Common use of Tax Indemnities Clause in Contracts

Tax Indemnities. (a) From and after the Closing Date, Seller agrees to indemnify Purchaser, against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect to the Subject Business Assets. (b) From and after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing Date. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit shall be prorated in the same manner as the Tax to which such credit relates would be prorated, as described in the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a) From The Seller shall indemnify and hold each Purchaser Indemnified Party harmless against all Excluded Taxes (except to the extent that such Taxes are reflected as a liability in the Net Working Capital). The Purchaser shall indemnify and hold each Seller Indemnified Party harmless against all Taxes and associated expenses (i) resulting from any act, transaction or omission of the Purchaser, the Company or any Subsidiary occurring on the Closing Date after the Closing Date, Seller agrees to indemnify Purchaser, against all Taxes (i) imposed on Seller that is not in the ordinary course of business or any member of an affiliated group with which Seller files a consolidated contemplated by this Agreement or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as resulting from an election under Section 338(g) of the Closing Date Code with respect to the Subject Business Assetstransactions contemplated by this Agreement. (b) From and after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing Date. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of Taxes that are payable with respect to a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing DateStraddle Period, the portion of any such Taxes payable for Tax that is allocable to the portion of the taxable period ending on the date of the Closing Date shall be be: (i) in the case of any Tax other than a Tax Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided under Section 7.06), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended on the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Company or any Subsidiary, or otherwise measured by incomethe level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Tax Taxes for the entire period immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing DateStraddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the same manner as the type of Tax to which such credit relates would be prorated, as described in the preceding sentencerefund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d7.01(b) shall be computed by reference to the level of such items on the date of the Closing. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company and the Subsidiaries unless otherwise required by applicable Law. (c) Payment by the indemnifying party of any amount due under this Section 7.01 shall be made within 10 days following written notice by the indemnified party that payment of such amounts to the appropriate taxing authority is due, provided that the indemnifying party shall not be required to make any payment earlier than five Business Days before it is due to the appropriate taxing authority. If the Seller receives an assessment or other notice of Taxes due with respect to the Company and any Subsidiary for any taxable period (or portion of any taxable period) ending on or before the date of the Closing Datefor which the Seller is not otherwise responsible, in whole or in part, pursuant to this Agreement because such Taxes are reflected as a liability in Net Working Capital, then the Purchaser shall pay such Taxes for which the Seller is not responsible, or if the Seller pays such Taxes, then the Purchaser, the Company or any Subsidiary shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within 10 days following such payment provided that the Seller shall not be required to make any payment earlier than five Business Days before it is due to the appropriate taxing authority. In the case of a Tax that is contested in accordance with the provisions of Section 9.05, payment of the Tax to the appropriate taxing authority will be considered to be due no earlier than the date a final determination to such effect is made by the appropriate taxing authority or court.

Tax Indemnities. (a) From and after the Closing Date, Seller agrees to indemnify Purchaser, against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect to the Subject Business Assets. (b) From and after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing Date. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority 581500.1 or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit shall be prorated in the same manner as the Tax to which such credit relates would be prorated, as described in the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a) From and after the Closing Date, each Seller agrees agrees, on a several and not joint basis, up to its Pro Rata Share of such indemnified amounts, to indemnify Purchaser, the Purchaser and each Company against all Income Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period Company for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as before the Closing Date, to the extent that such Income Taxes are in excess of the amount reserved for such Taxes on the Closing Balance Sheet; provided, however, that no indemnity shall be provided under this Agreement for the following: (i) any Income Taxes resulting from any transaction of such Company occurring on the Closing Date with respect to but after the Subject Business AssetsClosing that is not in the ordinary course of business; (ii) any incremental Income Taxes incurred by the Sellers or Alandco as a result of the Elections contemplated by Section 7.05 hereof; and (iii) any incremental Income Taxes arising from any election under Section 338 of the Code or similar provisions of state or local law other than the Elections. The Purchaser shall be responsible for, and shall indemnify the Sellers against, all