Common use of Tax Indemnities Clause in Contracts

Tax Indemnities. (a) From and after the Closing, the Seller agrees to indemnify and hold the Purchaser and its Affiliates harmless against any Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) and (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Taxes imposed on or relating to the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee. (b) In the case of Taxes 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 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 Conveyance Taxes covered by 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 any Xxxxxx Entity, Holdco or any JV Entity, or otherwise measured by the 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 Taxes for the immediately preceding 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the 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(b) shall be computed by reference to the level of such items on the Closing Date. (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 two Business Days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax). 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.

Tax Indemnities. (a) From The Seller shall be responsible for and after the Closing, the Seller agrees to shall indemnify and hold the Purchaser and its Affiliates harmless against any all Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) Taxes and (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Sellerassociated expenses. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Taxes imposed on or relating to the Xxxxxx Entities, Holdco and associated expenses other than Excluded Taxes. The parties hereto agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee. (b) 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 date of the Closing Date shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by 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 Datedate of the Closing; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of any Xxxxxx Entity, Holdco or any JV Entitythe Companies, or otherwise measured by the 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 Taxes for the immediately preceding period)Period, multiplied by a 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 Straddle Period. . (iii) Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated allocated to the portion of the Straddle Period ending on the Closing Date and/or the portion of the Straddle Period beginning after the Closing Date based upon the method employed in this paragraph (bSections 7.01(b)(i) and 7.01(b)(ii) above taking into account the type of Tax to which the credit or refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-long term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(b) shall be computed by reference to the level of such items on the Closing Datedate of the Closing. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Companies or any of their respective Subsidiaries as the case may be. (c) Payment by the Indemnifying Party indemnifying party of any amount due under this Section 7.01 shall be made within 30 10 days following written notice by the Indemnified Party 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 indemnifying party shall not be required to make any payment earlier than two Business Days days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity the Companies for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity the Companies shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five ten days following such payment (but in no event less than 30 days the Purchaser’s receipt of receiving written notice of the Seller’s having made such Tax)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, the Seller agrees to indemnify and hold Purchaser against all Indemnified Taxes other than those reserved for in the Electroandes Financial Statements. (b) Purchaser and its Affiliates harmless against any Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) and (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the harmless Seller and its Affiliates harmless from and against the Relevant Proportion (i) any Taxes of TEC, AenP or Electroandes (other than Indemnified Taxes), and (ii) any and all Taxes imposed on arising from or relating to the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree that all payments in connection with any breach by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller of any of its covenants or its designeeobligations under this Agreement. (bc) In the case of Taxes of TEC, AenP or Electroandes 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 date of the Closing Date shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by 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 Datedate of the Closing; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of any Xxxxxx Entitybasis, Holdco or any JV Entity, or otherwise measured by the level of any item, such shall be 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 Taxes for the immediately preceding period), multiplied by a 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the 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(b9.11(b) shall be computed by reference to the level of such items on the Closing Datedate of the Closing. (cd) Payment by the Indemnifying Party of any amount due under this Section 7.01 9.11 shall be made within 30 10 days following written notice by the Indemnified Party that payment of such amounts to the appropriate taxing authority is due; provided, however, that the Purchaser shall comply with its obligation to notify promptly notify the Seller under Section 7.03(a) 9.13(a); and provided, provided further, that the Indemnifying Party shall not be required to make any payment earlier than two Business Days days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx EntityTEC, Holdco AenP or any JV Entity Electroandes for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.019.11, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity TEC shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five 5 days following such payment (but in no event less than 30 days of receiving notice of such Tax)payment. In the case of a Tax that is contested in accordance with the provisions of Section 7.039.13, 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) Notwithstanding anything to the contrary contained in this Agreement, Sellers shall not be liable for any claim for indemnification pursuant to Section 9.11(a) with respect to any Tax Return unless and until the aggregate amount of indemnifiable Taxes which may be recovered from Seller equals or exceeds $100,000 with respect to such Tax Return.

