operating loss carryforward available from a Pre-Closing Tax Period available to reduce such cost) to the Company of not being able to deduct any payment, benefit or compensation in accordance with any Applicable Employee Plan required to be provided after the Closing to current or former employees of any of the Acquired Companies as a result of the application of Section 280G thereto (except as such lack of deductibility is caused or triggered by reason any Parent Controlled Employee Payment) and (f) the value and cost to the Company of any gross-up payable to any person who owes an excise tax under Section 4999 of the Code if the liability for such excise tax arises out of or is triggered by a payment, benefit or compensation in accordance with an Applicable Employee Plan (except as such excise tax is caused or triggered by any Parent Controlled Employee Payment). (ii) In calculating amounts payable pursuant to this Section 5.11(e), with respect to liabilities or indemnified amounts for any Acquired Company such amounts shall be determined without duplication and computed net of any Tax Benefit Actually Realized by any payee or its Affiliate; provided, however, that if a Tax Benefit attributable to an amount paid pursuant to this Section 5.11(e) is Actually Realized after the payment date of such amount paid the party realizing such Tax Benefit shall promptly pay it to the other party; provided, further, that in the event a Tax Benefit is reduced as a result of a liability under Treasury Regulation Section 1.1502determination by any Governmental Entity in a later year, the indemnified party shall be reimbursed by the indemnifying party for such reduction. The determination of whether there has been a Tax Benefit shall be made solely at the indemnified party’s good faith discretion. In computing the amount of any such Tax Benefit, the indemnified party shall be deemed to recognize all other items of loss, deduction or credit before recognizing any item arising from the payment of any indemnified Tax. (iii) Notwithstanding any other provision of this Agreement, (A) neither the Stockholder Representatives nor any Stockholder shall have any responsibility for, or be required to provide indemnification hereunder for, any Damages attributable to any increase in Pre-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Closing Taxes of any person imposed on of the Acquired Companies due to the loss of any deduction for any compensation expense otherwise deductible in determining such Pre-Closing Taxes as a result of any Parent Controlled Employee Payment and (B) Parent and the Company arising under shall indemnify and hold the principles Stockholders harmless for the loss of transferee any Tax Benefit of any Acquired Company related to Pre-Closing Taxes (including a reduction in refund of such Pre-Closing Taxes otherwise available) as a result of any such Parent Controlled Employee Payment, it being understood that any payment to be made by Parent or successor liability or by contract, relating the Company pursuant to an event or transaction occurring after this clause (B) shall be made to the Agreement Date. In each Stockholder Representatives on behalf of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithStockholders.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) The Company hereby indemnifies the Buyer Indemnified Parties against, and agrees to hold each of them harmless from, any Loss and all (i) Income Taxes of, or with respect to, the Group Companies with respect to any Pre-Closing Tax Period, (ii) non-Income Taxes of, or with respect to, the Group Companies (other than such Taxes described in Section 6.05(a)(v), (vii), (ix) or (x) with respect to any Pre-Closing Tax Period, (iii) Taxes for which the Company or any of its Subsidiaries (other than the Group Companies) are primarily liable (including Taxes attributable to such companies but paid by another company under any GPA), (iv) without duplication, Taxes imposed on a Buyer Indemnified Party as a result of a breach of a (a). In the case of any Tax described in clauses (i) or inaccuracy in (ii) of this Section 6.05(a) imposed wholly on a Non-Wholly Owned Group Company (excluding for the avoidance of doubt, any representation or warranty made in Section 3.8; Tax that flows through to the relevant Buyer Indemnified Party and creates a liability for such Buyer Indemnified Party), the Company shall only indemnify the Buyer Indemnified Party for the amount of such Tax imposed directly on such Non-Wholly Owned Group Company attributable to a Pre-Closing Tax Period multiplied by the Percentage Ownership of such Non-Wholly-Owned Group Company (as such Percentage Ownership is set forth opposite the name of such Group Company on Schedule 1 attached hereto). (b) any Loss attributable Buyer hereby indemnifies the Company Indemnified Parties against, and agrees to any breach or violation of, or failure to fully performhold each of them harmless from, any covenant, agreement, undertaking or obligation in this Article VI; and all Buyer Taxes. (c) all For purposes of this Agreement, in the case of any Straddle Tax Period, the portion of such Taxes from any such Straddle Tax Period that are allocated to the Pre-Closing Tax Period will be determined as follows: (i) in the case of any real property, personal property, ad valorem and similar Taxes (collectively, “Property Taxes”), the amount of such Property Taxes attributable to the Pre-Closing Tax Period of such Straddle Tax Period will be deemed to be the amount of such Property Taxes for the entire Straddle Tax Period, multiplied by a fraction, the numerator of which is the number of days in such Straddle Tax Period ending on and including the Closing Date, and the denominator of which is the number of total days in the entire Straddle Tax Period; and (ii) in the case of any Income Taxes or any other Taxes that are not Property Taxes (including any Taxes imposed on income includible pursuant to Section 951 or 951A of the Company or relating Code), the amount of any such Taxes attributable to the Business Pre-Closing Tax Period of such Straddle Tax Period will be computed based on the interim closing of the Company books as of and including the Closing Date (and for all such purpose, the Tax period of any applicable pass-through entity for applicable Tax purposes shall be deemed to close at such time) and the Company’s fees and expenses incurred in connection with the transactions contemplated by this Agreement and the Restructuring shall be attributable to the Pre-Agreement Closing Tax Periods; Period to the maximum extent as would be permitted by applicable Law if the Tax period had actually ended on the Closing Date. (d) all Subject to the terms and conditions of Section 6.07, the indemnification obligations set forth in Section 6.05(a) and Section 6.05(b) and the representations and warranties set forth in Section 3.11(k), Section 3.11(l), Section 3.11(r) and Section 3.11(x) shall survive the Closing until thirty (30) days after expiration of the applicable statute of limitations (including extensions). (i) The Buyer Indemnified Parties shall satisfy any claim under Section 6.05(a) first from any representations and warranty insurance policy issued to Buyer or its Subsidiaries in connection with the Transaction (to the extent such policy covers such claim) and then, subject to the limitations set forth in this Agreement, from the Company. (ii) The Company shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Taxes described in Section 6.05(a)(ii) or non-Income Taxes described in Section 6.05(a)(iv) (together, “Pre-Closing Non-Income Taxes”) until the aggregate amount of any member of an affiliatedthe Buyer Indemnified Parties’ Losses with respect to Pre-Closing Non-Income Taxes exceeds $500,000 (the “Tax Deductible”), consolidated, combined or unitary group of after which the Company (or any predecessor shall be obligated for all Buyer Indemnified Parties’ Losses with respect to Pre-Closing Non-Income Taxes in excess of the Company) is or was a member on or prior Tax Deductible, subject to the Initial other limitations contained herein; provided, however, to the extent any Tax Refunds of Pre-Closing Date by reason of a liability under Treasury Regulation Section 1.1502Non-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Income Taxes of any person imposed on are paid to the Company arising under Section 6.06, the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each remaining amount of the above cases, together Tax Deductible for which the Buyer Indemnified Parties have not incurred Losses with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor respect thereto at the time of such payment shall indemnify Company Parentbe reduced on a dollar for dollar basis, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of such reduced amount shall thereafter constitute the Company or relating to the Business of the Company “Tax Deductible” for all Post-Agreement Tax Periods; purposes of this Agreement. (iii) all The Company shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of extent such Taxes were included as a liability under Treasury Regulation Section 1.1502-6 in Final Net Working Capital or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithFinal Net Debt.

Tax Indemnification. Company (a) Following the Closing, Parent shall and Seller shall, jointly and severally, indemnify Investor, and each Investor Indemnitee the Purchaser Indemnified Parties (including the Companies) and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Liability for Taxes of the Company or relating Newco and AHCGC (including any obligation to contribute to the Business payment of the Company for all Pre-Agreement a Tax Periods; (d) all Taxes of any member of an affiliated, determined on a consolidated, combined or unitary basis with respect to a group of which corporations that includes or included Newco or AHCGC, and any Taxes resulting from the Company Elections except as provided in SECTION 6.7) for any Pre-Closing Tax Periods (or any predecessor determined in accordance with the methodology provided in SECTION 6.2(d)), (ii) all Liability (as a result of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 6(a) or otherwise) for Taxes of Parent, Seller, Canadian Seller (including all Liability for Property Taxes arising out of the ownership of the Canadian Assets for any Pre-Closing Tax Period (determined on a per diem basis consistent with the methodology of SECTION 8.4(c)(i)) or any comparable provisions other entity which is or has been an Affiliate of foreignNewco or AHCGC (other than Newco and AHCGC), state or local Law; and (eiii) any and all Taxes of any person imposed on the Company Damages arising under the principles of transferee out of, resulting from or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable incident to any breach or violation ofby Parent, Seller, or failure to fully performany of their Affiliates (other than, any covenantafter the Closing, agreement, undertaking or obligation in this Article VI; (iiNewco and AHCGC) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliatedcovenant contained in SECTION 4.1(xxiii) OR (xxiv) or ARTICLE VI, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Damages arising out of, resulting from or incident to the breach of any representation or warranty made by Parent or Seller in SECTION 2.19 without regard to any qualification contained therein as to materiality or a Material Adverse Effect, except to the extent that any such Damages are otherwise indemnified pursuant to the foregoing clauses (i) - (iii), (v) any and all Damages arising out of, resulting from or incident to the breach of any representation or warranty made by Parent or Seller in SECTION 2.19 without regard to any qualification contained therein as to materiality or Material Adverse Effect as if such representation or warranty were made on or as of the Closing Date (except in the case of any representation or warranty that by its terms is made as of a date specified therein), except to the extent that any such Damages are otherwise indemnified pursuant to the foregoing clauses (i) - (iv), and (vi) all Liabilities for Property Taxes arising out of the ownership of the Foodservice Assets. For purposes of this SECTION 8.4(a), Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating loss or capital loss deduction attributable to Post-Closing Tax Periods. (b) Following the Closing, Purchaser shall indemnify the Seller Indemnified Parties and hold them harmless from (i) all Liability for Taxes of Newco and AHCGC (including any person imposed obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included one or more of Newco or AHCGC) for any Post-Closing Tax Period (determined in accordance with the methodology provided in SECTION 6.2(d)), (ii) any and all Damages arising out of, resulting from or incident to the breach by Purchaser of any covenant contained in ARTICLE VI of this Agreement and (iii) all Liability for Property Taxes arising out of the ownership of the Canadian Assets for any Post-Closing Tax Period (determined on a per diem basis consistent with the methodology of SECTION 8.4(c)(i)). (c) In the case of any Straddle Period: (i) real, personal and intangible property Taxes ("PROPERTY TAXES") of Seller or its Affiliates for a 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 (including that portion of the Straddle Period in which any of the Assets were owned by Seller) and the denominator of which is the total number of days in the Straddle Period; and (ii) the Taxes of Newco or AHCGC (other than Property Taxes) for any Pre-Closing Tax Period shall be computed as if such Taxable Period ended as of the close of business on the Company arising under Closing Date (which shall be the principles deemed the time of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.Closing as provided in

Tax Indemnification. Company Parent (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify InvestorPurchaser and its Affiliates against, and each Investor Indemnitee and hold them harmless from and against from: (ai) any Loss attributable to any breach all Taxes arising out of or inaccuracy in any representation or warranty made relating to the transactions described in Section 3.8; 5.15(a), and all income Taxes of Seller and any of its Affiliates arising out of the sale of the Transferred Equity Interests to Purchaser pursuant to this Agreement; (bii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (cA) all Taxes of the Company or relating to the Seller and any of its Affiliates (other than a Group Company), except for Taxes that result in any Business of the Company for all Pre-Agreement Tax Periods; Audit Amount becoming positive, and (dB) all Taxes of any member Group Company to the extent arising or resulting from any liability arising out of an affiliatedor relating to the Seller Business (including the ownership or operation thereof), consolidatedwhether any such liability arises before or after Closing, combined is known or unitary group unknown or is contingent or accrued; (iii) all Taxes resulting from any breach of which the Company (any covenant or agreement relating to Taxes contained in Section 5.07 made or to be performed by Seller or any predecessor of its Affiliates (including the Company) is or was a member on or Group Companies solely with respect to periods prior to the Initial Closing Date by reason Closing); (iv) all Taxes (as a result of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions provision of foreignany applicable Tax Law) of (A) Seller or any of its Affiliates (other than any Group Company) or (B) Xxxxxx Biomet Holdings, state Inc. or local Lawany of its Affiliates, in each case, for which any Group Company becomes liable as a result of being or having been at any time before Closing, part of any consolidated, combined, affiliated, aggregated, unitary or similar group for Tax purposes; (v) all Transfer Taxes allocated to Seller pursuant to Section 5.07(h); and and (evi) 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket reasonable third party legal fees and expenses resulting from the items described in clauses (i) through (v) above; provided that, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable under this Section 8.03 for any such Taxes, fees, expenses or amounts to the extent such Taxes, fees or expenses or amounts (1) are described in Section 8.03(b) or (2) result from any Purchaser Tax Act. (b) Subject to the terms (including reasonable third-party attorneys’ the limitations) set forth in this Article VIII, from and accountants’ fees) incurred in connection therewith. Investor after the Closing, Purchaser shall indemnify Company ParentSeller and its Affiliates against, and each Company Parent Indemnitee and hold them harmless from and against from: (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes arising out of the Company or relating to the Business of (including the Company for all Post-Agreement ownership or operation thereof), whether any such liability arises before or after the Closing, is known or unknown or is contingent or accrued; (ii) any Business Tax Periods; Audit Amount that is positive; (iii) all Taxes resulting from any breach of any member covenant or agreement relating to Taxes contained in Section 5.07 made or to be performed by Purchaser or any of an its Affiliates (including the Group Companies but solely with respect to periods following the Closing); (iv) all Taxes resulting from any Purchaser Tax Act; (v) all Transfer Taxes allocated to Purchaser pursuant to Section 5.07(h); and (vi) any reasonable third party legal fees and expenses resulting from the items described in clauses (i) through (v) above; provided that, notwithstanding anything to the contrary in this Agreement, Purchaser shall not be liable under Sections 8.03(b)(i), 8.03(b)(ii) and 8.03(b)(vi) (in the case of Section 8.03(b)(vi), to the extent resulting from items described in Sections 8.03(b)(i) and 8.03(b)(ii)) for any such Taxes, fees, expenses or amounts (whether or not arising out of or relating to the Business) (1) to the extent Seller is entitled to be indemnified by Xxxxxx Biomet Holdings, Inc. for such Taxes, fees or expenses or amounts pursuant to the Distribution Agreements or (2) to the extent such Taxes are Taxes of Xxxxxx Biomet Holdings, Inc. or any of its Affiliates, for which Seller or any of its Affiliates become liable as a result of being or having been at any time before Closing, part of any consolidated, combined, affiliated, consolidatedaggregated, combined unitary or unitary similar group for Tax purposes of which the Investor (Xxxxxx Biomet Holdings, Inc. or any predecessor of its Affiliates. (c) Any indemnity obligation for Taxes pursuant to this Section 8.03 shall be paid within 30 Business Days after Purchaser or Seller, as applicable, makes written demand upon the Investor) other party claiming it is or was a member on or entitled to indemnification under this Section 8.03, but in no case earlier than five Business Days prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all date on which the relevant Taxes of any person imposed on are required to be paid to the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithrelevant Taxing Authority.