Taxes for which the Purchaser is not indemnified under this Section 7.01. (b) From and after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing Date. (c) Payment by the indemnitor Sellers of any amount Income Taxes due under this Section 7.01 shall be made within ten days following written notice by the indemnitee Purchaser that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor Sellers shall not be required to make any payment (i) earlier than two days before it is such Taxes are due to the appropriate tax authority authority. If any Seller receives an assessment or other notice of Income Tax due with respect to any Company for any period ending on or before the Closing Date for which the Sellers are not responsible, in whole or in part, pursuant to paragraph (iia) of this Section 7.01, and any Taxes which such Seller is obligated by a taxing authority to pay such Tax prior to the indemnitor has by all appropriate proceedings elected Purchaser or a Company exercising its rights to contest and such tax, then the Purchaser or such Company shall indemnify such Seller, within ten days following written notice to the Purchaser that such payment has been made to the appropriate taxing authority, for the amount of such Tax for which such Seller is contesting diligently and in good faithnot responsible. In the case of a an Income Tax that is so contestedcontested in accordance with the provisions of Section 7.03, payment of the such Tax to the appropriate tax taxing authority will not be considered to be due no earlier than the date a final determination to such effect is made by the appropriate taxing authority or a courtcourt of proper jurisdiction. (dc) For purposes of this Agreement, in the case of any Income Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and that ends after the Closing Date, the portion of any such Taxes payable for Income Tax that is allocable to the portion of the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date. Any credit shall be prorated in the same manner as the Tax to which such credit relates would be prorated, as described in the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a) From The Seller shall be responsible for and after shall indemnify and hold the Closing Date, Purchaser and its Affiliates harmless against all Excluded Taxes and associated expenses. The Purchaser shall be responsible for and shall indemnify and hold the Seller agrees to indemnify Purchaser, and its Affiliates harmless against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect to the Subject Business Assetsassociated expenses other than Excluded Taxes. (b) From and after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing Date. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of Taxes that are payable with respect to a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing DateStraddle Period, the portion of any such Taxes payable for Tax that is allocable to the portion of the taxable period ending on the date of the Closing Date shall be be: (i) in the case of any Tax other than a Tax Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided under Section 7.06), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended on the date of the Closing; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of either Company, or otherwise measured by incomethe level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Tax Taxes for the entire period immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of days in the period ending on the date of the Closing Date and the denominator of which is the number of days in the entire period and Straddle Period. (iiiii) in Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be allocated to the case portion of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended Straddle Period ending on the Closing Date. Any credit shall be prorated Date and/or the portion of the Straddle Period beginning after the Closing Date based upon the method employed in Section 7.01(b)(i) and Section 7.01(b)(ii) taking into account the same manner as the type of Tax to which such the credit relates would be prorated, as described in the preceding sentenceor refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d7.01(b) shall be computed by reference to the level of such items on the date of the Closing. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Companies. (c) Payment by the indemnifying party of any amount due under this Section 7.01 shall be made within 30 days following written notice by the indemnified party that payment of such amounts to the appropriate taxing authority is due, provided that the Purchaser shall comply with its obligation to promptly notify the Seller under Section 7.03(a), and provided further, that the indemnifying party shall not be required to make any payment earlier than five days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller or any of its Affiliates receives an assessment or other notice of Taxes due with respect to either Company for which the Seller is not responsible, in whole or in part, pursuant to Section 7.01(a), then the Purchaser shall pay such Taxes, or if the Seller or any of its Affiliates pays such Taxes, then the Purchaser or the Companies shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment. In the case of a Tax that is contested in accordance with the provisions of Section 7.03, payment of the Tax to the appropriate taxing authority will be considered to be due no earlier than the date a final determination to such effect is made by the appropriate taxing authority or court. (d) Transactions occurring or actions taken on the Closing Date, but after the Closing, outside the Ordinary Course of Business of the Companies and not contemplated by this Agreement shall be treated as occurring on the next day and as such shall for purposes of this Agreement be treated (and consistently reported by the parties) as occurring in the taxable period (or portion thereof) beginning the day after the Closing Date.