Tax Indemnities. (a) From Subject to the terms and after the Closingconditions of this Article VII, (i) the Seller agrees to shall indemnify and hold the Purchaser Purchaser, the Company, each Subsidiary and its Affiliates each Joint Venture harmless against any Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) Taxes and (lii) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Taxes imposed on the Company, any Subsidiary or relating to the Xxxxxx Entities, Holdco any Joint Venture other than Excluded Taxes. The parties hereto agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee. (b) 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 date of the Merger shall be: (i) in the case of Taxes imposed on or measured by reference to gross or net income or receipts, and franchise, net worth, capital or other doing business Taxes, or other 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 Conveyance Taxes covered by 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 year ended on the Closing Date; anddate of the Merger; (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of any Xxxxxx Entity, Holdco Tax based upon or any JV Entity, or otherwise measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(b) shall be computed by reference to the level of any itemsuch items on the date of the Merger; and (iii) in the case of all other Taxes, 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) period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date date of the Merger and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period All determinations necessary to effect the foregoing allocations shall be prorated based upon made in a manner consistent with prior practice of the method employed in this paragraph (b) taking into account Company, the type of Tax to which Subsidiaries and the refund relates. In Joint Ventures, as 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(b) shall be computed by reference to the level of such items on the Closing Datemay be. (c) Payment by the Indemnifying Party indemnifying party of any amount due under this Section 7.01 shall be made within 30 thirty (30) days following written notice by the Indemnified Party indemnified party that payment of such amounts to the appropriate taxing authority is due; provided, however, that the Purchaser shall comply with its obligation to promptly notify the Seller under Section 7.03(a) ); and providedprovided further, furtherhowever, that the Indemnifying Party indemnifying party shall not be required to make any payment earlier than two Business Days (2) days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax). 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) Nothing in this Section 7.01 shall limit the obligations of the parties to make the payment required under Section 2.09(d).

Tax Indemnities. (a) From and after the ClosingClosing Date, the Seller agrees to shall indemnify the Purchaser for, and hold the Purchaser it harmless from and its Affiliates harmless against against, any and all Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) and (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Taxes imposed on or relating to the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee. (b) 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 Taxable Period ending on the Closing Date shall be: (i) in the case of Taxes that are either (xA) based upon or related to income or receipts payroll receipts; or (yB) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by 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 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 any Xxxxxx Entity, Holdco or any JV Entitythe Company, or otherwise measured by the level of any item, item or other Taxes 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 Taxes for the immediately preceding 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 Straddle Period. . (iii) 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 (bSection 7.01(b) taking into account the type of Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-long term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(b) shall be computed by reference to the level of such items on immediately prior to the Closing DateClosing. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with the prior practice of the Company. (c) Payment by the Indemnifying Party indemnifying party of any amount due under this Section 7.01 shall be made within 30 ten (10) days following written notice by the Indemnified Party indemnified party that payment of such amounts to the appropriate taxing authority is due, or, in the case of Taxes paid by the Seller or any Affiliate thereof prior to the Closing, has been paid; provided, that the Purchaser Indemnitee shall comply with its obligation to promptly notify the Seller Indemnitor under Section 7.03(a) ); and provided, further, that the Indemnifying Party an Indemnitor shall not be required to make any payment earlier than two Business Days (2) days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to the Company for any Xxxxxx Entity, Holdco Taxable Period (or portion of any JV Entity Taxable Period) ending on or before the Closing Date for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such TaxesTaxes if due after Closing, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity the Company shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five (5) days following the later of such payment (but in no event less than 30 days of receiving notice of such Tax)or Closing. 