Tax Indemnification. Company Parent shall The Kali Shareholders hereby, jointly and severally, agree to defend, indemnify Investorand hold harmless Kali, PRI and their respective directors, officers, shareholders, xxxnts, Affiliates, successors and permitted assigns, from and against, and each Investor shall pay and reimburse the foregoing Persons for, any and all losses, liabilities, claims, obligations, penalties, damages, costs and expenses (including all attorneys' fees and disbursements and other costs reasonably incurred or sustained by an Indemnitee (as defined in Section 11.3 hereof) in connection with the investigation, defense or prosecution of any such claim or any action or proceeding between the Indemnitee and hold them harmless from and against the Indemnifying Party (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made as defined in Section 3.8; 11.3 hereof) or between the Indemnitee and any third party or otherwise), whether or not involving a third-party claim (b) any Loss attributable collectively, "Losses"), relating to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; arising out of (ci) all Taxes of the Company Kali due for all taxable periods ending on or relating prior to the Business Closing Date and the portion of the Company taxable period through the end of the Closing Date for all any taxable period that includes (but does not end on) the Closing Date (the "Pre-Agreement Closing Tax PeriodsPeriod"); (dii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Kali (or any predecessor of the Companypredecessor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state analogous or local similar 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member Person (other than Kali) imposed on Kali as a transferee or successor, by contract or xxxsuant to Law. Xxx Kali Shareholders shall, jointly and severally, reimburse PRI for any Taxes of an affiliated, consolidated, combined or unitary group of which Kali that are the Investor (or any predecessor responsibility of the InvestorKali Shareholders pursuant to this Section 7.1 within fifteen (15) is days after payment of such Taxes by PRI or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithKali.

Tax Indemnification. Company Parent (a) Seller shall indemnify Investor, Purchaser and its Affiliates (including the Company and the Subsidiaries) and each Investor Indemnitee of their respective officers, directors, employees, stockholders, agents and other representatives and hold them harmless from and against from: (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all liability for Taxes of the Company and the Subsidiaries for the Pre-Closing Tax Period, other than Taxes attributable to any transaction not in the ordinary course of business engaged in after the Closing by Purchaser or relating to the Business any of its Affiliates, including the Company for all Pre-Agreement Tax Periods; and the Subsidiaries; (dii) all Taxes Liability (as a result 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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or otherwise) for Taxes of Seller or any comparable provisions other Person (other than the Company or any of foreignthe Subsidiaries) with whom the Company or any of the Subsidiaries joins or has ever joined (or is or has ever been required to join) in filing any consolidated, state combined, unitary or local Law; and aggregate Tax Return prior to the Closing Date; (eiii) any and all Liability for Taxes of any person Person (other than the Company and its Subsidiaries) imposed on the Company arising under the principles or any of its Subsidiaries as a transferee or successor liability successor, by contract or pursuant to any law, rule or regulation for the Pre-Closing Tax Period; (iv) any Loss, Liability, claim, damage, or expense attributable to any breach of any warranty or representation contained in Section 3.8 (Tax Matters) or any breach by contractSeller, relating to an event or transaction occurring before any of its Affiliates (other than, after the Agreement Date. In each Closing, the Company and the Subsidiaries) of any covenant contained in this Article 11; (v) all Liability for Taxes arising as a result of the above casesrecognition by Seller, together with the Company, any documented out-of-pocket of the Subsidiaries or any other Affiliate of any “deferred intercompany gain” or “excess loss account”; and (vi) all Liability for reasonable legal, accounting, appraisal, consulting or similar fees and expenses for any item attributable to any item in clause (including reasonable third-party attorneys’ and accountants’ feesi), (ii), (iii), (iv), (v) incurred in connection therewith. Investor shall indemnify Company Parentor (vi) above. (b) Purchaser shall, and after the Closing shall cause the Company and the Subsidiaries to, indemnify Seller and its Affiliates and each Company Parent Indemnitee of their respective officers, directors, employees, stockholders, agents and representatives and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Liability for Taxes of the Company or relating and the Subsidiaries for any taxable period ending after the Closing Date (except to the Business extent such taxable period began before the Closing Date, in which case Purchaser’s indemnity will cover only that portion of any such Taxes that are not for the Pre-Closing Tax Period). (c) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”): (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company and the Subsidiaries for all Postthe Pre-Closing Tax Period (other than Taxes imposed in connection with the sale of the LLC Interests 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 PeriodsPeriod and the denominator of which is the number of days in the Straddle Period; and (iiiii) all the Taxes of the Company and the Subsidiaries (other than Property Taxes) for the Pre-Closing Tax Period (other than Taxes imposed in connection with the sale of the LLC Interests 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 and, in the case of any member of an affiliated, consolidated, combined or unitary group of which Taxes attributable to the Investor (ownership by the Company or any predecessor of the InvestorSubsidiaries of any equity interest in any partnership or other “flow through” entity (other than the Subsidiaries), as if a taxable period of such corporation, partnership or other “flow through” entity ended as of the close of business on the Closing Date. (d) is or was a member on or prior Notwithstanding any provision in this Agreement to the Initial Closing Date by reason contrary, the obligations of a liability under Treasury Regulation party to indemnify and hold harmless another party pursuant to this Section 1.1502-6 or any comparable provisions 11.1 shall terminate at the close of foreign, state or local Law; and (iv) any and all Taxes of any person imposed business on the Company arising under thirtieth day following the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each expiration of the above casesapplicable statute of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, together with mitigation or extension thereof), and in no event shall the Seller be liable under this Section 11.1 for any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred amounts to the extent that, in connection therewiththe aggregate, such amounts exceed the Purchase Price.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against Notwithstanding any other provision of ------------------- this Agreement to the contrary: (a) If any Loss attributable to Party or any breach of its Affiliates (collectively, jointly and severally, the "Indemnifying Parties") takes any action prohibited by Article IV, above, or inaccuracy in any violates a representation or warranty made covenant contained in Section 3.8; (b) any Loss attributable to any breach or violation ofArticle IV, above, or takes or fails to take any other action (any such action, failure to fully performact or violation, a "Tainting Act") and the Reorganization or any covenantportion thereof fails to qualify for the Tax treatment stated in the Letter Ruling in whole or in part as a result of such Tainting Act, agreement, undertaking or obligation in this Article VI; then the Indemnifying Parties shall (cjointly and severally) all Taxes indemnify and hold harmless each of the Company or relating to other Parties and their Affiliates (collectively, the Business of the Company for all Pre-Agreement Tax Periods; (d"Indemnified Parties") 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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) against any and all Taxes and any other costs and liabilities imposed upon or incurred by the Indemnified Parties as a result of the Tainting Act, including any liability of the Indemnified Parties arising from Taxes imposed on shareholders of a Party to the extent any shareholder or the IRS or other Taxing Authority successfully seeks recourse against the Indemnified Parties on account of any person imposed on such Tainting Act, or any liability for such Taxes or other costs or liabilities that the Company arising under the principles of transferee Indemnified Parties may assume or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees otherwise incur; (b) Each Spinco and expenses its Affiliates shall (including reasonable third-party attorneys’ jointly and accountants’ feesseverally) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from Columbia/HCA and against (i) its Affiliates for any Loss attributable to any breach Tax imposed upon or violation of, incurred by Columbia/HCA and its Affiliates as a direct or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes indirect result of any member of an affiliated, consolidated, combined or unitary group of which action taken after the Investor (Distributions by such Spinco or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithits Affiliates.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) From and after the Closing, Seller shall (without duplication with any Loss attributable other payment made pursuant to this Agreement) be liable for, and shall indemnify each Purchaser Indemnitee (without duplication) against and hold it harmless from any breach of Losses to the extent arising or inaccuracy in resulting from any representation or warranty made in Section 3.8; Taxes (bi) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business of the Company for all Subsidiary attributable to any Pre-Agreement Closing Tax Periods; Period and (dii) all Taxes for which the Company and/or the Company Subsidiary are secondarily liable as a result of any having been a member of an affiliated, consolidated, combined combined, unitary or unitary aggregate group of which Seller or any affiliate of Seller; provided that any such Taxes have not been treated as a liability in the calculation of the Closing Working Capital; provided, further, that notwithstanding anything to the contrary in this Agreement, Seller shall not be liable under this Section 6.03 to the extent any such Taxes are attributable to a change in applicable Law or a change in any published practice of any Taxing Authority that becomes effective after the Closing Date. For the avoidance of doubt, any Taxes arising to the Company or the Company Subsidiary under section 179 TCGA 1992 (or any predecessor company ceasing to be member of group), sections 344 and 345 of the CompanyCorporation Tax Act 2009 ("CTA 2009") is or was (transferee leaving the group after replacing transferor as party to loan relationship), section 631 CTA 2009 (transferee leaving the group after replacing transferor as party to derivative contract), section 780 CTA 2009 (company ceasing to be a member on of group), paragraph 3 of Schedule 10 of the Finance Act 2003 ("FA 2003") (withdrawal of group relief) and paragraph 9 of Schedule 10 FA 2003 (withdrawal of reconstruction or prior acquisition relief) as a result of the transfer of the Shares by the Seller shall be treated as being attributable to a Pre-Closing Tax Period. (b) From and after the Closing, Purchaser shall be liable for, and shall indemnify each Seller Indemnitee (without duplication) against and hold it harmless from any Losses to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 extent arising or any 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless resulting from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business Company Subsidiary attributable to: (i) any Post-Closing Tax Period; (ii) any transactions occurring on or after the Closing outside the ordinary course of business on the Closing Date; and (iii) any breach by Purchaser of its obligations under this Agreement. (c) In the case of any Straddle Period: (i) real, personal and intangible property Taxes ("Property Taxes") of the Company or the Company Subsidiary for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of all Post-Agreement Tax Periodscalendar days in the Straddle Period; and (iiiii) all Taxes of any member of an affiliated, consolidated, combined the Company or unitary group of which the Investor Company Subsidiary (or any predecessor other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Investorclose of business on the day preceding the Closing Date. (d) Any indemnity obligation for Taxes to be made pursuant to this Section 6.03 shall be paid within 30 business days after any Purchaser Indemnitee or Seller Indemnitee claiming it is or was a member on or entitled to indemnification under this Section 6.03 makes written demand upon the other party, but in no case earlier than five business days prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all date on which the relevant Taxes of any person imposed on are required to be paid to the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithrelevant Taxing Authority.

Tax Indemnification. Company Parent shall indemnify InvestorIn addition to the indemnification obligations in ARTICLE 9 (but without duplication), and each Investor Indemnitee Member will, on a pro- rata basis according to the aggregate consideration received by such Member, indemnify, exonerate and hold free and harmless each Buyer Indemnified Person from, against and in respect of any and all Losses, whether or not involving a Third Party Claim incurred or suffered by the Buyer Indemnified Persons or any of them harmless from and against as a result of, arising out of or directly or indirectly relating to: (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of (or the Company or relating to the Business non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Tax period that includes (but does not end on) the Closing Date (“Pre-Agreement Closing Tax Periods; Period”), (db) 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 on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignanalogous or similar Legal Requirement, state or local Law; and (ec) any and all Taxes of any person Person imposed on the Company arising under the principles as a result of any tax sharing agreement, arrangement, or understanding or as a transferee or successor liability or successor, by contract, or otherwise (with respect to transactions, actions or events occurring on or before the Closing), (d) any breach of, or inaccuracy in, any representation or warranty made by the Company or a Member in this Agreement relating to an event Taxes, or transaction occurring before (e) any breach or violation of any covenant or agreement by the Company or a Member in or pursuant to this Agreement Dateor any Ancillary Agreement relating to Taxes; provided, however, that (A) the Members will be liable for Taxes pursuant to this Section 10.1 above only to the extent such Taxes exceed the amount, if any, reserved for such Taxes on the final Working Capital statement and reflected in the final purchase price as determined for tax purposes and (B) no Member will be liable for any Taxes attributable for actions taken by the Buyer or the Company after the Effective Time, provided such actions are not in the Ordinary Course of Business and not otherwise contemplated by this Agreement . For the avoidance of doubt, no provision under ARTICLE 9 will limit the obligations of the Members with respect to any Tax Indemnity Claims brought pursuant to this ARTICLE 10. In each of addition to the above casesindemnification obligations in ARTICLE 9 (but without duplication), together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parentthe Buyer will indemnify, and each Company Parent Indemnitee exonerate and hold free and harmless each Member from, against and in respect of any and all Losses, whether or not involving a Third Party Claim incurred or suffered by such Member or any of them harmless from and against (i) any Loss attributable as a result of, arising out of or directly or indirectly relating to any breach or violation of, of any covenant or failure agreement by the Buyer in or pursuant to fully perform, this Agreement or any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or Ancillary Agreement relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithTaxes.

Tax Indemnification. Company Parent Subject to Section 10.4 and Section 10.6, the Members shall (without duplication) indemnify Investor, and each Investor Indemnitee and hold them the Company harmless from and against any and all Losses based upon and resulting from (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all income Taxes of the Company Group (A) for any taxable period ending on or relating before the Closing Date, and (B) for the portion of any taxable period beginning before the Closing Date but ending on the Closing Date (a “Straddle Period”) (to the Business of the Company for all extent allocated to such period under Section 10.9(b)) (a “Pre-Agreement Closing Tax PeriodsPeriod”); (dii) all Taxes liability as a result 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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 (or any comparable provisions similar provision of foreignstate, state local or local foreign Tax Law; and (e) any and all for Taxes of any person imposed on Person (other than the Company arising under the principles or its Subsidiaries) which is or has ever been a member of transferee an affiliated, combined, unitary or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each similar tax group for Tax purposes with any of the above casesCompany or its Subsidiaries or with which any of the Company or its Subsidiaries otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, together combined, unitary or aggregate Tax Return, in each case, prior to the Closing Date; (iii) the breach or inaccuracy of any Tax representation in Section 4.18, but only with respect to Taxes of a Pre-Closing Tax Period (other than any documented outLosses in a post-of-pocket fees Closing tax period resulting from a breach or inaccuracy of any Tax representation in Section 4.18(c), Section 4.18(d) and expenses Section 4.18(e)); (including reasonable third-party attorneys’ and accountants’ feesiv) incurred the failure to perform any covenant contained in connection therewith. Investor shall indemnify Company Parentthis Agreement with respect to Taxes, and each Company Parent Indemnitee and hold them harmless from and against (iv) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to any Member from the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithRestructuring.

Tax Indemnification. Company Parent Notwithstanding anything in this Agreement to the contrary: (a) To the extent of aggregate value of the IWEST Shares issued in connection with this Agreement, from and after the Closing, IREIC and the Agent shall indemnify Investorjointly and severally indemnify, and each Investor Indemnitee save and hold them harmless the IWEST Indemnified Parties from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation and all Damages that arise out of, result from, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; are incident to: (ci) all Taxes of the Company or relating Service Providers with respect to the Business of the Company for all Pre-Agreement Closing Tax Periods; , (dii) all Taxes of any member person with whom any of an the Service Providers, or their Affiliates or any predecessor or affiliate thereof joins or has ever joined in filing any affiliated, consolidated, combined or unitary group of which the Company Tax Return (or any predecessor TIGI Combined Return) for any Pre-Closing Tax Period, (iii) any real property transfer or gains Tax, use Tax, stamp Tax, stock transfer Tax or other similar Tax imposed on the transactions contemplated by this Agreement and (iv) the breaches of representations and warranties set forth in Section 4.6 and the Companycovenants set forth in Sections 5.1(c)(ii), 5.1(m), and 6.9, in each case without regard to any materiality qualifications. (b) is or was a member on or prior to After the Initial Closing Date by reason Date, IWEST shall indemnify, save and hold harmless the Stockholder Indemnified Parties from and against: (i) all liability for Taxes of a liability under Treasury Regulation Section 1.1502any Surviving Corporation for any Post-6 or any comparable provisions of foreign, state or local LawClosing Tax Period; and (eii) any and all Taxes Damages arising out of, resulting from or incident to the breach by IWEST of any person imposed on the Company arising under the principles of transferee or successor liability or by contractcovenant contained in Section 6.9, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable without regard to any breach or violation of, or failure materiality qualifications. (c) The Indemnified Parties shall not have any right to fully perform, any covenant, agreement, undertaking or obligation in indemnification pursuant to this Article VI; (ii) all Taxes of the Company or relating Section 9.5 to the Business extent that the Indemnifying Parties’ liability for Taxes or Damages is less than $100,000 in the aggregate. For avoidance of doubt, the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior limitations set forth in Section 9.3 shall not apply to the Initial Closing Date by reason of a liability indemnification under Treasury Regulation this Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith9.5.