Tax Indemnities. (a) From and after the Closing Date, Seller agrees to shall indemnify Purchaser, Purchaser and each Company against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return Tax Return (other than the Companies) with respect to any taxable period for which Seller that ends on or any member of an affiliated group with Seller files (before the Closing Date or is required by law to file) an income tax return, and includes the Closing Date; (ii) imposed on Seller any Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, in excess of any amount reserved for Taxes on such Company's Financial Statements or (iii) arising as a result of the Election; provided, however, that no indemnity shall be provided under this Agreement for any Tax resulting from any transaction of any Company occurring on the Closing Date with respect to but after the Subject Closing that is not in the ordinary course of the Business Assetsother than the Election. (b) From and after the Closing Date, Purchaser shall and each Company shall, jointly and severally, indemnify Seller and its Affiliates against all taxes Taxes imposed on or with respect to such Company that are not subject to indemnification pursuant to paragraph (a) of this Section 7.01, including Taxes resulting from any transaction of the Subject Business Assets with respect to any taxable period or portion thereof beginning Company occurring on the Closing Date but after the Closing Datethat is not in the ordinary course of the Business. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten 10 days following written notice by the indemnitee that payment of such amounts to the appropriate tax Tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faithTax authority. In the case of a Tax that is so contestedcontested in accordance with the provisions of Section 7.03, payment of the Tax to the appropriate tax Tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing such Tax authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit shall be prorated based upon the fraction employed in the same manner as the Tax to which such credit relates would be prorated, as described in clause (i) of the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a) From and after the Closing --------------- Date, Seller agrees to shall indemnify Purchaser, Purchaser and each Company against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return Tax Return (other than the Companies) with respect to any taxable period for which Seller that ends on or any member of an affiliated group with Seller files (before the Closing Date or is required by law to file) an income tax return, and includes the Closing Date; (ii) imposed on Seller any Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, in excess of any amount reserved for Taxes on such Company's Financial Statements or (iii) arising as a result of the Election; provided, however, that no indemnity shall be provided under this -------- ------- Agreement for any Tax resulting from any transaction of any Company occurring on the Closing Date with respect to but after the Subject Closing that is not in the ordinary course of the Business Assetsother than the Election. (b) From and after the Closing Date, Purchaser shall and each Company shall, jointly and severally, indemnify Seller and its Affiliates against all taxes Taxes imposed on or with respect to such Company that are not subject to indemnification pursuant to paragraph (a) of this Section 7.01, including Taxes resulting from any transaction of the Subject Business Assets with respect to any taxable period or portion thereof beginning Company occurring on the Closing Date but after the Closing Datethat is not in the ordinary course of the Business. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten 10 days following written notice by the indemnitee that payment of such amounts to the appropriate tax Tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faithTax authority. In the case of a Tax that is so contestedcontested in accordance with the provisions of Section 7.03, payment of the Tax to the appropriate tax Tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing such Tax authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit shall be prorated based upon the fraction employed in the same manner as the Tax to which such credit relates would be prorated, as described in clause (i) of the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a) From and after the Closing Date, Seller agrees to indemnify Purchaser, against all Taxes (i) Xxxxxxxxx shall be responsible for, shall pay or cause to be paid, and QuickHire, XxXxxxxxx and Xxxxxxxxx shall indemnify, defend and hold harmless Buyer and its affiliates, on a joint and several basis, against and reimburse Buyer and its affiliates for any and all taxes that may be imposed on Seller upon or any member of an affiliated group with which Seller files a consolidated assessed against ITi or combined income tax return its assets: (i) with respect to any taxable period for which Seller or any member of an affiliated group with Seller files Pre-Closing Period (or is required by law to file) an income tax returnas defined in Section 6.5(b)(ii)), and (ii) imposed on Seller with respect arising by reason of any breach or inaccuracy of the representations relating to ITi contained in Section 4.9 hereof. (ii) Subject to Section 6.5(c), payment by QuickHire, XxXxxxxxx or Xxxxxxxxx of any amount due to Buyer under this Section 6.5(c) shall be made within ten (10) days following written notice by Buyer that payment of such amount to the appropriate tax authority is due by Buyer. (iii) For purposes of this Section 6.5, "Pre-Closing Period" shall mean a taxable period or portion thereof that ends on or as of prior to the Closing Date. If a taxable period begins on or prior to the Closing Date with respect to the Subject Business Assets. (b) From and ends after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to then the Subject Business Assets with respect to any portion of the taxable period or portion thereof beginning after that ends on (and including) the Closing Date. (c) Payment by the indemnitor of any amount due under this Section 7.01 Date shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faithconstitute a Pre-Closing Period. In the case of a Tax that is so contested, payment of the Tax to the appropriate any tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes taxes payable for the period ending on the Pre-Closing Date Period shall be (i) in the case of any Tax tax other than a Tax tax based upon or measured by income, the amount of such Tax tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax tax based upon or measured by income, the amount which that would be payable if the taxable year ended on the Closing Date. Any credit . (iv) The indemnification provided for in this Section 6.5 shall be prorated in the same manner as the Tax to which such credit relates would be prorated, as described in the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference without regard to the level of such items limitations on the Closing Dateindemnification rights contained in Section 6.8.