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 of a final determination Final Determination with respect to such effect Tax. (d) If an indemnification obligation under this Section 7.01 arises in respect of, or as a result of, an adjustment or other item that has the effect, directly or indirectly, of reducing the amount of Tax that would otherwise be payable by the Indemnitee, including by increasing the amount of any loss, deduction, credit, depreciation, amortization, exclusion from income or other allowance available to the Indemnitee, then the amount of such indemnification obligation shall be reduced by the amount of such reduction in Tax. The timing and amount of any such reduction in Tax shall be determined by the Indemnitee in good faith with the objective of minimizing indemnifiable damages and the outcome of such determination shall be certified by the chief financial officer of the Indemnitee (and, if requested by and at the cost of the Indemnitor, by the Indemnitee’s independent certified public accounting firm). Reductions in Tax determined to be more likely than not to be realized not later than the end of the taxable year during which an indemnity payment is determined to be due shall be considered to be realized currently and shall be netted against the applicable indemnity payment hereunder. If a payment is made by the appropriate taxing authority Indemnitor in accordance with this Section 7.01, and if, in a subsequent taxable year, a reduction in Tax that was not previously taken into account pursuant to the preceding sentence to reduce the amount of such payment is realized by the Indemnitee, then, to the extent that the reduction in Tax would have resulted in a reduction in the amount payable by the Indemnitor had the reduction in Tax been realized in the year the indemnity payment was made, the Indemnitee shall pay to the Indemnitor at the time of such realization an amount equal to the amount of such reduction in Tax. A reduction in Tax will be considered to be realized for purposes of this Section 7.01 at the time that it is taken into account on a Tax Return of the Indemnitee. In the event any such reduction is subsequently reduced or courtdisallowed, the Indemnitor shall pay to the Indemnitee the amount of such reduction if it is disallowed or the amount by which it is reduced together with interest or penalties assessed against the Indemnitee and attributable to the reduction or disallowance. (e) For avoidance of doubt, any payment of estimated Taxes, or any other prepayment of Taxes, made by, or on behalf of or for the account of, the Company on or before the Closing Date (including any deposit made in respect of Taxes) shall be treated as a payment of Taxes in respect of the income, gains, profits, business, property or operations of the Company for a period ending prior to the Closing Date or the portion of any Straddle Period ending on the Closing Date and, except to the extent it was included as an asset in the Financial Statements or the Interim Financial Statements, the amount that would otherwise be payable by the Seller pursuant to this Agreement shall be reduced by the amount of any such payment. (f) Notwithstanding anything to the contrary contained in this Agreement, the Seller shall not be obligated to make any payment to the Purchaser in respect of Excluded Taxes pursuant to Section 7.01 hereof unless and until the aggregate amount of Excluded Taxes that may be recovered from the Seller pursuant to Section 7.01 exceeds $50,000, whereupon the Purchaser shall be entitled to indemnification for the full amount of such Excluded Taxes (but excluding, in each case, the amount of any Taxes that were reflected on the Financial Statements or the Interim Financial Statements).

Tax Indemnities. (a) From and after the Closing, the Seller agrees Sellers agree to indemnify and hold the Purchaser against, and its Affiliates harmless against any Excluded the Sellers shall be jointly and severally liable for, all (i) Indemnified Taxes, for and (ii) any Losses actually suffered or incurred by the Purchaser, to the extent arising out of or resulting from the breach of any representation or warranty made by the warranties contained Sellers in Section 3.15(e)3.16, (j)but, (k) and (l) of this Agreementin each case, and for any solely to the extent that such Taxes for which the Purchaser is liable under section 116 or Losses related to Taxes are in excess of the Income Tax Act (Canada), or sections 1094 and 1102.4 amount specifically reserved for such Taxes on the Closing Statement of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the SellerAdjusted Net Working Capital. The Purchaser shall be responsible for and shall indemnify and hold the Seller Sellers and its their Affiliates harmless against the Relevant Proportion of all Taxes imposed on or relating and associated expenses not allocated to the Xxxxxx EntitiesSellers pursuant to this Section 7.01 and any Losses actually suffered or incurred by the Sellers, Holdco other than Excluded Taxes. The parties hereto agree that all payments to the extent arising out of or resulting from the breach of any representation or warranty made by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designeein Section 4.04. (b) In the case of Taxes 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 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 Conveyance Taxes covered by 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 any Xxxxxx Entity, Holdco or any JV Entity, or otherwise measured by the 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 Taxes for the immediately preceding 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the 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(b) shall be computed by reference to the level of such items on the Closing Date. (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 two Business Days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the any Seller receives an assessment or other notice of Taxes due with respect to (i) any Xxxxxx Entity, Holdco Purchased Asset or (ii) any Company or any JV Entity Subsidiary for any Pre-Closing Period for which the Seller is such Sellers are not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the relevant Seller shall provide such assessment or notice to the Purchaser, and the Purchaser shall pay such Taxes, or if the Seller pays Sellers pay such Taxes, then the Purchaser Purchaser, any Company or any Xxxxxx Entity, Holdco or any JV Entity Subsidiary shall pay to the Seller Sellers the amount of such Taxes for which the Seller is Sellers are not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax)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.