Tax Indemnification. Company (i) Subject to Section 7.2(a)(ii), Parent shall agrees to indemnify Investor, and each Investor Indemnitee and hold them the Company Stockholder harmless from and against against, and pay to the Company Stockholder, the amount of any and all Losses (awithout duplication) any Loss attributable to any breach in respect of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (cA) all Taxes of Parent and its Subsidiaries (or any predecessor thereof) for (1) any taxable period ending on or before the Company or relating to Closing Date and (2) the Business portion of any Straddle Period ending on the Company for all Pre-Agreement Tax PeriodsClosing Date (determined as provided in Section 7.1(c)); (dB) all Taxes of imposed on any member of an affiliated, a consolidated, combined or unitary group of which the Company Parent or any Subsidiary (or any predecessor thereof) (but excluding the Company and any of the Companyits Subsidiaries) is or was a member on or prior to the Initial Closing Date for any taxable period or portion thereof described in clause (A) above, by reason of a the liability under of Parent or any Subsidiary (or any predecessor thereof), pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (C) the failure of any of the Investorrepresentations and warranties contained in Section 4.15 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein); (D) is the failure to perform any covenant on the part of Parent or was a member on or prior to (following the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 Closing) the Company or any comparable provisions of foreign, state or local Lawits Subsidiaries contained in this Agreement with respect to Taxes (determined without regard to any qualification related to materiality contained therein); and (ivE) any failure by Parent to timely and fully pay all Taxes of any person imposed on required to be borne by Parent pursuant to Section 7.3. (ii) Except as set forth in Section 7.3, the Company arising under Stockholder shall not be entitled to any indemnification pursuant to Section 7.2(a)(i) for any income Taxes that are triggered by the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithIntegrated Merger.

Tax Indemnification. Company Parent shall indemnify InvestorThe Sellers shall, jointly and severally, indemnify, defend and hold harmless Reuters and their Subsidiaries (including the Purchased Subsidiaries), and each Investor Indemnitee their respective Affiliates and hold them harmless Representatives from and against any and all Damages in respect of (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Taxes of the Company Business Entities (A) for any taxable period ending on or relating to before the Business Closing Date, and (B) for the portion of any Straddle Period ending at the Company for all Pre-Agreement Tax Periods; close of business on the Closing Date (ddetermined as provided in Section 6.9.4 hereof), (ii) all Taxes of imposed on any member of an affiliated, consolidated, combined or unitary group a Consolidated Group of which the Company (or any predecessor of the Company) Business Entity is or was a member on or prior to the Initial Closing Date by reason of a the liability under of such Business Entity pursuant to Treasury Regulation Section 1.1502-6 6(a) (or any comparable provisions predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law), (iii) the failure of foreignany of the representations and warranties contained in Section 3.8 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein) or the failure to perform any covenant contained in this Agreement or Ancillary Agreement with respect to Taxes, state or local Law; (iv) any failure by the Sellers to timely pay any Taxes required to be borne by the Sellers pursuant to Section 6.9.6, and (ev) any Taxes resulting from, arising out of or based on the Section 338(h)(10) Elections (as defined below), in each case, in excess of the amount of such Taxes taken into account as a current Back to Contents liability in computing the Final Working Capital. Reuters shall indemnify, defend and hold harmless Sellers and their Affiliates from and against any and all Taxes Damages in respect 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) all Taxes of the Purchased Subsidiaries (A) for any Loss attributable to taxable period beginning after the Closing Date and (B) for the portion of any breach or violation ofStraddle Period following the Closing Date (determined as provided in Section 6.9.4 hereof), or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business Transferred Assets for any periods of time following the Company for all Post-Agreement Tax Periods; Closing Date, (iii) all Taxes of the failure to perform any member of covenant contained in this Agreement or an affiliatedAncillary Agreement with respect to Taxes, consolidatedincluding the covenant set forth in Section 6.9.14 hereof, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any failure by the Purchasers to timely pay any Taxes required to be borne by the Purchasers pursuant to Section 6.9.6, and all (v) any Taxes of any person imposed with respect to the Purchased Subsidiaries or the Transferred Assets arising on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring Closing Date but after the Agreement Date. In each Closing for transactions or actions taken by the Purchasers after the Closing but on the Closing Date that are outside the Ordinary Course of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithBusiness.

Tax Indemnification. Company Parent shall Except to the extent treated as a liability in the calculation of Closing Working Capital, the Indemnifying Holders shall, severally (in accordance with their Pro Rata Shares and not jointly), indemnify Investorand defend the Company, Parent, and each Investor Parent Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.83.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Target Company or relating to the Business of the Company Group for all Pre-Agreement Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any member of the Target Company Group (or any predecessor of the Companythereof) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed by any Governmental Authority on the Target Company Group arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Closing Date. In , in each of the above casescase, without duplication, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor Notwithstanding anything in this Agreement to the contrary, the Indemnifying Holders shall indemnify Company not be liable for Taxes of Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) the Surviving Corporation or any Loss of their Subsidiaries or Affiliates for or attributable to any taxable periods (or portions thereof) beginning after the Closing Date (other than pursuant to a breach of Section 3.08(y), 3.22(g), 3.22(h), 3.22(i), 3.22(k), 3.22(l), 3.22(m), 3.22(n), 3.22(n), 3.22(o), 3.22(p), or violation 3.22(q)), including as a result of actions taken on the Closing Date and after the Closing that are outside of the ordinary course of business, or the continuation of conduct with respect to Taxes after the Closing Date or regarding the amount, value or condition of, or failure to fully performany limitations on the use of, any covenantnet operating loss, agreementcarryforward, undertaking basis in assets, or obligation other Tax attributes after the Closing Date. Further, the Indemnifying Holders shall have no liability to indemnify any Parent Indemnitee, pursuant to this Section 6.03 or Article VIII, for any liability related to Unclaimed Property Laws or Unfiled State Tax Returns. Notwithstanding anything to the contrary herein, no indemnification shall be payable pursuant to this Section 6.03 in this Article VI; (ii) all Taxes respect of any Losses to the extent any liability in respect of such Losses has been reflected as a Current Liability in the computation of the Company Closing Working Capital or relating the calculation of Closing Indebtedness, including with respect to the Business of the Company for all Post-Agreement Unclaimed Property Laws and Unfiled State Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithReturns.

Tax Indemnification. Company Parent The Sellers shall indemnify Investorseverally (based on each Seller's Indemnification Share), and each Investor Indemnitee not jointly, indemnify the Buyer Indemnitees and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Income Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all Taxable periods ending on or relating to before the Business Closing Date and the portion through the end of the Company Closing Date for all any Taxable period that includes (but does not end on) the Closing Date ("Pre-Agreement Closing Tax Periods; Period"), (dii) all Income Taxes of any member of an affiliated, consolidated, combined or unitary group Affiliated Group of which the Company or any Subsidiary (or any predecessor of the Companyforegoing) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502SS.1.1502-6 (or any comparable provisions of foreignanalogous or similar state, state local, or local Law; foreign law or regulation), and (eiii) any and all Income Taxes of any person Person imposed on the Company arising under the principles of or any Subsidiary as a transferee or successor liability successor, by contract or by contractpursuant to any law, relating rule, or regulation, which Taxes relate to an event or transaction occurring before the Agreement Date. In each of Closing; provided that any such claims for indemnity pursuant to this Section 10.06(d) shall not be subject to the above cases, DeMinimis Amount or the Deductible Basket; and provided further that no Seller shall be liable under this Section 10.06(d) (together with any documented out-of-pocket fees indemnification claim amounts owing by such Seller under Section 10.02(a) and expenses (including reasonable third-party attorneys’ and accountants’ feesSection 10.02(b)) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes for more than the portion of the Company or relating to Actual Purchase Price and the Business portion of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliatedContingent Payment and Second Contingent Payment, consolidatedif any, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date received by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithsuch Seller.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes Regardless of any member disclosure of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member kind made on or prior to the Initial date hereof, in the future or contained in this Agreement, any Ancillary Agreement or any Schedule or Exhibit hereto or thereto, the Company and the Company Stockholders shall, jointly and severally, indemnify and hold Buyer and its Affiliates (each, a "Tax Indemnitee") harmless from and against: (i) any Tax imposed upon or relating to (A) the Assets for the Pre-Closing Date by reason of Period; (B) the Company Stockholders, Epoch or any Affiliate thereof for any period and (C) any party other than the Company Stockholders, Epoch, Buyer or their respective Affiliates for a liability Pre-Closing Period, including, in each case, any such Tax for which the Company may be liable, (W) under Treasury Regulation Section 1.1502-6 of the Treasury regulations (or any comparable provisions similar provision of foreignstate, state local or local Law; and foreign law), (eX) any and all Taxes of any person imposed on the Company arising under the principles of as a transferee or successor liability by operation of law, (Y) by Contract or by contract, (Z) otherwise; (ii) any Tax imposed upon or relating to the Company for any Pre-Closing Period (excluding any Tax reflected in the calculation of Book Value); (iii) any Tax arising directly or indirectly from a breach of a representation or warranty set out in Section 4.12; (iv) any incremental Liability for Tax in a Post-Closing Period arising from an event action taken by the Company, the Company Stockholders, Epoch or transaction occurring before the Agreement Date. In each of the above casesan Affiliate thereof with respect to a Tax Return for a Pre-Closing Period; (v) any Liabilities, together with any documented out-of-pocket fees and costs, expenses (including reasonable third-party expenses of investigation and attorneys’ ' fees and accountants’ fees) expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax, including those incurred in connection therewith. Investor shall indemnify Company Parentthe good faith contest of the imposition, and each Company Parent Indemnitee and hold them harmless from and against assessment or assertion of any Tax; (ivi) any Loss attributable to Liability as transferee; and (vii) any breach or violation ofLiability in any way related to, or failure to fully performarising out of or in connection with, the Company's 1099-S filings for the years 2000 and 2001. (b) Except as otherwise provided in Section 9.04, payment in full of any covenant, agreement, undertaking or amount due from the Company and/or the Company Stockholders under this Section 9.01 shall be a joint and several obligation in this Article VI; (ii) all Taxes of the Company or relating and the Company Stockholders and shall made by the Company and/or the Company Stockholders to Buyer in immediately available funds at least five (5) Business Days before the Business date payment of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of to which the Investor (or any predecessor of the Investor) such payment relates is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithdue.

Tax Indemnification. Company Parent Each Seller shall jointly and severally indemnify Investoreach of the Group Companies and their Subsidiaries, Buyer, and each Investor Indemnitee Buyer Affiliate and hold them harmless from and against (a) any Loss loss, claim, liability, expense, or other damage attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Taxes (or the non-payment thereof) of each of the Company Group Companies and their Subsidiaries for all taxable periods ending on or relating to before the Business Closing Date and the portion through the end of the Company Closing Date for all any taxable period that includes (but does not end on) the Closing Date (“Pre-Agreement Closing Tax PeriodsPeriod”); provided, however, Sellers shall have no liability for any Taxes of CCHCI and its Subsidiaries for the taxable period beginning on January 1, 2007 and ending on the Closing Date, and any subsequent taxable periods, (dii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Group Companies or any of their Subsidiaries (or any predecessor of any of the Companyforegoing) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section §1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local, or local Law; foreign law or regulation, and (eiii) any and all Taxes of any person (other than any of the Group Companies and their Subsidiaries) imposed on any of the Company arising under the principles Group Companies or any of their Subsidiaries as a transferee or successor liability successor, by contract or by contractpursuant to any law, relating rule, or regulation, which Taxes relate to an event or transaction occurring before the Agreement DateClosing. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor This Section 9.4 shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating be subject to the Business provisions of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior Sections 8.4 through 8.9 and shall be subject to the Initial Closing Date by reason of a liability under Treasury Regulation limitations in Section 1.1502-6 or any comparable 8.3(a) but shall not be subject to the basket provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithSection 8.3(f).

Tax Indemnification. Company Parent (a) Seller shall indemnify Investorindemnify, and each Investor Indemnitee defend and hold them harmless the Buyer Group from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company Group (or any predecessor of the Companynon-payment thereof) is or was a member with respect to all periods ending on or prior to the Initial Closing Date by reason of January 31, 2008 (a liability under Treasury Regulation Section 1.1502“Pre-6 or any comparable provisions of foreignLock-Box Period”), 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company Group (or relating the non-payment thereof) with respect to any period beginning before January 31, 2008 and ending after January 31, 2008 (a “Straddle Period”), but only with respect to the Business portion of such period up to and including January 31, 2008 (such portion, a “Lock-Box Partial Period”), and (iii) without duplication of any amounts payable under Section 9.1(c), all Taxes of the Company Group (or the non-payment thereof) or of the Buyer Group payable as a result of a breach of any representation or warranty set forth in Section 3.11 (Tax Matters), except to the extent such Taxes have been taken into account in the Parties’ mutual determination and calculation of the Purchase Price as set forth in Schedule A4; provided, that Seller shall have no liability to the Buyer Group under this Section 9.7(a) or any other provision of this Agreement for any Taxes attributable to any actions outside of the ordinary course of business taken by or with respect to any member of the Company Group after the Closing (including the making of any election under Section 338 of the Code). For the avoidance of doubt, Section 9.3(a) and Section 9.3(b) shall not apply to indemnification for Taxes or for breaches of the representations and warranties set forth in Section 3.11 (Tax Matters). (b) In the case of Taxes (other than Transfer Taxes) that are payable with respect to any Straddle Period, the portion of any such Tax that is attributable to a Lock-Box Partial Period shall be: (i) in the case of income Taxes or any other Taxes resulting from, or imposed on, sales, receipts, uses, transfers or assignments of property or other assets, payments or accruals to other Persons (including, without limitation, wages), or any other similar transaction or transactions, the amount that would be payable for the Lock-Box Partial Period if the Company Group filed a separate Tax Return with respect to such Taxes solely for the Lock-Box Partial Period; and (ii) in the case of all Postother Taxes, an amount equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the Lock-Box Partial Period and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the Lock-Box Partial Period based on the relative number of calendar days in such period as compared to the number of calendar days in the entire Straddle Period. (c) Any Tax refunds, amounts credited against Taxes in lieu of such Tax refunds, or indemnity payments pursuant to Article 9 of the Contribution Agreement Tax Periods; (iii) all that are received by any member of the Buyer Group relating to Taxes of any member of an affiliated, consolidated, combined the Company Group (i) for a Pre-Lock-Box Period or unitary group Lock-Box Partial Period or (ii) for which Seller is liable pursuant to this Agreement (other than to the extent any such refund or credit arises from the carryback of which a net operating loss) shall be for the Investor account of Seller (without offset or any predecessor reduction) except to the extent such refund or credit was taken into account in the Parties’ mutual determination and calculation of the InvestorPurchase Price, and Buyer shall pay over to Seller (without offset or reduction) is any such Tax refund or was a member indemnity payment or the amount of any such credit within two (2) Business Days after receipt thereof or entitlement thereto. For the avoidance of doubt, the procedures set forth in Section 9.4 shall not apply to this Section 9.7(c). (d) Buyer shall file or cause to be filed all Tax Returns of all members of the Company Group required to be filed after the Closing Date, which Tax Returns, to the extent they relate to periods or portions thereof ending on or prior to the Initial Closing Date by reason of (each, a liability under Treasury Regulation Section 1.1502“Pre-6 Closing Period”), shall be timely filed, and shall timely pay or any comparable provisions of foreign, state or local Law; and (iv) any and cause to be timely paid all Taxes shown to be due on such Tax Returns. Buyer shall also timely pay or cause to be timely paid all Taxes due with respect to periods or portions thereof beginning after the Closing Date to any Canadian taxing authority with respect to any member of the Company Group. In the event Seller is liable under this Agreement for Taxes due at the time of filing any person imposed Tax Return described in this Section 9.7(d), Seller shall pay the amount of such liability to Buyer two (2) Business Days after Seller’s receipt of written request therefor by Buyer or at least three (3) Business Days prior to the filing of the Tax Return, whichever is later. With respect to any Tax Return required to be filed by Buyer pursuant to this Section 9.7(d) for which Seller has any liability for Taxes due (including pursuant to its indemnity obligations under Section 9.7(a)), a copy of such Tax Return shall be submitted by Buyer to Seller for review at least thirty (30) days prior to the due date (including extensions) for filing such Tax Return, and Buyer shall make such necessary or advisable revisions to such Tax Return as are reasonably requested by Seller. Seller’s consent to the filing of such Tax Return shall be presumed if Seller fails to respond to Buyer within fifteen (15) days following Buyer’s submission of such Tax Return to Seller for review. Buyer and Seller shall use their respective best efforts to resolve any disagreement regarding such Tax Return prior to the due date for filing thereof. Any disagreement regarding such Tax Return which is not resolved prior to the due date for the filing thereof shall be promptly resolved by a nationally recognized independent accounting firm mutually acceptable to Buyer and Seller, whose determination of the issue on which there is disagreement shall be final and binding on Buyer and Seller. If the independent accounting firm is unable to make a determination with respect to the issue on which there is disagreement by the due date for the filing of the Tax Return in question, then such Tax Return shall be filed on the Company arising under due date therefor in a manner consistent with Buyer’s positions and such Tax Return shall be amended to the principles extent necessary to reflect the independent accounting firm’s determination. Upon resolution or determination of transferee such issue, there shall be made a payment, if necessary, between Buyer and Seller in order to take into account the results of such resolution or successor liability or by contract, relating to an event or transaction occurring after the Agreement Datedetermination. In each of the above cases, together with any documented out-of-pocket The fees and expenses of such accounting firm shall be borne equally by Buyer and Seller. (e) Buyer and Seller shall reasonably cooperate, and shall cause their respective affiliates, officers, directors, employees, and agents to cooperate, in preparing and filing all Tax Returns, including reasonable third-party attorneys’ maintaining and accountants’ fees) incurred making available to each other all records necessary in connection therewithwith Taxes and in resolving all disputes and audits or other examinations relating to Taxes with respect to all Tax periods. Seller shall cooperate with Buyer to provide any information that Buyer reasonably requests to allow Buyer to comply with Section 6043A of the Code or any other information reporting requirements under the Code or other applicable Law. (f) Buyer and Seller agree to give prompt notice to each other of any proposed adjustment to Taxes of the Company Group for any Pre-Closing Period. Notwithstanding anything to the contrary in Section 9.4, Buyer shall control any examinations, investigations, audits or other proceedings in respect of any Tax Return or Taxes involving the Company Group (a “Tax Contest”), provided that Buyer shall not settle or otherwise resolve any Tax Contest with respect to Taxes for which Seller could be liable pursuant to this Section 9.7 without the consent of Seller, such consent not to be unreasonably withheld. All costs, fees and expenses paid to third parties in the course of any Tax Contest relating to any Pre-Closing Period shall be borne by the parties in the same ratio as the ratio in which, pursuant to the terms of this Agreement, the parties would share the responsibility for payment of the Taxes asserted by the Governmental Authority in such claim or assessment if such claim or assessment were sustained in its entirety. (g) The Company’s representations and warranties in Section 3.11 (Tax Matters) and the obligations of the Parties set forth in this Section 9.7 shall remain in effect for the applicable statute of limitations (after giving effect to any waivers or extensions thereof), plus sixty (60) days.