Tax Indemnities. (a) From and after the Closing Date, Seller agrees to indemnify Purchaser, Buyer and Company against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return Tax Return with respect to any taxable period for which Seller that ends on or before the Closing Date, including any member Taxes resulting from or attributable to Seller’s sale of an affiliated group with Seller files (the Shares, or is required by law to file) an income tax return, and (ii) without duplication with respect to the Working Capital Adjustment, imposed on Seller Company with respect to any taxable period (or portion thereof thereof) that ends on or before the Closing Date, or, without duplication, (iii) any Taxes imposed on the Company as a result of the Sale-Leaseback, provided, however, that no indemnity shall be provided under this Agreement for any Taxes resulting from any transaction of Company occurring after the Closing Date Date. Any indemnity payment made by Seller pursuant to this Section 11.1 shall, in accordance with respect Section 11.5(a), be treated for tax purposes as an adjustment to the Subject Business AssetsPurchase Price and shall not include or require any gross-up for Taxes on such indemnity payment. (b) From and after the Closing Date, Purchaser Buyer shall indemnify Seller and its Affiliates against all taxes Taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period Company and transactions for or portion thereof beginning that occur in periods that begin after the Closing Date. Any indemnity payment made by Buyer pursuant to this Section 11.1(b). shall, in accordance with Section 11.5(a), be treated for tax purposes as an adjustment to the Purchase Price and shall not include or require any gross-up for Taxes on such indemnity payment. (c) Payment by the indemnitor of any amount due Any indemnity payment required under this Section 7.01 11.1 shall be made within ten (10) business days following written notice by the indemnitee party to be indemnified that payment of such amounts the amount for which indemnity is sought is then due to the appropriate tax authority is dueTax authority; provided, provided however that the indemnitor no indemnity payment shall not be required to make any payment (i) earlier be made more than two (2) business days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faithTax authority. In the case of a Tax that is so contestedcontested pursuant to Section 11.3, payment of the Tax to the appropriate tax Tax authority will not be considered to be due earlier than the date until a final non-appealable determination to such effect is made by the appropriate taxing Tax authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes Tax payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by incomeincome or wages, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by incomeincome or wages, the amount which would be payable if the taxable year ended on the Closing Date. Any credit or prepayment shall be prorated based upon the fraction employed in clause (i) of the same manner as the Tax to which such credit relates would be prorated, as described in the next preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d11.1(d) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a) From and after the Closing Date, the Seller agrees shall be responsible for, shall pay or cause to be paid, and shall indemnify Purchaser, and hold harmless the Purchaser and the Acquired Subsidiaries against all Taxes (i) imposed on the Seller or any member of an affiliated group with which the Seller files a consolidated or combined income tax return Tax Return (other than the Acquired Subsidiaries) with respect to any taxable Tax period for which Seller that ends on or any member of an affiliated group with Seller files (before the Closing Date or is required by law to file) an income tax return, includes the Closing Date and (ii) imposed on Seller the Acquired Subsidiaries with respect to any taxable Tax period or portion thereof that ends on or as before the Closing Date, in excess of the amount reserved for Taxes in the Financial Statements; provided, however, that no indemnity shall be provided under this Agreement for any Tax resulting from any transaction of the Acquired Subsidiaries occurring on the Closing Date with respect to but after the Subject Business AssetsClosing that is not in the ordinary course of business other than any Tax incurred as a result of the Election. (b) From and after the Closing Date, the Purchaser and the Acquired Subsidiaries shall, jointly and severally, be responsible for, shall pay or cause to be paid, and shall indemnify and hold harmless the Seller and its Affiliates against all taxes Taxes imposed on or with respect to the Subject Business Assets with respect Acquired Subsidiaries that are not subject to indemnification pursuant to paragraph (a) of this Section 7.01, including Taxes resulting from any taxable period or portion thereof beginning after transaction of the Acquired Subsidiaries occurring on the Closing Date, but after the Closing, that is not in the ordinary course of business other than