Tax Indemnities. (a) From Seller shall be responsible for and after the Closing, the Seller agrees to shall indemnify and hold harmless Purchaser from and against, and shall pay or cause to be paid, any Losses arising from or relating to (i) any and all liability for Taxes with respect to the Purchaser Companies, the Company Subsidiaries, the Canadian Parks Business, Holdco, Newco and its Affiliates harmless against Interco for all taxable periods ending on or before the Closing Date ("Pre-Closing Tax Period") and with respect to any Excluded Taxestaxable period that begins on or before and ends after the Closing Date ("Straddle Period"), for any breach of the warranties contained in Section 3.15(e)portion thereof ending on the Closing Date, (j)ii) any Taxes that arise from the Permitted Reorganization, (kiii) any and all liability (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of Treasury Regulations section 1.1502-6 or a similar provision under state, local or foreign law) for Taxes of any Person (other than the purchase Companies or the Company Subsidiaries) which is or was affiliated with the Companies or the Company Subsidiaries or with whom the Companies or the Company Subsidiaries otherwise join or have ever joined in filing any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date, (iv) any Tax sharing, Tax indemnity, Tax allocation or similar contracts to which the Companies, the Company Subsidiaries, Holdco and Newco were obligated, or were a party, on or prior to the Closing Date, and (v) all liability for Taxes resulting from the Section 338(h)(10) Election (defined below) contemplated by Section 7.8; provided that, for the avoidance of doubt, Seller shall not be liable for Taxes owing by Newco (or any successor thereof) in respect of any period after the Closing Date and attributable to the fact that the Canadian Parks Business will be transferred on a tax deferred basis, rather than on a fully taxable basis, for Canadian income tax purposes; provided, further, notwithstanding the foregoing, Seller shall not be liable pursuant to this Section 7.1(a) for any Losses arising from or relating to (i) any transaction not in the ordinary course of business (other than the transactions contemplated hereunder) that occurs on the Closing Date but after the Closing or (ii) any action taken after the Closing (other than the transactions contemplated hereunder) by the Purchaser, any of its Affiliates, the Companies, the Company Subsidiaries, Holdco, Newco or any transferee of the Company Shares from foregoing or its Affiliates or (iii) to the Sellerextent such Tax liabilities are reflected in the Adjusted Working Capital Amount in the Final Adjustment Report. The Purchaser shall be responsible for and shall indemnify and hold the harmless Seller and its Affiliates harmless against the Relevant Proportion of from and against, and shall pay or cause to be paid, all Taxes imposed on or relating to the Xxxxxx EntitiesCompanies, Holdco other than Excluded Taxesthe Company Subsidiaries, the Canadian Parks Business, Holdco, Newco and Interco, excluding Taxes for which Seller is responsible under Section 7.1(a). The parties hereto agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee. (b) In the case of Taxes with respect to a any Straddle Period, the portion amount of any such Tax that is Taxes allocable to the portion of the taxable period Straddle Period ending on the Closing Date shall be deemed to be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by 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 any Xxxxxx Entity(such as real or personal property Taxes), Holdco or any JV Entity, or otherwise measured by the 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) period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed ; and in this paragraph (b) taking into account the type of Tax to which the refund relates. In the case of any Tax Taxes not described in (i) above (such as franchise Taxes, Taxes that are based upon or measured by capital related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (including net worth real or long-term debt) personal, tangible or intangiblesintangible)), the amount of any amount thereof required to be allocated under this Section 7.01(b) such Taxes shall be computed by reference to determined as if such taxable period ended as of the level close of such items business on the Closing Date. (c) Payment . The amount of any indemnification payment under Sections 7.1 and 7.2 shall be reduced by any net Tax benefit actually realized by the Indemnifying Party of any amount due under this Section 7.01 shall be made within 30 days following written notice by indemnified party arising from 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 two Business Days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax). 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 Loss giving rise to such effect is made by the appropriate taxing authority or courtindemnification obligation.