Tax Indemnification. Company Parent (a) Upon the terms and conditions of this Agreement, if the Closing occurs, the Sellers (each, a “Seller Tax Indemnifying Party), jointly and severally, shall pay or cause to be paid, and shall indemnify Investoreach Purchaser Tax Indemnified Party and agree to protect, save and hold each Purchaser or Business Subsidiary, and their respective Affiliates and the stockholders, members, general partners, limited partners, officers, directors, and employees of each Investor Indemnitee and hold of them (in each case, other than the Sellers) (any such person entitled to indemnification hereunder, a “Purchaser Tax Indemnified Party”) harmless from and against any and all liabilities, costs, expenses (a) any Loss attributable to any breach including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or inaccuracy incident to (including costs incurred in any representation the good faith contest of the imposition, assessment or warranty made in Section 3.8; assertion of): (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Taxes of the Company or relating Business Subsidiaries allocable to the Business of the Company for all a Pre-Agreement Tax Periods; (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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIPeriod; (ii) all Taxes of the Company Sellers or relating to the of a Relevant Group that includes a Business Subsidiary and ARM or an Affiliate of the Company for all Post-Agreement Tax Periods; ARM that is not a Business Subsidiary, (iii) all Taxes allocable to a Pre-Closing Period of any member Relevant Group that includes only Business Subsidiaries, (iv) all Taxes relating to the Business or the Business Assets for any period or portion of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member period ending on or prior to the Initial Closing Date by reason Date, (v) all Taxes of any Person for which a liability Business Subsidiary is liable (W) under Treasury Regulation Regulations Section 1.1502-6 of the Treasury Regulations (or any comparable similar provision of state, local or foreign Law) with respect to a consolidated, combined, unitary or similar Tax group of which such Business Subsidiary, or a predecessor thereof, was a member prior to the Closing Date or on the Closing Date prior to the Closing, (X) as a transferee or successor by operation of Law, where such Business Subsidiary became a transferee or successor simultaneous with (if the transaction giving rise to such transferee or successor liability was arranged by a Seller) or prior to the Closing, (Y) by contract, where such contract was entered into simultaneous with (if the entry into such contract was arranged by a Seller ) or prior to the Closing or (Z) otherwise, where such Business Subsidiary’s liability is the result of circumstances prior to the Closing, (vi) all Taxes resulting from a Permitted Section 338 Election, an Announced Restructuring Action or an Other Transaction Restructuring Action, (vii) a failure of a representation or warranty set forth in Section 4.11 hereof, or a Tax-related representation or warranty of a Seller set forth in Annex B, to be true on the date hereof or on the Closing Date (as determined without regard to any qualifiers contained in such representation or warranty or in the introductory language to Section 4.11 relating to knowledge or materiality, whether expressed by reference to “Knowledge,” “material” or “Business Material Adverse Effect” or otherwise) or a breach of a covenant or agreement set forth in Section 6.05(c) or 6.20 hereof or a Tax-related covenant or agreement set forth in Annex C, (viii) the failure of any Relevant Group, Business Subsidiary or Asset Seller to timely file or provide to any Person or to otherwise comply with any requirements relating to a Tax Return, which failure, in the case of a Business Subsidiary or a Relevant Group that includes only Business Subsidiaries, occurs prior to the Closing, (ix) any Transfer Taxes for which Sellers are responsible pursuant to Section 12.07 hereof, (x) the remitting to a governmental authority or other appropriate person of amounts withheld by a Business Subsidiary from a payment prior to the Closing, where (a) the liability to so remit was not treated as a Current Liability actually taken into account in determining Final Working Capital and (b) the amount withheld and retained was not actually excluded from being treated as a Current Asset in determining Final Working Capital, (xi) any liability of a Purchaser for Taxes of another Person as a result of the transfers provided for herein (including any liability with respect to Taxes as a result of any failure to comply with any bulk sales or similar Law of any Governmental Authority), (xii) any failure of Sellers to comply with the provisions of foreignthis Article XII, state (xiii) any liability imposed on any Purchaser as a result of making payments under Article III hereof to ARM, rather than to ARMCo or local Lawanother Seller, (xiv) any liability imposed on a Purchaser or an Affiliate of a Purchaser as a result of its having made a payment to ARM or an Affiliate of ARM under Section 8.02, Section 8.08, Section 8.09, Section 8.10 and Section 8.11 hereof, rather than having made such payment to ARM or another ARM Affiliate (if the payment was made to an Affiliate of ARM) or to an Affiliate of ARM (if the payment was made to ARM, if the payee was specified by ARM or an Affiliate of ARM (other than a Business Subsidiary (except, prior to the applicable China Closing, a China Subsidiary)) or specifically required by this Agreement), (xv) any liability imposed on a Purchaser or an Affiliate of a Purchaser as a result of a payment being made under the Escrow Agreement to ARM, rather than an Affiliate of ARM, if the payee was specified by ARM or an Affiliate of ARM (other than a Business Subsidiary (except, prior to the applicable China Closing, a China Subsidiary)) or specifically required by this Agreement or the Escrow Agreement, (xvi) any Tax cost to a Purchaser Tax Indemnified Party arising from a distribution by a China Subsidiary after the Closing, where (a) such distribution was paid, directly or indirectly, to a China Equity Seller or an Affiliate of a China Equity Seller and (b) such cost was not taken into account in reducing the amount of Cash deemed to be an Excluded Asset held by such China Subsidiary; (xvii) any Taxes imposed by China or a political subdivision thereof on service fees or income imposed on any Purchaser Tax Indemnified Party as a result of its activities under the China Interim Agreement, (xviii) any net Tax cost to a Purchaser or any Affiliate of a Purchaser as a result of the arrangements provided for in the China Escrow Agreement, (xix) any Tax imposed in connection with the payments or transfers provided for in Section 8.02, Section 8.08, Section 8.09, Section 8.10 and Section 8.11 hereof, (xx) any Tax imposed in connection with the transactions described in the Cash Management Plan, other than (a) income Taxes imposed on interest on loans put in place and not retired as a result of such Cash Management Plan and (b) any capital duty taxes imposed in connection with such loans, other than capital duty taxes imposed in connection with the entering into of such loans, (xxi) any Brazil Income Taxes relating to the Brazil Business or the Brazil Business Assets and allocable (under the principles of Section 12.05 hereof) to a taxable period or portion of a taxable period ending on or prior to the Brazil Closing Date and (xxii) all Taxes arising from the ownership, sale or disposition of the Augsburg Property or any other Excluded Assets or from a payment provided for in Section 6.22. Notwithstanding the foregoing, the Seller Tax Indemnifying Parties will not indemnify, defend or hold harmless any Purchaser Tax Indemnified Party for (1) Taxes attributable to any action of a Business Subsidiary or a Purchaser taken on the Closing Date simultaneous with or after the Closing, that is (i) outside the Ordinary Course of Business, (ii) neither provided for in this Agreement (with actions provided for in this Agreement including, without limitation, (a) such acts as may be undertaken to comply with the covenants set forth in Section 6.20 hereof, (b) the termination of Tax sharing agreements or arrangements as provided for in Section 12.04(e), (c) the actions provided for in Section 6.14 and 6.15, (d) all Restructuring Actions (e) actions required by Section 8.02, Section 8.08, Section 8.09, Section 8.10, Section 8.11 or the Cash Management Plan and (f) such actions as a Purchaser and Seller may agree with respect to after signing, and (iii) not arranged by Sellers or any of their Affiliates (an action described in this sentence, a “Purchaser Tax Act”), (2) Taxes arising from the sale by ArvinMeritor Emissions Technologies GmbH of ArvinMeritor Emissions Technologies Kft pursuant to this Agreement and the distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of the proceeds of such sale as a distribution in respect of its shares, except to the extent that such Taxes result from a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof, (3) Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of proceeds from a securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, except to the extent that such Taxes result from a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof, or (4) any costs of contesting an item described in the preceding sentence incurred at the direction of a Purchaser or a Purchaser Affiliate after a Seller Tax Indemnifying Party has agreed to pay the full amount of such item without further contest, other than any such costs associated with the making of such payment or the termination of the related proceeding. (b) Upon the terms and conditions of this Agreement, if the Closing occurs, Purchasers and, following the Closing, the Business Subsidiaries, jointly and severally, shall pay or cause to be paid, and shall indemnify each Seller Tax Indemnitee and agree to protect, save and hold each Seller and their respective Affiliates, stockholders, members, general partners, limited partners, officers, directors, and employees (any such person entitled to indemnification hereunder, a “Seller Tax Indemnitee”) harmless from and against any and all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to (including costs incurred in the good faith contest of the imposition, assessment or assertion of): (i) all Taxes of the Business Subsidiaries allocable to a Post-Closing Period or imposed as a result of the operation of the Business Assets or the Business following the Closing, except, in each case, to the extent Sellers are otherwise required to indemnify in respect of such Taxes pursuant to this Article XII or would have been so required had a Purchaser paid such Taxes, (ii) all Taxes attributable to any Purchaser Tax Act, (iii) any Transfer Taxes for which Purchasers are responsible under Section 12.07 hereof, (iv) any aggregate net increase in Taxes (over what they would have been had this Agreement provided for a purchase of the German Minority Interests at the Closing) from the use of the put and all call options with respect to the German Minority Interests, (v) Taxes resulting from business restructuring actions to be undertaken at ArvinMeritor Emissions Technologies, S.A. following the Closing, other than any such Taxes as may be imposed on a Seller or a Seller Affiliate, (vi) any aggregate net increase in Taxes (over what they would have been had the shares of ArvinMeritor Emissions Technologies GmbH been acquired under this Agreement while ArvinMeritor Emissions Technologies GmbH still held the interests in ArvinMeritor Emissions Technologies Kft) resulting from the sale provided for herein of the interests in ArvinMeritor Emissions Technologies Kft, provided that for purposes of determining such excess, any Taxes related to the sale provided for herein of the interests in ArvinMeritor Emissions Technologies Kft attributable to a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof shall be disregarded,(vii) any Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH in connection with the Closing of proceeds of a securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, except any such Taxes attributable to a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof and (viii) the failure of Purchaser or its Designee to obtain the necessary governmental approvals to participate in the Maquila Program in Mexico prior to the Closing; provided that the aggregate net Taxes indemnified hereunder under each of clause (iv), (v), (vi) and (vii) hereof, in each case, may not exceed the aggregate net increase in Taxes described in such clause to the Seller Tax Indemnitees (so that effects on different Seller Tax Indemnitees are netted on an aggregate basis). Notwithstanding the foregoing, Purchasers and the Business Subsidiaries shall not indemnify a Seller Tax Indemnitee (a) for any item which a Seller Indemnifying Party has an indemnification obligation under this Article XII, (b) in respect of any person imposed on Tax liability of a Joint Venture or a Subsidiary of a Joint Venture, (c) for any costs of contesting an item described in clause (i), (ii) or (iii) incurred at the Company direction of a Seller, a Seller Tax Indemnitee or an Affiliate of either a Seller or a Seller Tax Indemnitee after a Purchaser or Business Subsidiary has agreed to pay the full amount of such item without further contest, other than any such costs associated with the making of such payment or the termination of the related proceeding or (d) for any Tax arising under from a Announced Restructuring Action or an Other Transaction Restructuring Action. (c) Notwithstanding any other provision of this Agreement to the principles of transferee or successor liability or by contract, contrary: (a) this Article XII together with Section 3.04 shall govern all matters relating to Taxes or which are otherwise addressed herein, (b) the obligations of the parties set forth in this Article XII shall not be subject to the terms of Article XIV (other than Sections 14.04 and 14.05; provided, however, that (x) the provisions of Section 14.05(a) relating to adjustment for Tax effects shall not apply to payments pursuant to Xxxxxxx 00.00, Xxxxxxx 00.00(x)(x), (xx), (xxx), (xx), (ix) or (xxi), Section 12.02(b)(i) or (iii), Section 12.06 or Section 12.07 and (y) in no event shall any adjustment for Tax effects pursuant to the provisions of Section 14.05(a) take into account, with respect to an event indemnity claim under Section 12.02(a)(vi) any Tax benefits to the Purchasers or transaction occurring after any of their Affiliates arising from a Permitted Section 338 Election or the Agreement DateTransaction Restructurings (including, without limitation, the making of any “check the box” elections in connection with the provisions of Section 6.20 hereof). In each the event of the above casesany inconsistency between this Article XII and Article XIV, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewiththis Article XII shall control.