any Tax incurred as a result of any Election. (c) Payment by the indemnitor of any amount due to the indemnitee under this Section 7.01 shall be made within ten (10) days following written notice by the indemnitee that payment of such amounts to the appropriate tax Tax authority is duedue by the indemnitee, provided that the indemnitor shall not be required to make any payment (i) earlier than two five (5) days before it is due to the appropriate tax authority Tax authority. If the Seller receives an assessment or (ii) other notice of Tax due with respect to the Acquired Subsidiaries for any Taxes period ending on or before the Closing Date for which the indemnitor has by Seller is not responsible, in whole or in part, pursuant to Section 7.01(a) because all appropriate proceedings elected or a part of such Tax does not exceed the amount reserved for Taxes in the Financial Statements, and the Seller or any of its Affiliates pay such Tax, then the Purchaser or an Acquired Subsidiary shall pay to contest and the Seller, in accordance with the first sentence of this Section 7.01(c), the amount of such Tax for which the Seller is contesting diligently and in good faithnot responsible. In the case of a Tax that is so contestedcontested in accordance with the provisions of Section 7.03, payment of the Tax to the appropriate tax Tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing such Tax authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit shall be prorated based upon the fraction employed in the same manner as the Tax to which such credit relates would be prorated, as described in clause (i) of the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a) From The Seller shall indemnify and after hold the Closing Date, Seller agrees to indemnify Purchaser, the Company and the Subsidiaries harmless against Indemnified Taxes (and associated expenses). The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect relating to the Subject Business AssetsCompany and the Subsidiaries (and associated expenses) other than Indemnified Taxes. (b) From In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the taxable period ending on the Closing Date shall be: (i) in the case of income Taxes, sales Taxes, employment Taxes and after other Taxes that are readily apportionable based on an actual or deemed closing of the books that are deemed to equal the amount which would be payable if the taxable year ended on the Closing Date; and (ii) in the case of all other Taxes, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing DateDate and the denominator of which is the number of calendar days in the entire Straddle Period. (c) Payment by the indemnitor indemnifying party of any amount due under this Section 7.01 shall be made within ten 30 days following written notice by the indemnitee indemnified party that payment of such amounts to the appropriate tax taxing authority is due, provided that the indemnitor Purchaser shall comply with its obligation to promptly notify the Seller under Section 7.03(a) and provided further that the indemnifying party shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority taxing authority. If the Seller receives an assessment or other notice of Taxes due with respect to the Company and any Subsidiary for any taxable period (ii) or portion of any Taxes taxable period) ending on or before the Closing Date for which the indemnitor has by all appropriate proceedings elected Seller is not responsible, in whole or in part, pursuant to contest this Agreement, then the Purchaser shall pay such Taxes and the Seller shall pay to the Purchaser the portion of such Taxes for which the Seller is contesting diligently and in good faithresponsible, or if the Seller pays such Taxes, then the Purchaser, the Company or any Subsidiary shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment. In the case of a Tax that is so contestedcontested in accordance with the provisions of Section 7.03, payment of the Tax to the appropriate tax taxing authority will not be considered to be due no earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit shall be prorated in the same manner as the Tax to which such credit relates would be prorated, as described in the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a1) From and after the Closing Date, Seller agrees to indemnify Purchaser, Buyer and Company against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller that ends on or before the Closing Date, including any member Taxes resulting from or attributable to Seller's sale of an affiliated group with Seller files the Shares and the Section 338(h)(10) Election (as defined herein), or is required by law to file) an income tax return, and (ii) imposed on Seller Company with respect to any taxable period or portion thereof that ends on or as of before the Closing Date with respect Date, including any Taxes resulting from or attributable to the Subject Business AssetsSection 338(h)(10) Election (as defined herein), provided, however, that no indemnity shall be provided under this Agreement for any Taxes resulting from any transaction of Company occurring after the Closing Date. Any indemnity payment made by Seller pursuant to this SECTION 15.A. shall, in accordance with SECTION 15.G.