Tax Indemnities. (a) From and after the ClosingClosing Date, the Seller agrees to Sellers shall indemnify the Purchaser for, and hold the Purchaser harmless from and its Affiliates harmless against against, (i) any and all Excluded TaxesTaxes (except to the extent that such Taxes are taken into account as a liability in determining the Final Purchase Price Amount) and (ii) any and all Losses incurred, for sustained or suffered by the Purchaser as a result of, arising out of, or relating to any breach of any representation or warranty with respect to Taxes made by the warranties contained Sellers in Section 3.15(e), (j), (k) and (l) 3.18 or breach of this Agreement, and for any agreement with respect to Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Conveyance Taxes imposed on or relating to the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree that all payments made by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller Sellers in Section 5.01(p) or its designeeSection 7.06. (b) From and after the Closing Date, the Purchaser shall indemnify the Sellers for, and hold them harmless from and against, Taxes imposed on any of the Companies or the Company Subsidiaries attributable to operations of such Companies or Company Subsidiaries in a Post-Closing Tax Period. (c) 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 Pre-Closing Date Tax Period shall be: (i) in the case of Taxes that are either (xA) based upon or related to income or receipts or (yB) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by 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 any Xxxxxx Entity, Holdco of the Companies or any JV Entitythe Company Subsidiaries, or otherwise measured by the 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 Taxes for the immediately preceding 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) Section 7.01, taking into account the type of Tax to which the 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(b) 7.01 shall be computed by reference to the level of such items on immediately prior to the Closing DateClosing. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with the prior practice of the Companies. (cd) Payment by the Indemnifying Party Sellers or the Purchaser, as applicable, of any amount due under this Section 7.01 shall be made within 30 ten (10) days following written notice by the Indemnified Party that payment of such amounts to the appropriate taxing authority is due, or, in the case of Taxes paid by the Sellers or any Affiliate thereof prior to the Closing, has been paid; provided, however, that the Purchaser each party hereto shall comply with its any obligation it has to promptly notify the Seller other parties under Section 7.03(a) ); and provided, further, that the Indemnifying Party no party hereto shall not be required to make any payment earlier than two Business Days (2) days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax). 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 of a final determination Final Determination with respect to such effect is Tax, provided, however, if Sellers are in control of a Tax contest that requires, as a jurisdictional or other prerequisite, that the Tax be paid or deposited during the pendency of the contest, then Purchaser shall not be obligated to make such Tax payment or deposit and Seller shall. Notwithstanding the foregoing provisions of this Section 7.01(d), payments for Losses due under Section 7.01(a)(ii), other than Losses that are subject to the tax contest provisions of Section 7.03(d), shall be subject to the notice and contest provisions of Article IX. (e) If the Purchaser or any of its Affiliates (including, after the Closing, the Companies and the Company Subsidiaries) actually realizes any Tax benefit (including any Tax refund, credit or other reduction of Taxes payable) as a result of any adjustment made by the appropriate a taxing authority after the Closing Date that causes an Excluded Tax for which the Sellers are liable hereunder or courtotherwise under applicable Tax Law, and such Tax benefit would not have arisen but for such adjustment (determined on a “with and without” basis), then, to the extent that the Sellers pay such Excluded Tax for which they are liable, the Purchaser shall make payments to the Sellers, within thirty (30) days following such realization of any such Tax benefit, in an amount equal to such Tax benefit realized; provided, however, that in no event shall the Purchaser make payments to the Seller under this Section 7.01 in an amount that exceeds the amount which the Sellers paid to satisfy the Excluded Tax liability that resulted from the adjustment. (f) For avoidance of doubt, if made in the ordinary course of business consistent with past practice, any payment of estimated Taxes, or any other prepayment of Taxes, made by, or on behalf of or for the account of, any of the Companies or the Company Subsidiaries before the Closing Date (including any deposit made in respect of Taxes) shall be treated as a payment of