Tax Indemnification. (i) The Stockholders, jointly and severally, will indemnify the Company Parent shall indemnify Investor, and each Investor Indemnitee Buyer and hold them harmless from and against (a) against, without duplication, any Loss loss, claim, Liability, expense, or other damage attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (cA) all Taxes of (or the Company or relating to the Business non-payment thereof) of the Company for all any Pre-Agreement Closing Tax PeriodsPeriod; (dB) all Taxes of any member of an affiliated, consolidated, combined or unitary group Relevant Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Date, including pursuant to Section 1.1502-6 of the Treasury Regulations or any comparable provisions of foreignanalogous or similar state, state local, or local Lawnon-U.S. Law or regulation; and (eC) any and all Taxes of any person Person (other than the Company) imposed on the Company arising under the principles of as a transferee or successor liability successor, by Contract, pursuant to any law, rule, or by contractregulation, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses otherwise; (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (iD) any Loss attributable employment or other Taxes on any payment for or in respect of any Options which are cancelled pursuant to Section 1.03; and (E) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of Tax imposed on the Company or relating due to the Business Company’s not being regarded as an S corporation by the State of the Company New Jersey for all Post-Agreement Tax Periods; (iii) all Taxes any period of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or time prior to the Initial Closing Date by reason including, without limitation, any Tax imposed on the Company under any provision of a liability New Jersey law which is comparable to Section 1374 of the Code (it being acknowledged that any Tax under Treasury Regulation Section 1.1502-6 1374 of the Code, or any comparable provisions provision of foreign, any state or local Law; , on the deemed sale of assets of the Company resulting from the Section 338(h)(10) Election shall be Sellers’ responsibility). (ii) The Stockholders shall not be liable for Taxes under Section 7.01(a)(i) above to the extent that such Taxes are taken into account in Closing Indebtedness or the Net Working Capital at Closing, and, thus, are accounted for in the Purchase Price. Furthermore, notwithstanding any provisions to the contrary in this Agreement, the Stockholders shall have no obligation to indemnify the Company or any Buyer against any Losses consisting of or relating to Taxes resulting from (A) any action outside the ordinary course of business taken by, or under the direction of, the Buyer on or after the Closing Date and (ivB) any Taxes or fees imposed under Section 7.01(f) and all Taxes (C) any breach by Buyer of Article VII of this Agreement. (iii) The Stockholders will pay to Buyer the amount of any person imposed on Taxes which are the responsibility of the Stockholders pursuant to this Section 7.01(a) within ten (10) Business Days before the later of (A) the date such Taxes are payable by Buyer or the Company arising and (B) Buyer’s demand for such payment from the Stockholders. The indemnification under this Section 7.01(a) shall survive indefinitely and shall not be subject to the principles of transferee Basket or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithCap.

Tax Indemnification. Company Parent shall indemnify Investor13.4.1. Leavxxx xxxl be responsible for, will pay or cause to be paid, and each Investor Indemnitee will indemnify and hold them harmless each Purchaser Indemnity from and against against, any and all Losses for or in respect of each of the following: (ai) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) and all Taxes arising out of the Company or relating to operations of the Business or other business or operations of, transactions involving, and distributions made by or to, Leavxxx, Xxb or any other member of an Affiliated Group, or the assets of any of them, with respect to any taxable period (or portions thereof) of the Company for all Pre-Agreement Tax Periods; Business or Sub (dor any predecessor) ending on or before the Closing Date; (ii) any and all Taxes of any member (other than Leavxxx xx Sub) of an affiliated, consolidated, combined combined, or unitary group of which the Company Leavxxx xx Sub (or any predecessor of the Companypredecessor) is or was a member on or prior to the Initial Closing Date by reason of a the liability under of Leavxxx xx Sub pursuant to Treasury Regulation Section 1.1502-6 6(a) or any comparable provisions analogous or similar state, local or foreign Law; (iii) Taxes asserted against any person for which any Purchaser Indemnity is liable under any agreement entered into by Leavxxx xx Sub prior to the Closing to indemnify such person; and (iv) any breach by Leavxxx xx any representation, warranty, covenant, or agreement contained in Sections 4.8 or 13.4; provided, however, that Leavxxx xxxll not be liable for or obligated to indemnify any Purchaser Indemnity for any Losses or Taxes to the extent such Taxes (A) result from an election or deemed election by Purchaser under Section 338 of foreignthe code with respect to Sub (or any analogous provision under any state, state local or local Lawforeign tax law), (B) arise as a result of the business, operations or transactions of Purchaser or Sub after the Closing; (C) are reflected as liabilities or accruals in the Closing Statement or; (D) are payable by Purchaser pursuant to Section 6.9.4. 13.4.2. Purchaser agrees to pay, and (e) to indemnify Leavxxx xx respect of, and hold Leavxxx xxxmless from and against, any and all Losses for or in respect of Taxes incurred by, imposed upon, or assessed against Leavxxx xx any affiliate of Leavxxx (other than Sub) (i) relating to the business and operations of Purchaser, the Business or Sub after the Closing Date or (ii) to the extent reflected as a liability in the Closing Statement. 13.4.3. Purchaser will promptly notify Leavxxx xx the commencement of any person imposed on claim, audit, examination, or other proposed change or adjustment by an taxing authority concerning any Taxes or other Losses covered by Section 13.4.1 ("Tax Claim"). Leavxxx xxxll control the Company arising under the principles defense and settlement of transferee any Tax audit or successor liability administrative or by contract, court proceeding relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.Seller Consolidated Returns

Tax Indemnification. Company Parent The Stockholder shall indemnify Investor, and each Investor Indemnitee Purchaser Indemnitees and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.84.15; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking undertaking, or obligation in this Article VISection 8.06; (c) all Taxes of the Company Company, the Stockholder or relating to the Business of the Company for all Pre-Agreement Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined combined, or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state state, or local Law; and (e) any and all Taxes of any person Person imposed on the Company arising under the principles of transferee or successor liability or by contractContract, relating to an event or transaction occurring before the Agreement Closing Date. In ; in each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor The Stockholder shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) reimburse Purchaser for any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating that are the responsibility of the Stockholder pursuant to this Section 8.06 within five Business Days after payment of such Taxes by any Purchaser Indemnitee. Pxxxxxxxx agrees to give written notice to the Business of Stockholder promptly upon the Company for all Post-Agreement Tax Periods; (iii) all Taxes receipt of any member written notice by the Company, Purchaser, or any of an affiliatedPurchaser’s Affiliates that involves the assertion of any claim, consolidatedor the commencement of any Proceeding, combined or unitary group in respect of which an indemnity may be sought by Purchaser pursuant to this Section 8.06 (a “Tax Claim”); provided, that failure to comply with this provision shall not relieve the Investor (or any predecessor Stockholder of the Investor) is or was a member on or prior his indemnification obligations, except and only to the Initial Closing Date extent that the Stockholder forfeits rights or defenses by reason of a liability under Treasury Regulation Section 1.1502-6 such failure. Purchaser shall control the contest or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes resolution of any person imposed on Tax Claim; provided, however, that Purchaser shall obtain the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each prior written consent of the above casesStockholder (which consent shall not be unreasonably withheld, together with delayed, denied, or conditioned) before entering into any documented out-of-pocket settlement of a Tax Claim or ceasing to defend such Tax Claim; and, provided, further, that the Stockholder shall be entitled to participate in the defense of such Tax Claim and to employ counsel of his choice for such purpose, the fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithof which separate counsel shall be borne solely by the Stockholder.

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) The Seller will be responsible for, will pay or cause to be paid, and will indemnify and hold harmless the Buyer from and against, any Loss attributable and all Damages for or in respect of each of the following: (i) any and all Taxes finally determined to be due with respect to any breach taxable period of any Company (or inaccuracy any predecessor) ending on or before the Closing Date, except to the extent of current accruals for Taxes in any representation or warranty made in Section 3.8; the Balance Sheet; (bii) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) and all Taxes of the Company or relating finally determined to the Business of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of be due from any member of an affiliated, consolidated, combined combined, or unitary group (other than any Company) of which the any Company (or any predecessor of the Companypredecessor) is or was a member on or prior to the Initial Closing Date by reason of a liability under for which any Company is liable pursuant to Treasury Regulation Section 1.1502-6 6(a) or any comparable provisions of foreignanalogous or similar state, state local or local foreign 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; ; (iii) all Taxes any breach by any Company or the Seller of any member representation, warranty, or covenant contained in Section 3.11 or Section 5.1(b) hereof; (iv) any breach by the Seller of an affiliatedany representation, consolidated, combined warranty or unitary group of which covenant contained in this Section 8.4; and (v) any Election Taxes specified in Section 9.3(b) hereof. (b) The Buyer will promptly notify the Investor (or any predecessor Seller of the Investorcommencement of any claim, audit, examination, or other proposed change or adjustment by any taxing authority concerning any Tax or other Damages covered by Section 8.4(a) is hereof ("Tax Claim"). The Seller and the Buyer shall jointly control the defense and settlement of any Tax audit or was administrative or court proceeding relating to a member claim made with respect to taxable periods of any Company ending on or prior to the Initial Closing Date Date, and each party (including Buyer) shall cooperate with the other parties at its own expense and keep all other parties fully informed with respect thereto, including furnishing copies of all communications with any taxing authority relating to such proceeding, and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other parties, which consent will not be unreasonably withheld. If Buyer or Company fails to consent to a settlement which is acceptable to Seller, Buyer shall take over the defense of such proceeding at its sole expense and the liability of Seller hereunder shall be limited to the lesser of the Settlement amount which was acceptable to Seller but to which Buyer and/or Company did not consent and the final liability. The Seller shall promptly notify the Buyer if it decides not to participate in the defense or settlement of any such Tax audit or administrative or court proceeding and the Buyer thereupon shall be permitted to defend and settle such Tax audit or proceeding. (c) The Seller will promptly notify the Buyer of the commencement of any claim, audit, examination, or other proposed change or adjustment by reason any taxing authority which may affect the Liability of any Company for Taxes and the Seller shall keep the Buyer duly informed of the progress thereof. (d) Tax Returns shall be prepared in a liability under Treasury Regulation Section 1.1502manner consistent with past practices. The Seller shall be responsible for filing all Tax Returns required to be filed by or on behalf of any Company, or with respect to its assets and operations, for the Pre-6 Closing Period, and each Company shall, and the Buyer shall cause each Company to, cooperate in all respects with Seller with respect to preparation and filing such Tax Returns including, without limitation, providing Seller with executed copies thereof for filing if such Tax Returns are due subsequent to the Closing Date. The Buyer shall be responsible for filing all Tax Returns required to be filed by or on behalf of each Company, or with respect to its assets and operations, for taxable periods which commence after the Closing Date. (e) For purposes of this Agreement, if, for any comparable provisions of foreignTaxes, whether federal, state or local Law; local, a taxable period of any Company does not terminate on the date of the Closing (such non-terminating period, a "Straddle Period"), the parties shall, to the extent permitted by applicable law, elect with the relevant taxing authority to treat the Pre-Closing Period portion of such Straddle Period for all purposes as a short taxable period ending as of the close of the date of the Closing and such short taxable period shall be treated as a Pre-Closing Period for purposes of this Agreement. In any case where applicable law does not permit such an election to be made, then, for purposes of this Agreement, Taxes for the entire Straddle Period shall be allocated to the Pre-Closing Period using an "interim closing of the books" method, assuming that such Straddle Period ended at the close of the date of the Closing and treating such Straddle Period as a Pre-Closing Period for purposes of this Agreement, except that exemptions, allowances and deductions calculated on an annual basis (such as the deduction for depreciation) shall be apportioned on a per-diem basis. With respect to any Tax Return required to be filed by any Company for a Straddle Period, the Buyer shall prepare such Tax Return and shall provide the Seller with (i) a copy of such Straddle Period Return, which shall have been prepared in accordance with prior practices of such Company and (ivii) any a statement setting forth the amount of Tax that is allocable (net of current accruals for Taxes in the Balance Sheet) to the Seller pursuant to this Section 8.4(e) (the "Statement") at least 30 business days prior to the due date for filing of such Tax Return (including extensions). The Statement shall provide (with reasonable specificity) the bases on which such Taxes were allocable to the Seller, including computation of Taxes reflected in such Straddle Period Return. Within fifteen business days after the Seller's receipt of the Statement, the Seller will provide the Buyer with written notice indicating whether the Seller agrees or disagrees with the Statement, including Seller's computation and all bases of disputed allocations and Taxes. If the Seller notifies the Buyer in writing of agreement with the Statement or if the Seller fails to deliver such written notice within such fifteen-day period, then not later than five business days before the due date for payment of Taxes with respect to such Straddle Period Return, the Seller shall pay to the relevant Company (unless such Company had established an adequate reserve prior to Closing) an amount equal to the Taxes shown on the Statement that are allocable to the Seller pursuant to this Section 8.4(e). In the event the Seller provides written notice to the Buyer of any person imposed disagreement with the Statement, or with the computation of Taxes reflected on such Straddle Period Return, setting forth (with reasonable specificity) the bases therefor, the parties will negotiate in good faith to resolve such disagreement. If the parties are able to resolve such disagreement within five business days after the Buyer's receipt of notice of disagreement, then the Taxes allocable to the Seller will be adjusted accordingly and the Seller shall pay such amount to such Company no later than five business days before the due date for the payment of Taxes with respect to such Tax Return. In the event the parties are unable to resolve any disagreement within five business days following each the Buyer's receipt of notice of disagreement, the parties shall jointly request the Settlement Auditor to resolve any issue in dispute as promptly as possible and shall cooperate with the Settlement Auditor to resolve such disagreement. If the Settlement Auditor is unable to make a determination with respect to any disputed issue within five business days prior to the due date (including extensions) for the filing of the Tax Return in question, then the Buyer shall file such Tax Return on the Company arising under due date (including extensions) therefor, and shall pay the principles amount of transferee or successor liability or tax shown as due on such Tax Return, without such determination having been made. Notwithstanding the filing of such Tax Return, the Settlement Auditor shall make a determination with respect to any disputed issue, and the amount of Taxes that are allocated to the Seller pursuant to Section 8.4(e) hereof shall be as determined by contract, relating to an event or transaction occurring after the Agreement DateSettlement Auditor. In each of the above cases, together with any documented out-of-pocket The fees and expenses of the Settlement Auditor shall be paid one-half by the Buyer and one-half by the Seller. In the case of a dispute, (i) the Seller shall pay to such Company not later than five business days before the due date for the payment of Taxes with respect to such Tax Return, the amount of Taxes as to which there is no disagreement and (ii) the Seller shall pay to the Buyer not later than five business days after notice to the Seller of resolution thereof, any remaining amounts allocable to the Seller as shown in such notice. No payment pursuant to this Section 8.4(e) will affect the Buyer's right to indemnification pursuant to Section 8.4(a) hereof should the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns and which are the responsibility of the Seller as provided herein or as determined pursuant to this Section 8.4(e), exceed the amount of the Seller's payment under this Section 8.4(e). Seller may apply for a refund of any amounts paid by it pursuant to this Section 8.4(e) which it has disputed as set forth in this Section 8.4(e), and the Buyer and Company shall reasonably cooperate in all respects with Seller with respect to such refund claim including, without limitation, providing Seller with appropriate, non-exclusive, power of attorney. (f) The Seller and each Company will provide (and Buyer will cause each Company so to provide) to each other full access, at any reasonable time and from time to time, at the business location at which the books and records are maintained, after the Closing Date, to such Tax data of each Company as the Seller or the Buyer or any Company, as the case may be, may from time to time reasonably request and will furnish, and request the independent accountants and legal counsel of the Seller, the Buyer or any Company to furnish to the Seller, Buyer or Company, as the case may be, such additional Tax and other information and documents in the possession of such Persons as the Seller, Buyer or any Company may from time to time reasonably request. (g) Any claim for indemnity hereunder may be made at any time prior to sixty days after the expiration of the applicable Tax statute of limitations with respect to the relevant taxable period (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithall periods of extension, whether automatic or permissive).