(1), be treated for tax purposes as an adjustment to the Purchase Price and shall not include or require any gross-up for Taxes on such indemnity payment. (b2) From and after the Closing Date, Purchaser Buyer shall indemnify Seller and its Affiliates against all taxes Taxes imposed on or with respect to Company that are not subject to indemnification pursuant to SECTION 15.A.(1). Any indemnity payment made by Buyer pursuant to this SECTION 15.B. shall, in accordance with SECTION 15.G.(1), be treated for tax purposes as an adjustment to the Subject Business Assets with respect to Purchase Price and shall not include or require any taxable period or portion thereof beginning after the Closing Dategross-up for Taxes on such indemnity payment. (c3) Payment by the indemnitor of any amount due Any indemnity payment required under this Section 7.01 SECTION 15.A. shall be made within ten (10) business days following written notice by the indemnitee party to be indemnified that payment of such amounts the amount for which indemnity is sought is then due to the appropriate tax authority is dueTax authority; provided, provided however that the indemnitor no indemnity payment shall not be required to make any payment (i) earlier be made more than two (2) business days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faithTax authority. In the case of a Tax that is so contestedcontested pursuant to SECTION 15.C., payment of the Tax to the appropriate tax Tax authority will not be considered to be due earlier than the date until a final non-appealable determination to such effect is made by the appropriate taxing Tax authority or a court. (d4) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes Tax payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit or prepayment shall be prorated based upon the fraction employed in clause (i) of the same manner as the Tax to which such credit relates would be prorated, as described in the next preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(dSECTION 15.A.(4) shall be computed by reference to the level of such items on the Closing Date.

Tax Indemnities. (a) From WC shall indemnify Platinum, each Purchaser and after the Closing Date, Seller agrees to indemnify Purchaser, WCS against any and all Taxes (i) imposed on Seller WC or NNI or any member of an or their respective affiliated group groups with which Seller either of them files a consolidated or combined income tax return Tax Return with respect to any taxable period for which Seller that ends on or any member of an affiliated group with Seller files (before the Closing Date or is required by law to file) an income tax returnincludes the Closing Date, and (ii) imposed on Seller WCS or any WC Subsidiary with respect to any taxable period or portion thereof that ends on or before the Closing Date, in excess of the amount reserved for current Taxes payable on the Balance Sheet as of the Closing Date with respect Date, which amount reserved shall be no less than $500,000 as adjusted per the reasonable mutual consent of the Platinum and WC;; provided, however, that no indemnity shall be provided by WC under this Section 5.6.1 for any Tax resulting from a reduction in any net operating loss, capital loss or tax credit carryover allocable to WCS, and provided further that WC shall be obligated to indemnify WCS and any WC Subsidiary for any tax imposed on WCS or any WC Subsidiary to the Subject Business Assetsextent such Tax results from a breach of Section 3.11, regardless of the amount reserved for current Taxes payable on the Balance Sheet as of the Closing Date. (b) From Purchaser and after the Closing Date, Purchaser WCS shall indemnify Seller WC, NNI and its their respective Affiliates against all taxes Taxes imposed on or with respect to the Subject Business Assets WCS with respect to any taxable period or portion thereof beginning that begins after the Closing Date. (c) Payment by the indemnitor of any amount due under this Section 7.01 5.6.1 shall be made within ten thirty days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faithauthority. In the case of a Tax that is so contestedcontested in accordance with the provisions of Section 5.6.3, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date by Sellers shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date, excluding for this purpose Section 5.6.1(a)(ii). Any credit shall be prorated based upon the fraction employed in the same manner as the Tax to which such credit relates would be prorated, as described in clause (i) of the preceding sentence. In the case of any Tax based upon or measured . (e) Any amount otherwise payable by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated WC under this Section 7.01(d) 5.6.1 shall be computed reduced by reference any Tax benefit to the level of such items on the either Purchaser or WCS resulting therefrom which will be realized by WCS within a three-year period thereafter (a "Post-Closing DateDate Tax Benefit").