Taxes in respect of the income, gains, profits, business, property or operations of such Company or Company Subsidiary for a period ending on or prior to the Closing Date or the portion of any Straddle Period ending on the Closing Date and, except to the extent it was included as an asset in the Financial Statements, the amount that would otherwise be payable by the Sellers pursuant to this Agreement shall be reduced by the amount of any such payment. (g) Notwithstanding anything to the contrary in Section 9.07, any amounts indemnified under this Section 7.01 shall be computed in accordance with the manner in which Losses are calculated under Section 9.04(d). (h) For the avoidance of doubt, the Sellers shall be obligated to indemnify the Purchaser under Section 7.01(a) only in respect of out-of-pocket cash payments for Excluded Taxes on account of Pre-Closing Tax Periods made by or on behalf of any of the Purchaser, the Companies or the Company Subsidiaries, and the Sellers shall not be obligated to indemnify the Purchaser as a result of any utilization of, or reduction in, any Tax benefit, Tax attribute or Tax benefit item attributable to any Pre-Closing Tax Period (including any net operating loss, capital loss or tax credit arising in any taxable year or by carryover).

Tax Indemnities. (a) From and after the Closing, the Seller agrees to indemnify and hold harmless the Purchaser against all Losses to the extent arising out of or resulting from: (i) Excluded Acquired Company Taxes and (ii) breaches of the representations and warranties set forth in Section 3.18; provided that the Seller shall not be required to indemnify the Purchaser against: (A) any Taxes imposed on the Acquired Companies for any Post-Closing Period (including, without limitation, all Taxes for a Post-Closing Period arising as a result of any prepaid amounts received on or prior to the Closing Date), (B) any Taxes imposed on the Acquired Companies which arise from any action or transaction taken by the Purchaser or any of its Affiliates harmless against occurring on the Closing Date after the Closing or after the Closing Date, (C) any Excluded Taxes, for Taxes arising out of or resulting from any breach of any covenant or agreement of the warranties Purchaser contained in Section 3.15(e), (j), (k) and (l) of this Agreement, and for (D) any Conveyance Taxes and VAT for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec)responsible, as a result of the purchase of the Company Shares from the Sellerprovided under Section 7.06. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Taxes imposed on or relating to and associated expenses that are not the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree that all payments by responsibility of the Purchaser Seller pursuant to the immediately preceding sentence shall be made to the Seller this Section 7.01 or its designeeSection 9.02. (b) 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 Pre-Closing Date Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by 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; provided that all amounts paid to a Transferred Employee pursuant to an outstanding equity award on or before the Closing DateDate shall be allocable to the Pre-Closing Period to the extent permitted by applicable Law; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of any Xxxxxx Entity, Holdco or any JV Entity, or otherwise measured by the level of any itemnot described in clause (i), 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 Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the period ending on the Pre-Closing Date Period and the denominator of which is the number of days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the 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(b) shall be computed by reference to the level of such items on the Closing Datedate 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 Acquired Subsidiaries. (c) Payment by the Indemnifying Party of any amount due under this Section 7.01 shall be made within 30 10 days following written notice by the Indemnified Party that payment of such amounts to the appropriate taxing authority Taxing Authority is due; provided, 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 two Business Days (2) days before it is due to the appropriate taxing authorityTaxing Authority (it being understood, for the avoidance of doubt, that a Tax is not due or payable to the extent that such Tax may be contested prior to payment by the means selected by the party entitled to control such contest). Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to the Acquired Companies for any Xxxxxx Entity, Holdco or any JV Entity Pre-Closing Period for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity and the Acquired 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 (but in no event less than 30 days of receiving notice of such Tax)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 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 courtTaxing Authority.