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) Except to the extent taken into account as a current liability in the Final Net Working Capital, Seller hereby indemnifies the Buyer Indemnified Parties against, and agrees to hold each of them harmless from, any Loss attributable to any breach and all Losses resulting from or arising out of or inaccuracy in any representation or warranty made in Section 3.8; (bi) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) and all Taxes of the Company or relating attributable to the Business Transferred Entities and the JV Entities with respect to any Pre-Closing Tax Period (as determined in the manner set forth in Section 6.06(c) with respect to any Straddle Tax Period) or arising from any inclusions under Section 965 of the Company for Code, (ii) any and all Taxes of or attributable to Seller, any of its Subsidiaries (other than the Transferred Entities and the JV Entities), any Asset Seller or any Seller Group, (iii) any and all Taxes resulting from, relating to, arising out of or attributable to (A) the Retained Businesses or the Retained Assets, (B) the Transferred Assets or the Business with respect to any Pre-Agreement Closing Tax Periods; Period (das determined in the manner set forth in Section 6.06(c) all with respect to any Straddle Period), or (C) the payment of the Closing Date Indebtedness or the payment of any of Seller’s fees and expenses incurred in connection with the transactions contemplated by this Agreement, (iv) without prejudice to Section 6.02(a), Taxes, including Transfer Taxes, arising from or in connection with the Reorganization, (v) Taxes of any member of an affiliated, consolidatedcombined, combined consolidated or unitary group of which the Company (any Transferred Entity or any predecessor of the Company) JV Entity is or was a member on or prior to the Initial Closing Date by reason of a liability under Closing, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions analogous or similar provision under any state, local or non-U.S. Law, (vi) Taxes of foreignany Person imposed on any Transferred Entity or JV Entity as a successor-in-interest or transferee, state by contract or local pursuant to any Law; , which Taxes relate to an event or transaction occurring prior to the Closing, (vii) any breach of, or failure to perform, any covenant or obligation of Seller contained in Section 2.14 or this ARTICLE VI, (viii) any and all Taxes imposed as a result of the transactions described in Treasury Regulations Section 1.338-1(a)(1) that are deemed to occur as a result of the Section 338(g) Elections and (eix) any and all Taxes for which Seller has agreed to indemnify the Buyer Indemnified Parties pursuant to Section 2.14 (collectively, “Seller Taxes”); provided, however, that Seller shall not be required to indemnify for Losses attributable to any Taxes arising from any breach of, or failure to perform, any covenant or obligation of Buyer contained in this ARTICLE VI. (b) Buyer hereby indemnifies the Seller Indemnified Parties against, and agrees to hold each of them harmless from, any and all Losses resulting from or arising out of (i) any breach of, or failure to perform, any covenant or obligation of Buyer contained in Section 2.14 or this ARTICLE VI, (ii) any and all Taxes for which Buyer has agreed to indemnify the Seller Indemnified Parties pursuant to Section 2.14, and (iii) 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees Transferred Entities and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company ParentJV Entities, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes resulting from, relating to, arising out of or attributable to the Transferred Assets or the Business, in each case, with respect to a Post-Closing Tax Period, other than Seller Taxes. (c) For purposes of this Agreement, in the case of any person imposed Straddle Tax Period, the portion of such Taxes from any such Straddle Tax Period that are allocated to the Pre-Closing Tax Period will be determined as follows: (i) in the case of any real property, personal property, ad valorem and similar Taxes (“Property Taxes”), the amount of such Property Taxes attributable to the Pre-Closing Tax Period of such Straddle Tax Period will be deemed to be the amount of such Property Taxes for the entire Straddle Period, multiplied by a fraction, the numerator of which is the number of days in such Straddle Period ending on and including the Closing Date, and the denominator of which is the number of total days in the entire Straddle Tax Period; and (ii) in the case of any Income Taxes or any other Taxes that are not Property Taxes, the amount of any such Taxes attributable to the Pre-Closing Tax Period of such Straddle Tax Period will be computed based on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each interim closing of the above casesbooks as of and including the Closing Date (and for such purpose, together with the Tax period of any documented outapplicable pass-of-pocket through entity for applicable Tax purposes shall be deemed to close at such time) and Seller’s fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithwith the transactions contemplated by this Agreement and the Reorganization shall be attributed to the Pre-Closing Tax Period to the maximum extent permitted by applicable Law. (d) The Buyer Indemnified Parties shall satisfy any claim under Section 6.06(a) first from the R&W Policy (to the extent such policy covers such claim) and then, subject to the limitations in Section 5.28(c) and (d), from Seller.

Tax Indemnification. Company Except to the extent treated as a liability in the calculation of Closing Working Capital, the Effective Time Holders shall jointly in accordance with their respective Pro-Rata Shares and in an amount not to exceed each Effective Time Holder’s Individual Cap, indemnify the Parent shall indemnify Investor, and each Investor Indemnitee Indemnitees and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.83.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIVII; (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax PeriodsClosing Taxes (including any Taxes payable with respect to a Straddle Period that are treated as Pre-Closing Taxes in accordance with Section 7.05 hereof); (d) all Taxes of the Company, any Subsidiary, or 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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring on or before the Agreement Closing Date, but excluding in all cases the Specific Tax Indemnity Matters (which are addressed separately under Article VIII). In each of the above cases, together with any documented reasonable out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company the Effective Time Holders shall, jointly in accordance with their Pro-Rata Shares, reimburse Parent Indemnitee and hold them harmless from and against (i) for any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company that are the responsibility of the Effective Time Holders pursuant to this Section 7.03 within ten Business Days after notice by Parent or relating the Company of such Taxes being due. Notwithstanding anything in this Agreement to the Business contrary, (y) the Company and Parent shall retain all responsibility with respect to Closing Payment FICA Taxes (and such amounts shall not be subject to any indemnity or reimbursement by the Effective Time Holders), and (z) payment for any indemnification claims made pursuant to this Section 7.03 shall be addressed and subject at all times to Section 8.04 (as applicable) and Section 8.06 herein. For the avoidance of doubt, and notwithstanding any provision herein to the contrary, any claims by Parent Indemnitees for breach or alleged breach of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability representations and warranties under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes of any person imposed on the Company arising 3.22 must be brought only under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewiththis Section 7.03.

Tax Indemnification. Company (a) Seller, Parent shall and Xxxxxx Xxxxxxx hereby jointly and severally indemnify Investor, each Buyer Indemnitee against and each Investor Indemnitee and agrees to hold them it harmless from and against to pay any (ai) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or Group Companies relating to a Pre-Closing Tax Period except for Taxes reflected on the Business Closing Statement, if any, (ii) Taxes of the Company Seller or its Affiliates, or any other Person relating to a pre-Closing Tax Period, for all Pre-Agreement Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor Group Companies may be liable as a result of the Company) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 (or any comparable provisions similar provision of foreignapplicable Law) or as a transferee or successor, state (iii) Taxes or local Law; Losses incurred or suffered by Buyer or any of its Affiliates (including, effective upon the Closing, a Group Company) arising out of a breach of any representation or warranty in Section 3.14 or a breach of any covenant or agreement of Seller or its Affiliates contained in this Article 8, Section 2.5(e)(iii), Section 7.9(f) (with respect to items related to Taxes only), Section 7.9(g) or Section 11.5 and (iv) subject to Section 8.7(e), liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Tax under items (i), (ii) or (iii) of this Section 8.7(a), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, the Group Companies, provided, however, that Seller shall have no liability for the payment of any amount under this Section 8.7(a) that is attributable to or resulting from any action described in Section 8.3(a) hereof. (b) For purposes of this Section 8.7, in the case of any Taxes for a Straddle Period, the portion of such Tax that shall be treated as part of the Pre-Closing Tax Period shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period and (y) in the case of any Tax not included in clause (x) above, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Group Companies. (c) If Seller’s indemnification obligation under this Section 8.7 arises in respect of an adjustment which makes allowable to Buyer, any of its Affiliates or, effective upon the Closing, a Group Company, any deduction, amortization, exclusion from income or other allowance or reduction in taxable income, which would not, but for such adjustment, be allowable (an “Allowance”) then Buyer shall pay to Seller an amount equal to the actual tax benefit arising therefrom (a “Tax Benefit”) determined on a with or without basis if, as and when such Tax Benefit is actually realized, including amounts realized through a reduction in Taxes due. Buyer shall pay to Seller an amount equal to the Tax Benefit (based on the actual Tax Benefit realized in respect of the Allowance to which the Tax Benefit relates), as, if, and when such Tax Benefit is actually realized. Within ten (10) days after the filing of the federal income Tax Return for or that includes a Group Company for each taxable year ending after the Closing Date (until Buyer and Seller agree in writing that no further payments in respect of the Tax Benefit are required to be made by buyer), Buyer shall provide Seller with a statement setting forth Buyer’s computation of the Tax Benefit realized in such taxable year in reasonable detail or, if appropriate, a statement that no Tax Benefit was realized in such taxable year. Buyer shall promptly provide to Seller such information as Seller may reasonably request regarding such computation. Within ten (10) days after receiving such statement, Seller shall either (i) deliver a written notice to Buyer stating that it agrees with such computation, or (ii) deliver a written notice to Buyer stating that it objects to Seller’s computation and setting forth in reasonable detail the basis for such objection(s). In the event that Seller delivers such written notice of objection, Buyer and Seller shall cooperate in good faith to try to resolve such dispute. In the event that Buyer and Seller are unable to resolve any dispute within twenty (20) days after receipt of such notice from Seller, Buyer and Seller shall jointly cause the Accounting Firm to resolve the dispute within twenty (20) days. The costs, fees and expenses of the Accounting Firm shall be borne equally by Buyer and Seller. Within three (3) days after the resolution of such dispute by the parties or the Accounting Firm, or, if Seller delivers a written notice to Buyer, within three (3) days after the receipt of such notice by Buyer, Buyer shall pay to Seller the Tax Benefit as so determined. Any payment not made within such time shall bear interest at the Federal Funds Rate for each day thereafter until paid. (d) Except as otherwise provided under Section 8.5(d), any payment by Seller pursuant to this Section 8.7 shall be made at least two (2) Business Days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is due, not later than ten (10) days after receipt by Seller of written notice from Buyer stating any Loss that has been paid by Buyer, any of its Affiliates or, effective upon the Closing, a Group Company and the amount thereof and of the indemnity payment requested. (e) If any and all claim, demand, suit, action, audit, litigation, proceeding for or with respect to Taxes of which indemnity may be sought against Seller or its Affiliates pursuant to this Section 8.7 (a “Tax Claim”) is asserted in writing against Buyer, any person imposed of its Affiliates or, effective upon the Closing, a Group Company, Buyer shall notify Seller of such Tax Claim within ten (10) Business Days of receipt thereof, or such earlier time if necessary in order to allow Seller to timely respond to such Tax Claim and shall give Seller such information with respect thereto as Seller may reasonably request; provided, however, that Buyer’s failure to give such prompt notice shall not relieve Seller of any of its indemnification obligations under this Section 8.7, except to the extent that Seller is actually prejudiced thereby. Seller may discharge, at any time, its indemnification obligations under this Section 8.7 by paying to Buyer the amount payable pursuant to such Tax Claim calculated as of the date of such payment. Seller may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Claim. If Seller assumes such defense, Seller shall have the sole discretion as to the conduct of such defense; provided that, (i) Buyer shall have the right (but not the duty) to observe and comment on the Company arising under defense thereof and to employ counsel, at its own expense, separate from the principles counsel employed by Seller, (ii) solely if and to the extent that the settlement of transferee such Tax Claim would reasonably be expected to have a significant adverse effect on Taxes of the Group Companies with respect to a Post-Closing Tax Period, the Seller or successor liability any of its Affiliates may not settle any such Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or by contract, delayed and (iii) Seller shall keep Buyer informed of material developments relating to an event such Tax Claim. Whether or transaction occurring before the Agreement Date. In each not Seller chooses to defend or prosecute any claim, all of the above casesparties hereto shall cooperate in the defense or prosecution thereof. If the Seller elects not to assume the defense of any Tax Claim under this Section 8.7(e), together with any documented out-of-pocket fees then the Buyer shall have the right (but not the obligation) at its election to assume the defense of such Tax Claim, and expenses defend or prosecute such Tax Claim (including reasonable third-party attorneys’ and accountants’ feesany settlement, or compromise thereof) incurred as the Buyer shall determine in connection therewith. Investor shall indemnify Company Parentits sole discretion. (f) Notwithstanding anything to the contrary in this Section 8.7, Buyer agrees that Seller is to have no liability for any Tax resulting from any action referred to in Section 8.3(a) of Buyer, any Affiliate of Buyer, or, after the Closing, any Group Company, and each Company Parent Indemnitee agrees to indemnify and hold them harmless from Seller and its Affiliates against (i) any Loss attributable to such Tax, (ii) any Tax or Losses incurred or suffered by Seller of any of its Affiliates, arising out of a breach of any other covenant or violation of, agreement of Buyer or failure to fully perform, any covenant, agreement, undertaking or obligation its Affiliate contained in this Article VI; (ii8, Section 2.5(e)(iii), Section 7.9(f) all with respect to items related to Taxes of the Company only), Section 7.9(g) or relating to the Business of the Company for all Post-Agreement Tax Periods; Section 11.5, (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or Tax imposed on any predecessor of the Investor) Group Company that is or was a member on or prior not subject to the Initial Closing Date by reason of a liability Seller’s indemnification obligation under Treasury Regulation this Section 1.1502-6 or any comparable provisions of foreign, state or local Law; 8.7 and (iv) any liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and all Taxes attorney’s fees and expenses), losses, damages, assessments, settlements, or judgments arising out of an incident to the imposition, assessment or assertion of any person imposed on the Company arising under the principles Tax described in clause (i), (ii) or (iii) above. For purposes of transferee or successor liability or by contractthis Section 8.7(f), relating to an event or transaction occurring after the Agreement Date. In each of the above casesSections 8.7(b), together with any documented out-of-pocket fees (d) and expenses (including reasonable third-party attorneys’ and accountants’ feese) incurred in connection therewithshall apply mutadis mutandis.

Tax Indemnification. Company (a) From and after the Closing, Parent shall indemnify Investorpay or cause to be paid, and shall indemnify Acquiror and each Investor Indemnitee of its Affiliates (including the Company after the Closing Date) (collectively, the “Acquiror Tax Indemnified Parties”) and hold them the Acquiror Tax Indemnified Parties harmless from and against against, without duplication, (ai) any Loss attributable to any breach of Taxes imposed on or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business respect of the Company for all any Pre-Agreement Closing Tax Periods; Period, (dii) all any Taxes imposed on or with respect to the Parent or any of its respective Affiliates, (iii) any Taxes of any member other person (including Parent or any of an affiliated, consolidated, combined or unitary group of its Affiliates (other than the Company)) for any Pre-Closing Tax Period for which the Company (or any predecessor of the Company) is or was a member on or prior liable pursuant to the Initial Closing Date by reason of a liability under Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions similar provision of foreignstate, state provincial, local or local foreign Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of , as a transferee or successor liability or successor, by contract, relating to an event assumption, operation of law or transaction occurring before the Agreement Date. In each otherwise, (iv) any Losses arising or resulting from a breach of any of the above casesrepresentations or warranties contained in Section 3.17 (without regard to any materiality limitation set forth therein or any disclosed exception thereto) or any of the covenants in Section 5.1(b)(xx) or Article 8, together (v) any Taxes resulting from, attributable to, or arising in connection with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) breach of any Loss attributable to any breach covenant or violation agreement of, or failure to fully performany inaccuracy in or breach of any representation or warranty of, any covenantParent, agreement, undertaking Member or obligation in this Article VI; (ii) all Taxes of the Company or relating any of their Affiliates contained in this Agreement (without regard to the Business any materiality limitation set forth therein or any disclosed exception thereto), (vi) any Taxes for which Parent is responsible under Section 8.3, (vii) payment of any Tax as a result of any obligation to indemnify any other Person or as a result of any obligation under any agreement or arrangement entered into by the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date, (viii) any withholding Taxes imposed on Acquiror, Merger Sub or any their Affiliates resulting from the transactions contemplated by this Agreement and the Earnout Agreement to the extent not withheld pursuant to Section 2.10, and (ix) reasonable costs for the preparation and filing of any Tax Return required to be filed by or with respect to the Company for a Pre-Closing Tax Period; provided that Parent and Member shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Acquiror Tax Indemnified Parties from and against any Taxes to the extent such Taxes were included as a liability in the calculation of Closing Working Capital or Closing Indebtedness on the Closing Statement (as adjusted pursuant to Section 2.6(c)) (amounts for which Parent or Member is required to indemnify Acquiror pursuant to this Section 8.1, the “Parent Indemnified Taxes”). Notwithstanding the foregoing, Parent Indemnified Taxes shall not include (A) any Taxes resulting from a breach by Acquiror or its Affiliates of this Agreement, or (B) any Taxes resulting from any transactions occurring on the Closing Date after the Closing outside the ordinary course. For the avoidance of doubt, Taxes imposed on or in respect of the Company for any Pre-Closing Tax Period shall be computed taking into account in the taxable period that includes the Closing Date all income Tax deductions (to the extent at least “more likely than not” deductible by reason the Company in such taxable period) that result from or are attributable to expenses, fees or payments that are made by the Member or its Affiliate in connection with the transactions contemplated by this Agreement, including all such expenses, fees or payments that are included in the calculation of a liability the Final Merger Consideration. Parent’s obligation to pay or cause to be paid any amount under Treasury Regulation this Section 1.1502-6 or any comparable provisions of foreign8.1(a)(ii), state or local Law; (iv)-(vii) and (ivix) any and all Taxes of any person imposed on the Company arising under the principles of transferee shall be limited to amounts for which Acquiror or successor liability or by contract, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithits Affiliate would otherwise be liable.