Tax Indemnities. (a) From The Seller shall be responsible for and after shall indemnify and hold the Closing Date, Seller agrees to indemnify Purchaser, Purchasers and their Affiliates harmless against all Excluded Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect to the Subject Business Assetsassociated expenses. (b) From The Purchasers shall be severally, and after not jointly, responsible for and shall severally, and not jointly, indemnify and hold the Closing Date, Purchaser shall indemnify Seller and its Affiliates harmless against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing DateTaxes and associated expenses other than Excluded Taxes. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of Taxes that are payable with respect to a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing DateStraddle Period, the portion of any such Taxes payable for Tax that is allocable to the portion of the taxable period ending on the date of the Closing Date shall be be: (i) in the case of any Tax other than a Tax Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided under Section 7.06), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended on the date of the Closing; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Companies, or otherwise measured by incomethe level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Tax Taxes for the entire period immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of days in the period ending on the date of the Closing Date and the denominator of which is the number of days in the entire period and Straddle Period. (iiiii) in Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be allocated to the case portion of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended Straddle Period ending on the Closing Date. Any credit shall be prorated Date and/or the portion of the Straddle Period beginning after the Closing Date based upon the method employed in Sections 7.01(c)(i) and 7.01(c)(ii) above taking into account the same manner as the type of Tax to which such the credit relates would be prorated, as described in the preceding sentenceor refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d7.01(c) shall be computed by reference to the level of such items on the date of the Closing. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Companies. (d) Payment by the indemnifying party of any amount due under this Section 7.01 shall be made within ten (10) days following written notice by the indemnified party that payment of such amounts to the appropriate taxing authority is due; provided, that the parties shall comply with their obligation to promptly notify each other under Section 9.05; provided, further, that the indemnifying party shall not be required to make any payment earlier than two (2) days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller or one of its Affiliates receives an assessment or other notice of Taxes due with respect to the Companies for which the Seller is not responsible, in whole or in part, pursuant to Section 7.01(a), then the Purchasers shall pay such Taxes, or if the Seller or one of its Affiliates pays such Taxes, then the Purchasers or the Companies shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five (5) days following such payment. In the case of a Tax that is contested in accordance with the provisions of Section 7.03, payment of the Tax to the appropriate taxing authority will be considered to be due no earlier than the date a final determination to such effect is made by the appropriate taxing authority or court. (e) Transactions occurring or actions taken on the Closing Date, but after the Closing, outside the ordinary course of business of the Companies and not contemplated by this Agreement shall be treated as occurring on the next day and as such shall for purposes of this Agreement be treated (and consistently reported by the parties) as occurring in the taxable period (or portion thereof) beginning the day after the Closing Date.