Tax Indemnities. (a) From and after the Closing, the Seller agrees to The Sagicor Parties shall indemnify Playa for and hold Playa harmless from and against (i) the Purchaser breach of the representations and its Affiliates harmless against warranties set forth in Section 3.26 and (ii) any Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) and (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Taxes imposed on or relating to the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee. (ba) 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: (i1) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by 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 (ii2) in the case of Taxes imposed on the Sagicor Parties or Sagicor Newco on a periodic basis with respect to the assets of any Xxxxxx Entity, Holdco Business or any JV Entitythe Assets, or otherwise measured by the 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 Taxes for the immediately preceding 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph clause (b) taking into account the type of Tax to which the 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(b6.01(a) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Sagicor Parties or Sagicor Newco. (b) For purposes of this Article VI, all references to Playa, the Sagicor Parties and Sagicor Newco shall include their respective successors and permitted assigns. (c) Payment by the Indemnifying Party of Notwithstanding any amount due under provision in this Section 7.01 shall be made within 30 days following written notice by the Indemnified Party that payment of such amounts Agreement to the appropriate taxing authority is due; providedcontrary, that the Purchaser shall comply with its obligation to promptly notify representations and warranties contained in Section 3.26 and the Seller under Section 7.03(a) covenants and provided, further, that the Indemnifying Party shall not be required to make any payment earlier than two Business Days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax). In the case of a Tax that is contested in accordance with the provisions of Section 7.03, payment agreements of the parties hereto contained in this Article VI shall survive the Closing and shall remain in full force until the expiration of the applicable statutes of limitations for the Taxes in question (taking into account any extensions or waivers thereof). (d) Each of Playa and Sagicor Parties shall cooperate following the Closing in the preparation of 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 courtreturns and reports of Sagicor Newco.

Tax Indemnities. (a) From Subject to the terms and after the Closingconditions of this Article VII, (i) the Seller agrees to shall indemnify and hold the Purchaser Purchaser, the Company, each Subsidiary and its Affiliates each Joint Venture harmless against any Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) Taxes and (lii) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Taxes imposed on the Company, any Subsidiary or relating to the Xxxxxx Entities, Holdco any Joint Venture other than Excluded Taxes. The parties hereto agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee. (b) 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 date of the Merger shall be: (i) in the case of Taxes imposed on or measured by reference to gross or net income or receipts, and franchise, net worth, capital or other doing business Taxes, or other 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 Conveyance Taxes covered by 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 year ended on the Closing Date; anddate of the Merger; (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of any Xxxxxx Entity, Holdco Tax based upon or any JV Entity, or otherwise measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(b) shall be computed by reference to the level of any itemsuch items on the date of the Merger; and (iii) in the case of all other Taxes, 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) period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date date of the Merger and the denominator of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon All determinations necessary to effect the method employed in this paragraph (b) taking into account the type of Tax to which the 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(b) shall be computed by reference to the level of such items on the Closing Date. (c) Payment by the Indemnifying Party of any amount due under this Section 7.01 foregoing allocations shall be made within 30 days following written notice by in a manner consistent with prior practice of the Indemnified Party that payment of such amounts to Company, the appropriate taxing authority is due; providedSubsidiaries and the Joint Ventures, 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 two Business Days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax). In as 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 courtmay be.