Tax Indemnification. Company Except to the extent taken into account in the calculation of Final Net Operating Assets and without duplication, Parent shall indemnify Investorhereby indemnifies the Buyer Indemnitees against, and agrees to hold each Investor Indemnitee and hold of them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully performfrom, any covenantand all (i) Income Taxes (or the non-payment thereof) shown as due on any Tax Return filed in accordance with Section 6.01(a), agreementU.S. federal Income Taxes or Significant Other Income Taxes, undertaking or obligation in this Article VI; (c) all Taxes each case, of the Company or relating to the Business of the Company IPG Entities for all Pre-Agreement Closing Tax Periods; (d) all , including such Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company IPG Entities (or any predecessor of any of the Companyforegoing) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions analogous or similar state, local, or non-U.S. law or regulation, (ii) reasonable costs and expenses associated with amending (if such amendment is at the request of foreign, state or local Law; the Parent) and defending (esubject to Section 6.06) any and all Tax Return for any Pre-Closing Tax Period, (iii) 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 Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company the Sellers or any of their respective Affiliates (other than the IPG Entities); (iv) Taxes that directly result from the Reorganization (“Reorganization Taxes”); (v) Taxes to the extent arising out of or resulting from any breach by Parent Indemnitee and hold them harmless from and against or the Sellers of any covenant contained in this Article VI other than the covenants contained in the foregoing clauses (i) any Loss attributable through (iv) immediately above; (vi) Taxes to the extent arising out of or related to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined representation or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred warranty contained in connection therewith.Section

Tax Indemnification. Company Parent shall indemnify Investor, and each Investor Indemnitee and hold them harmless from and against (a) Sellers hereby indemnify Buyer and its officers, directors, employees, agents, representatives, Affiliates, successors and assigns (each a "Buyer Indemnified Party") against and agree to hold each Buyer Indemnified Party harmless from any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (bi) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes Tax of the Company or relating GT Companies with respect to the Business a Pre-Closing Tax Period, (ii) Tax as a result of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any GT Companies having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group group, or party to any Tax Sharing Agreement, (iii) (A) Tax of which the Company GT Companies resulting from a breach of the provisions of Section 2.10 (subject to Section 8.1) or Section 6.1(a) or resulting from any payment by any GT Company, or benefit granted by any GT Company, treated as an "excess parachute payment" within the meaning of Section 280G of the Code (or any predecessor corresponding provision of state, local or foreign Tax law), whether or not such payment or benefit is listed on Schedule 2.11(i), or (B)"gross up" or compensation obligation to any Person because of the Company) is imposition of any excise tax on a payment to, or was a member on or prior to the Initial Closing Date by reason grant of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignbenefit to, 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 contractsuch Person, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contractliabilities, relating to an event or transaction occurring after the Agreement Date. In each of the above casescosts, together with any documented out-of-pocket fees and expenses expenses, (including reasonable thirdexpenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (i), (ii) or (iii), (the sum of (i), (ii), (iii) and (iv) being referred to herein as a "Tax Loss"); provided that Sellers shall have no liability for the payment of such Tax Loss to the extent that such Tax Loss is reflected as a Current Liability on the Final Closing Statement. (b) For purposes of this Section 6.4, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the Pre-party attorneys’ Closing Tax Period shall (i) in the case of any Taxes other than gross receipts, sales or use Taxes and accountants’ feesTaxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) incurred in connection therewiththe case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (ii) shall be made in a manner consistent with prior practice of the GT Companies. (c) This Section 6.4 shall provide the exclusive remedy of the Buyer Indemnified Parties for Taxes and Tax Losses.

Tax Indemnification. Company Except to the extent treated as a liability in the calculation of Closing Working Capital, the Stockholders, the Optionholders and the Warrantholders shall, severally and not jointly (in accordance with their Pro Rata Shares), indemnify the Parent shall indemnify Investor, and each Investor Indemnitee Indemnitees and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.83.19; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to the Business of the Company for all Pre-Agreement Tax PeriodsClosing Taxes (including any Taxes payable with respect to a Straddle Period that are treated as Pre-Closing Taxes in accordance with Section 6.05 hereof);; (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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Closing Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ ' and accountants’ ' fees) incurred in connection therewith, the Stockholders, the Optionholders and the Warrantholders shall, severally and not jointly (in accordance with their Pro Rata Shares), reimburse Parent for any Taxes of the Company that are the responsibility of the Stockholders, the Optionholders and the Warrantholders pursuant to this Section 6.03 within ten Business Days after payment of such Taxes by Parent or the Company. Investor Notwithstanding anything to the contrary contained in this Agreement or otherwise, the Parent Indemnitees shall indemnify Company Parentnot be entitled to be indemnified or held harmless under this Agreement (including pursuant to a claim of breach of representation) for, and each Company Parent Indemnitee the Stockholders, the Optionholders and hold them harmless from and against the Warrantholders shall not be responsible for (i) any Loss Taxes (or Losses relating to Taxes) (A) that are taken into account in Closing Working Capital or paid prior to the Closing (including through estimated Tax payments or other prepayments of Tax), (B) any Post-Closing Taxes ((including any Taxes payable with respect to a Straddle Period that are not treated as Pre-Closing Taxes in accordance with Section 6.05), (C) attributable to any breach or violation oftransactions outside of the ordinary course of business that occur on the Closing Date after the Closing, or failure (E) which are Transfer Taxes for which Parent is responsible pursuant to fully performSection 6.01, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or any Losses relating to the Business availability of the Company for all Post-Agreement or limitations on, or reductions in or changes to, any Tax Periods; attributes (iii) all Taxes of any member of an affiliatedincluding, consolidatedwithout limitation, combined net operating or unitary group of which the Investor (capital losses, credit carryovers, Tax basis and depreciation or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithamortization periods).

Tax Indemnification. Company Parent (a) From and after the Closing, the Seller shall indemnify Investorthe Purchaser, its affiliates (including the Transferred Entities) and each Investor Indemnitee of their stockholders, members, partners, directors, officers, employees, agents, advisors and representatives (the “Purchaser Indemnitees”) against and hold them harmless from and against any Losses arising from, relating to or otherwise in respect of (ai) except as provided in Section 9.01(b), any Taxes imposed on the Business with respect to any Pre-Closing Tax Period, (ii) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company or relating to that may be imposed on the Business as a result of the Company for all Pre-Agreement Tax Periods; (d) all Taxes of any being a member of an affiliated, a consolidated, combined combined, unitary or unitary similar group of which the Company (corporations or other taxpayers at any predecessor of the Company) is or was a member time on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (eiii) any Transfer Taxes for which the Seller is liable under Section 5.04(b). (b) From and all Taxes of any person imposed on after the Company arising under Closing, the principles of transferee or successor liability or by contractPurchaser and the Transferred Entities shall, relating to an event or transaction occurring before jointly and severally, indemnify the Agreement Date. In Seller, its affiliates and each of their stockholders, members, partners, directors, officers, employees, agents and representatives (the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees“Seller Indemnitees”) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against any Losses arising from, relating to or otherwise in respect of (i) any Loss attributable Taxes imposed on the Business with respect to any breach or violation ofPost-Closing Tax Period, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all any Taxes of the Company or relating to that may be imposed on the Business as a result of being a member of a consolidated, combined, unitary or similar group of corporations or other taxpayers at any time after the Company for all Post-Agreement Tax Periods; Closing Date, (iii) all any Transfer Taxes of any member of an affiliated, consolidated, combined or unitary group of for which the Investor (or any predecessor of the Investor) Purchaser is or was a member on or prior to the Initial Closing Date by reason of a liability liable under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign5.04(b), state or local Law; and (iv) any Tax liability resulting from an election by the Purchaser under Section 338(g) of the Code as contemplated by Section 5.07 and all Taxes (v) any breach by the Purchaser or any of its affiliates of any person imposed on the Company arising under the principles of transferee or successor liability or by contractcovenant contained in Sections 5.05, relating to an event or transaction occurring after the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees 5.06 and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith5.07.

Tax Indemnification. Company Except to the extent taken into account in the calculation of Final Net Operating Assets and without duplication, Parent shall indemnify Investorhereby indemnifies the Buyer Indemnitees against, and agrees to hold each Investor Indemnitee and hold of them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully performfrom, any covenantand all (i) Income Taxes (or the non-payment thereof) shown as due on any Tax Return filed in accordance with Section 6.01(a), agreementU.S. federal Income Taxes or Significant Other Income Taxes, undertaking or obligation in this Article VI; (c) all Taxes each case, of the Company or relating to the Business of the Company IPG Entities for all Pre-Agreement Closing Tax Periods; (d) all , including such Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company IPG Entities (or any predecessor of any of the Companyforegoing) is or was a member on or prior to the Initial Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions analogous or similar state, local, or non-U.S. law or regulation, (ii) reasonable costs and expenses associated with amending (if such amendment is at the request of foreignthe Parent) and defending (subject to Section 6.06) any Tax Return for any Pre-Closing Tax Period, state (iii) Taxes of Parent, the Sellers or local Lawany of their respective Affiliates (other than the IPG Entities); (iv) Taxes that directly result from the Reorganization (“Reorganization Taxes”); (v) Taxes to the extent arising out of or resulting from any breach by Parent or the Sellers of any covenant contained in this Article VI other than the covenants contained in the foregoing clauses (i) through (iv) immediately above; (vi) Taxes to the extent arising out of or related to any breach of any representation or warranty contained in Section 3.14 and Section 3.13(g) and (h), except to the extent such Taxes are otherwise indemnified pursuant to the foregoing clauses (i) through (v) immediately above; and (evii) amounts assessed by a Governmental Authority against any IPG Entity for any Pre-Closing Tax Period as a result of such IPG Entity’s failure to remit required amounts in accordance with applicable escheat or unclaimed property Law; provided, however, that for purposes of this Section 6.05(a), Taxes shall include the amount of Taxes that would have been paid but for the application of any credit or loss deduction attributable to any Post-Closing Tax Period. Notwithstanding the foregoing, Parent shall have no Liability for any Taxes that are imposed on any IPG Entity, Parent, the Sellers, or any of their respective Affiliates, to the extent arising out of or resulting from any breach by Buyer of any covenant contained in Section 6.03 or any violations of the conditions of the tax rulings disclosed in Schedule 3.14(c) after the Closing Date (collectively, “Buyer Taxes”); provided, however, that Buyer Taxes shall not include, and all Parent shall remain liable for, any Taxes imposed on any IPG Entity, Parent, the Sellers, or any of their respective Affiliates, where the actions taken or elections made by Buyer or any of its Affiliates are required by applicable Law and consented to by Parent. Notwithstanding anything to the contrary in this Agreement, except with respect to Reorganization Taxes, Parent shall not indemnify the Buyer Indemnitees for Taxes of any person imposed on IPG Entity for any Post-Closing Tax Period, including Taxes resulting from the Company arising reduction in the carry forward from Tax attribute generated in a Pre-Closing Tax Period, unless such Taxes result from (A) adjustments under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each Section 481 of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor Code (or any predecessor corresponding or similar provision of state, local or foreign Income Tax Law) resulting from a breach of the Investorrepresentation in Section 3.14(i), or (B) is or was a member on or prior inclusions pursuant to Section 108(i) of the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 Code (or any comparable provisions corresponding or similar provision of foreignstate, state local or local foreign Income Tax Law; and (iv) 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 the Agreement Date. In each resulting from a breach of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred representation in connection therewithSection 3.14(i)(vi).

Tax Indemnification. Company Parent (a) From and after the Closing Date, Sylvan shall be liable for and shall indemnify Investor, and each Investor Indemnitee and hold them the Purchaser Indemnified Persons harmless from and against all losses, liabilities, damages, judgments, settlements and expenses (a) including interest and penalties recovered by a third party with respect thereto and reasonable attorneys’ fees and expenses and reasonable accountants’ fees and expenses incurred in the investigation or defense of any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes of the Company same or relating to the Business in asserting, preserving or enforcing any of the Company for all Pre-Agreement Tax Periods; rights of Purchaser arising under Article VIII) imposed on, sustained, incurred or suffered by the Purchaser Indemnified Persons (d) all Taxes of any member of an affiliatedincluding, consolidatedupon the Closing, combined the Target Subsidiaries), directly or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Initial Closing Date indirectly, by reason of or resulting from any and all Taxes imposed upon the Target Subsidiaries or in respect of the Targeted Businesses with respect or pursuant to (i) any taxable period ending on or before the Closing Date (a liability under “Pre-Closing Period”), (ii) any taxable period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), but only with respect to the portion of such Straddle Period ending on and including the Closing Date and in the manner provided in Section 8.1(c) hereof (such portion, a “Pre-Closing Straddle Period”), (iii) Treasury Regulation Section 1.1502-6 (or any comparable provisions provision under state, local or foreign law or regulation imposing several liability upon members of foreigna consolidated, state combined, affiliated or local Lawunitary group) for any Pre-Closing Period, (iv) a breach or inaccuracy in any representation contained in Section 3.22 of this Agreement; provided, that indemnification pursuant to this clause (iv) shall be subject to the limits contained in Section 9.1(d)(ii), Section 9.1(d)(iii), Section 9.2 and Section 9.5, (ev) breaches of any covenant of the Sellers set forth in this Article VIII, Section 1.5 or Section 5.10(c) or (vi) Taxes other than Transfer Taxes attributable to the Sellers and arising from the Transactions. (b) From and after the Closing Date, the Purchaser shall be liable for and shall indemnify and hold the Sellers and their Affiliates harmless from and against all losses, liabilities, damages, judgments, settlements and expenses (including Table of Contents interest and penalties recovered by a third party with respect thereto and reasonable attorneys’ fees and expenses and reasonable accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights of the Sellers arising under Article VIII) imposed on, sustained, incurred or suffered by the Sellers or their Affiliates, directly or indirectly, by reason of or resulting from any and all Taxes of any person imposed on upon the Company arising under the principles of transferee Target Subsidiaries or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each in respect of the above cases, together Targeted Businesses with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against respect or pursuant to (i) any Loss attributable taxable period beginning after the Closing Date (a “Post-Closing Period”), (ii) any Straddle Period, but only with respect to the portion of such Straddle Period beginning the day after the Closing Date and in the manner provided in Section 8.1(c) hereof (such portion, a “Post-Closing Straddle Period”) and (iii) Taxes imposed as a result of a breach of any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation covenant of Purchaser set forth in this Article VI; VIII or Section 1.5. (c) For purposes of calculating the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the portion of such Taxes related to the portion of such Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income, sales, gross receipts, premiums, wages, capital expenditures or expenses, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) all in the case of any Taxes of the Company based upon or relating related to income, sales, gross receipts, premiums, wages, capital expenditures or expenses, be deemed to be equal to the Business of amount which would be payable if the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Straddle Period ended on and included the Investor (or any predecessor of the Investor) is or was a member on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.