Tax Indemnities. (a) From Seller shall be responsible for and after the Closing Date, Seller agrees to shall indemnify Purchaser, and hold Purchaser and its Affiliates harmless from and against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, Excluded Taxes and (ii) imposed all Transfer Taxes for which Seller is responsible under Section 6.4; provided, however, that Seller shall not be liable for, and shall not be required to indemnify or hold Purchaser or any of its Affiliates harmless from or against, any Taxes that arise from or in connection with any transactions involving the Company or any of the Company Subsidiaries on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect to after the Subject Business AssetsClosing. (b) From and after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing Date. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is Taxes imposed on Seller on a periodic basis basis, or otherwise measured by the level of any item, and is that are payable for with respect to a period that begins before the Closing Date and ends after the Closing DateStraddle Period, the portion of any such Taxes payable for Tax that is allocable to the period ending on the Pre-Closing Date Straddle Period shall be (i) in the case of any Tax other than a Tax based upon or measured by income, deemed to be the amount of such Tax Taxes for the entire period Straddle Period, multiplied by a fraction, the numerator of which is the number of days in the period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of days in the entire period and Straddle Period. (iic) in the case Payment by an indemnifying party of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit due under this Section 6.1 shall be prorated in made within fifteen (15) Business Days following written notice by the same manner as indemnified party that payment of related Taxes to the Tax appropriate Governmental Authority is due; provided that each of Seller and Purchaser shall not be required to which such credit relates would be prorated, as described in make any payment earlier than five (5) Business Days before the preceding sentencerelated Taxes are due to the appropriate Governmental Authority. In the case of a Tax that is being contested, payment of the Tax to the appropriate Governmental Authority shall be considered to be due no earlier than the date a final determination to such effect is made by the appropriate Governmental Authority. (d) Purchaser shall be responsible for and shall indemnify and hold Seller and its Affiliates and their respective directors, managers (or equivalent), members, officers, employees, agents, successors and assigns harmless from and against (i) any Tax based Taxes of, imposed upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference relating to the level Seller or the Company or any of such items on the Closing Dateits Subsidiaries, other than Excluded Taxes; and (ii) all Transfer Taxes for which Purchaser is responsible under Section 6.4.

Tax Indemnities. (a) From and after the Closing Date, Seller agrees to UHC shall indemnify Purchaser, ActaMed and the Company against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller the Company with respect to any taxable period or portion thereof that ends before or on or as of (but includes) the Closing Date (ii) imposed on UHC or any member of an affiliated group with which UHC files a consolidated or combined income tax return (other than the Company) with respect to the Subject Business Assetsany taxable period. (b) From and after the Closing Date, Purchaser ActaMed and Company shall indemnify Seller and its Affiliates UHC against all taxes Taxes imposed on or the Company with respect to the Subject Business Assets with respect to its income, business, property or operations for any taxable period or portion thereof beginning that begins after the Closing Date.. -xlv (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this AgreementSections 10.01(a) and (b), in the case of any Tax Taxes that is imposed on are payable with respect to a periodic basis and is payable for a taxable period that begins before the Closing Date and ends after the Closing closing Date, the portion of any such Taxes payable for Tax that is allocable to the portion of the period ending on the Closing Date shall be shall: (i) in the case of any Tax other than a Tax Taxes that are either (x) based upon or related to income or receipts of (y) imposed in connection with any sale, other transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount which would be payable if the taxable year ended on the Closing Date, and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Company or otherwise measured by incomethe level of any item, be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Tax Taxes for the entire period immediately preceding period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of such period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of clause (i) above, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the period and beginning before the Closing Date and, pursuant to clause (iii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended treated as ending on the Closing Date. Any credit shall be prorated , based on the pro rata portion of such item determined by multiplying the total amount of such item times a fraction, the numerator of which is the number of calendar days in the same manner as period up to and including the Tax to Closing Date and the denominator of which such credit relates would be prorated, as described is the total number of calendar days in the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Dateentire period.

Tax Indemnities. (a) From and after the Closing Date, Seller agrees to indemnify Purchaser, against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect to the Subject Business Assets. (b) From and after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing Date. (c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court. (d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any Any 581498.1 credit shall be prorated in the same manner as the Tax to which such credit relates would be prorated, as described in the preceding sentence. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(d) shall be computed by reference to the level of such items on the Closing Date.