Tax Indemnification. Company Parent (a) Upon the terms and conditions of this Agreement, if the Closing occurs, the Sellers (each, a “Seller Tax Indemnifying Party), jointly and severally, shall pay or cause to be paid, and shall indemnify Investoreach Purchaser Tax Indemnified Party and agree to protect, save and hold each Business Subsidiary, Purchaser and their respective Affiliates and the stockholders, members, general partners, limited partners, officers, directors, and employees of each Investor Indemnitee and hold of them (in each case, other than the Sellers) (any such person entitled to indemnification hereunder, a “Purchaser Tax Indemnified Party”) harmless from and against any and all liabilities, costs, expenses (a) any Loss attributable to any breach including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or inaccuracy incident to (including costs incurred in any representation the good faith contest of the imposition, assessment or warranty made in Section 3.8; assertion of): (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Taxes of the Company or relating Business Subsidiaries allocable to the Business of the Company for all a Pre-Agreement Tax Periods; (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 on or prior to the Initial Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless from and against (i) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VIPeriod; (ii) all Taxes of the Company Sellers or relating to the of a Relevant Group that includes a Business Subsidiary and ARM or an Affiliate of the Company for all Post-Agreement Tax Periods; ARM that is not a Business Subsidiary, (iii) all Taxes allocable to a Pre-Closing Period of any member Relevant Group that includes only Business Subsidiaries, (iv) all Taxes relating to the Business or the Business 1-NY/2171027.1 56 Assets for any period or portion of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) is or was a member period ending on or prior to the Initial Closing Date by reason Date, (v) all Taxes of any Person for which a liability Business Subsidiary is liable (W) under Treasury Regulation Regulations Section 1.1502-6 of the Treasury Regulations (or any comparable similar provision of state, local or foreign Law) with respect to a consolidated, combined, unitary or similar Tax group of which such Business Subsidiary, or a predecessor thereof, was a member prior to the Closing Date or on the Closing Date prior to the Closing, (X) as a transferee or successor by operation of Law, where such Business Subsidiary became a transferee or successor simultaneous with (if the transaction giving rise to such transferee or successor liability was arranged by a Seller) or prior to the Closing, (Y) by contract, where such contract was entered into simultaneous with (if the entry into such contract was arranged by a Seller ) or prior to the Closing or (Z) otherwise, where such Business Subsidiary’s liability is the result of circumstances prior to the Closing, (vi) all Taxes resulting from a Permitted Section 338 Election, an Announced Restructuring Action or an Other Transaction Restructuring Action, (vii) a failure of a representation or warranty set forth in Section 4.11 hereof, or a Tax-related representation or warranty of a Seller set forth in Annex B, to be true on the date hereof or on the Closing Date (as determined without regard to any qualifiers contained in such representation or warranty or in the introductory language to Section 4.11 relating to knowledge or materiality, whether expressed by reference to “Knowledge,” “material” or “Business Material Adverse Effect” or otherwise) or a breach of a covenant or agreement set forth in Section 6.05(c) or 6.20 hereof or a Tax-related covenant or agreement set forth in Annex C, (viii) the failure of any Relevant Group, Business Subsidiary or Asset Seller to timely file or provide to any Person or to otherwise comply with any requirements relating to a Tax Return, which failure, in the case of a Business Subsidiary or a Relevant Group that includes only Business Subsidiaries, occurs prior to the Closing, (ix) any Transfer Taxes for which Sellers are responsible pursuant to Section 12.07 hereof, (x) the remitting to a governmental authority or other appropriate person of amounts withheld by a Business Subsidiary from a payment prior to the Closing, where (a) the liability to so remit was not treated as a Current Liability actually taken into account in determining Final Working Capital and (b) the amount withheld and retained was not actually excluded from being treated as a Current Asset in determining Final Working Capital, (xi) any liability of a Purchaser for Taxes of another Person as a result of the transfers provided for herein (including any liability with respect to Taxes as a result of any failure to comply with any bulk sales or similar Law of any Governmental Authority), (xii) any failure of Sellers to comply with the provisions of foreignthis Article XII and (xiii) any liability imposed on Purchasers as a result of making payments under Article III hereof to ARM, state rather than to ARMCo or local Law; another Seller. Notwithstanding the foregoing, the Seller Tax Indemnifying Parties will not indemnify, defend or hold harmless any Purchaser Tax Indemnified Party for (1) Taxes attributable to any action of a Business Subsidiary or Purchaser taken on the Closing Date simultaneous with or after the Closing, that is (i) outside the Ordinary Course of Business, (ii) neither provided for in this Agreement (with actions provided for in this Agreement including, without limitation, (a) such acts as may be undertaken to comply with the covenants set forth in Section 6.20 hereof, (b) the termination of Tax sharing agreements or arrangements as provided for in Section 12.04(e), (c) the actions provided for in Section 6.14 and 6.15, (d) all Restructuring Actions and (e) such actions as Purchaser and Seller may agree with respect to after signing, and (iii) not arranged by Sellers or any of their Affiliates (an action described in this sentence, a “Purchaser Tax Act”), (2) Taxes arising from the sale by ArvinMeritor Emissions Technologies GmbH of ArvinMeritor Emissions Technologies Kft pursuant to this Agreement and the distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of the proceeds of such sale as a distribution in respect of its shares, except to the extent that such Taxes result from a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof, (3) Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH, in connection with the Closing, of proceeds from a securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, except to the extent that such Taxes result from a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof, or (4) any costs of contesting an item described in the preceding sentence incurred at the direction of a Purchaser or a Purchaser Affiliate after a Seller Tax Indemnifying Party has agreed to pay the full amount of such item without further contest, other than any such costs associated with the making of such payment or the termination of the related proceeding. (b) Upon the terms and conditions of this Agreement, if the Closing occurs, Purchasers and, following the Closing, the Business Subsidiaries, jointly and severally, shall pay or cause to be paid, and shall indemnify each Seller Tax Indemnitee and agree to protect, save and hold each Seller and their respective Affiliates, stockholders, members, general partners, limited partners, officers, directors, and employees (any such person entitled to indemnification hereunder, a “Seller Tax Indemnitee”) harmless from and against any and all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to (including costs 1-NY/2171027.1 57 incurred in the good faith contest of the imposition, assessment or assertion of): (i) all Taxes of the Business Subsidiaries allocable to a Post-Closing Period or imposed as a result of the operation of the Business Assets or the Business following the Closing, except, in each case, to the extent Sellers are otherwise required to indemnify in respect of such Taxes pursuant to this Article XII, (ii) all Taxes attributable to any Purchaser Tax Act, (iii) any Transfer Taxes for which Purchasers are responsible under Section 12.07 hereof, (iv) any aggregate net increase in Taxes (over what they would have been had the shares in Zeuna Starker Srl been acquired instead) resulting from the making of the election provided in Section 6.20(b), (v) any aggregate net increase in Taxes (over what they would have been had this Agreement provided for a purchase of the German Minority Interests at the Closing) from the use of the put and all call options with respect to the German Minority Interests, (vi) Taxes resulting from business restructuring actions to be undertaken at ArvinMeritor Emissions Technologies, S.A. following the Closing, other than any such Taxes as may be imposed on a Seller or a Seller Affiliate, (vii) any aggregate net increase in Taxes (over what they would have been had the shares of ArvinMeritor Emissions Technologies GmbH been acquired under this Agreement while ArvinMeritor Emissions Technologies GmbH still held the interests in ArvinMeritor Emissions Technologies Kft) resulting from the sale provided for herein of the interests in ArvinMeritor Emissions Technologies Kft, provided that for purposes of determining such excess, any Taxes related to the sale provided for herein of the interests in ArvinMeritor Emissions Technologies Kft attributable to a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof shall be disregarded and (viii) any Taxes arising from the distribution by ArvinMeritor Emissions Technologies GmbH in connection with the Closing of proceeds of a securitization arranged as part of Purchaser’s direct or indirect financing of acquisitions provided for herein, except any such Taxes attributable to a failure of a representation or warranty set forth in Section 4.11(hh), (ii) or (jj) to be true or a breach of the covenant set forth in Section 6.20(f) hereof; provided that the aggregate net Taxes indemnified hereunder under each of clause (iv), (v), (vi), (vii) and (viii) hereof, in each case, may not exceed the aggregate net increase in Taxes described in such clause to the Seller Tax Indemnitees (so that effects on different Seller Tax Indemnitees are netted on an aggregate basis). Notwithstanding the foregoing, Purchasers and the Business Subsidiaries shall not indemnify a Seller Tax Indemnitee (a) for any item which a Seller Indemnifying Party has an indemnification obligation under this Article XII, (b) in respect of any person imposed on Tax liability of a Joint Venture or a Subsidiary of a Joint Venture, (c) for any costs of contesting an item described in clause (i), (ii) or (iii) incurred at the Company direction of a Seller, a Seller Tax Indemnitee or an Affiliate of either a Seller or a Seller Tax Indemnitee after a Purchaser or Business Subsidiary has agreed to pay the full amount of such item without further contest, other than any such costs associated with the making of such payment or the termination of the related proceeding or (d) for any Tax arising under from a Announced Restructuring Action or an Other Transaction Restructuring Action. (c) Notwithstanding any other provision of this Agreement to the principles of transferee or successor liability or by contract, contrary: (a) this Article XII together with Section 3.04 shall govern all matters relating to Taxes or which are otherwise addressed herein, (b) the obligations of the parties set forth in this Article XII shall not be subject to the terms of Article XIV (other than Sections 14.04 and 14.05; provided, however, that (x) the provisions of Section 14.05(a) relating to adjustment for Tax effects shall not apply to payments pursuant to Sxxxxxx 00.00, Xxxxxxx 00.00(x)(x), (xx), (xxx), (xx) or (ix), Section 12.02(b)(i) or (iii), Section 12.06 or Section 12.07 and (y) in no event shall any adjustment for Tax effects pursuant to the provisions of Section 14.05(a) take into account, with respect to an event indemnity claim under Section 12.02(a)(vi) any Tax benefits to the Purchasers or transaction occurring after any of their Affiliates arising from a Permitted Section 338 Election or the Agreement DateTransaction Restructurings (including, without limitation, the making of any “check the box” elections in connection with the provisions of Section 6.20 hereof). In each the event of the above casesany inconsistency between this Article XII and Article XIV, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewiththis Article XII shall control.

Tax Indemnification. Company Parent (a) From and after the Closing Date (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing Date), Trimble shall indemnify Investor, and each Investor Indemnitee and hold them harmless AGCO from and against any Liabilities arising from or relating to: (ai) any Loss attributable to Taxes imposed on the Company or any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Taxes member of the Company or relating to the Business of the Company Group for all any Pre-Agreement Tax Periods; Closing Date Period, (dii) all any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor member of the Company) Company Group is or was a member on or prior to the Initial Closing Date by reason of a liability under (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing), including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local or local Law; and non-U.S. law, (eiii) any and all Taxes of any person Person imposed on the Company arising under or any member of the principles of Company Group for any period as a transferee or successor liability or by contract, relating to an event or in respect of any transaction occurring before on or prior to the Agreement Date. In each Closing (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing), by law, contract or otherwise, (iv) any Taxes in respect of the above casesBusiness Assets or the Assumed Liabilities for any Pre-Closing Date Period, together with (v) any documented outbreach of the representations and warranties set forth in Section 3.16, (vi) any Taxes, other than Carve-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred Out Transfer Taxes, arising in connection therewith. Investor with, or resulting from, the Carve-Out Restructuring, and (vii) fifteen percent (15%) of any Transfer Taxes (other than Carve-Out Transfer Taxes or JCA Transfer Taxes) as described in Section 9.7. (b) From and after the Closing Date, AGCO shall indemnify Company Parent, and each Company Parent Indemnitee and hold them harmless Trimble from and against any Liabilities arising from or relating to: (i) any Loss attributable to Taxes imposed on any breach or violation ofof the JCA Entities for any Pre-Closing Date Period, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ii) all Taxes of the Company or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all any Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (or any predecessor of the Investor) JCA Entity is or was a member on or prior to the Initial Closing Date by reason of a liability under Closing, including pursuant to Treasury Regulation Regulations Section 1.1502-6 or any comparable provisions analogous or similar state, local or non-U.S. law, (iii) any Taxes of foreignany Person imposed on any of the JCA Entities for any period as a transferee or successor in respect of any transaction occurring on or prior to the Closing, state by law, contract or local Law; and otherwise, (iv) any breach of the representations and all Taxes warranties set forth in Section 4.16, (v) any Taxes, other than JCA Transfer Taxes, arising in connection with, or resulting from, the JCA Contribution, and (vi) eighty-five percent (85%) of any person imposed on Transfer Taxes (other than Carve-Out Transfer Taxes or JCA Transfer Taxes) as described in Section 9.7. (c) Notwithstanding anything in this Agreement to the Company arising under the principles of transferee or successor liability or by contractcontrary, relating to an event or transaction occurring after the Agreement Date. In each of the above casesrights and obligations of the Parties set forth in this Section 9.8 shall continue in full force and effect until the date that is sixty (60) days following the expiration date of the applicable statute(s) of limitation relating thereto (giving effect to any extensions thereof). (d) Notwithstanding anything in this Agreement to the contrary, together to the extent of any conflict between this Article IX and any other Article of this Agreement relating to the rights and obligations of the Parties with respect to indemnification for any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewithall matters related to Taxes, this Article IX shall govern, and, for the avoidance of doubt, Article XII shall not apply with respect to any claims for indemnification pursuant to this Section 9.8 except as provided therein.

Tax Indemnification. Company Parent (a) Seller shall indemnify Investor, and each Investor Indemnitee the Purchaser Indemnified Parties and hold them harmless from and against (a) any Loss of any kind or character arising out of or in any manner incident, relating or attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.8; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (ci) all Taxes (or the non-payment thereof) of Seller and the Company Seller Subsidiaries for all Taxable periods ending on or relating prior to the Business Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Company for all Closing Date (“Pre-Agreement Closing Tax Periods; Period”), and (dii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Seller or the Company Seller Subsidiaries (or any predecessor of any of the Companyforegoing) is or was a member on or prior to the Initial Closing Date by reason solely as a result of a liability under Treasury Regulation Section §1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local, or local Law; and (e) foreign law or regulation, provided, however, that Seller shall not indemnify 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 Agreement Date. In each of the above cases, together with Purchaser Indemnified Parties or hold any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith. Investor shall indemnify Company Parent, and each Company Parent Indemnitee and hold of them harmless from and against or against, (iI) any Loss attributable Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law in connection with or as a result of the purchase of the Shares or that result from Purchaser, any Affiliates of Purchaser, Seller or either of the Seller Subsidiaries engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Seller Subsidiaries for federal, state, local or other Tax purposes, and (II) any Taxes imposed on either of the Seller Subsidiaries or for which either of the Seller Subsidiaries may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation §1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing (Taxes described in clauses (I) and (II) of this proviso, hereinafter “Excluded Taxes”). Purchaser and Seller agree that, with respect to any breach transaction described in clause (II) of the preceding sentence, Purchaser and Seller and all persons related to Purchaser and Seller under Code §267(b) immediately after the Closing shall treat the transaction for all federal income Tax purposes (in accordance with Treasury Regulation §1.1502-76(b)(1)(ii)(B)), and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or violation ofcredit for) Taxes allocable to any Pre-Closing Tax Period. (b) Purchaser shall indemnify, or failure to fully performdefend and hold harmless the Seller Indemnified Parties from, against and with respect to, any covenantLoss of any kind or character, agreementarising out of or in any manner incident, undertaking relating or obligation in this Article VI; attributable to, (iiA) all Taxes of the Company Seller Subsidiaries, or relating to the Business of the Company for all Post-Agreement Tax Periods; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Investor (Seller Subsidiaries may otherwise be liable, for any taxable year or any predecessor of period that begins after the Investor) is or was a member on or prior to the Initial Closing Date by reason and, with respect to any Straddle Period, the portion of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; such Straddle Period beginning after the Closing Date and (iv) 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 the Agreement Date. In each of the above cases, together with any documented out-of-pocket fees and expenses (including reasonable third-party attorneys’ and accountants’ fees) incurred in connection therewith.B)