Tax Indemnities. (ai) From and after Except to the Closingextent reserves for Taxes are taken into account in the determination of Equity under Section 1.3, the Seller agrees Beneficiaries shall be responsible for, shall pay or cause to indemnify be paid, and shall indemnify, defend and hold the Purchaser harmless Buyer and its Affiliates, on a joint and several basis, against and reimburse Buyer and its Affiliates harmless against any Excluded Taxes, for any and all Taxes that may be imposed upon or assessed against the Company or its assets: (i) with respect to any Pre-Closing Period (as defined in Section 8.5(c)(iii)), (ii) arising by reason of any breach or inaccuracy of the warranties representations contained in Section 3.15(e)3.25 hereof, (j)iii) with respect to any and all Taxes of any member of an affiliated group of which the Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, (k) and (l) of this Agreement, and for including any Taxes for which the Purchaser is Company may be liable under section 116 Section 1.1502-6 of the Income Tax Act Treasury regulations promulgated under the Code (Canadaor any similar provision of state, local or foreign law), (iv) by reason of being a successor-in-interest or sections 1094 transferee of another Person on or prior to the Closing Date, and 1102.4 (v) without duplication, with respect to any Taxes incurred by the Company or Buyer in connection with the transactions contemplated by this Agreement (including any Taxes arising as a result of any Section 338(h)(10) Election). In addition, if the Transaction does not result in an increase in the tax basis of the Taxation Act (Quebec)assets of the Company for federal or state excise, income or franchise tax purposes as a result of the purchase transfer by the Beneficiaries of the Company Shares from to the SellerTrust or otherwise because of the participation or existence of the Trust, the Beneficiaries shall indemnify and hold harmless Buyer and its Affiliates against, and shall pay to Buyer an amount equal to, the Tax Benefits not realized by Buyer or its Affiliates that would have been realized had Buyer acquired the assets of the Company for the Purchase Price. The Purchaser Beneficiaries shall be responsible for also pay and shall indemnify and hold the Seller harmless Buyer and its Affiliates harmless Affiliates, on a joint and several basis, from and against any Losses (as defined in Section 9.1) incurred in connection with the Relevant Proportion of all Taxes imposed on or relating for which the Beneficiaries are responsible to the Xxxxxx Entitiesindemnify Buyer hereunder. (ii) Subject to Section 8.5(d), Holdco other than Excluded Taxes. The parties hereto agree that all payments payment by the Purchaser pursuant Beneficiaries of any amount due to the immediately preceding sentence Buyer under this Section 8.5(c) shall be made within 10 days following written notice by Buyer that payment of such amount to the Seller or its designeeappropriate Tax authority is due by Buyer. (biii) In For purposes of this Section 8.5, "Pre-Closing Period" shall mean a taxable period or portion thereof that ends on or prior to the case of Taxes with respect Closing Date. If a taxable period begins on or prior to a Straddle Periodthe Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to then the portion of the taxable period ending that ends on (and including) the Closing Date shall be: constitute a Pre-Closing Period. 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 Pre-Closing Period shall be (i) in the case of Taxes that are either (x) any Tax other than a Tax 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 Conveyance Taxes covered by 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 any Xxxxxx Entity, Holdco or any JV Entity, or otherwise measured by the 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 basisincome, the amount of such Taxes Tax for the immediately preceding period), entire 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 Straddle Periodperiod 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 refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method fraction employed in this paragraph clause (bi) taking into account of the type of Tax to which the refund relatespreceding 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(b8.5(c) shall be computed by reference to the level of such items on the Closing Date. (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 two Business Days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) For purposes of this Section 7.018.5, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or "Post-Closing Period" means any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less period other than 30 days of receiving notice of such Tax). 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 courtPre-Closing Period.

Tax Indemnities. (a) From Each Seller, in an amount proportionate to his Ownership Percentage, will be liable for and after the Closingwill indemnify, the Seller agrees to indemnify defend and hold the Purchaser and its Affiliates harmless against any Excluded TaxesBuyer, for any breach of the warranties contained in Section 3.15(e), (j), (k) and (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada)New NNE, or sections 1094 any successor corporation thereto or Affiliate thereof from and 1102.4 of the Taxation Act (Quebec), as a result of the purchase against all income taxes of the Company Shares from (except to the Seller. The Purchaser shall be responsible extent such income taxes are adequately reserved for and shall indemnify and hold on the Seller and its Affiliates harmless against Closing Balance Sheet) with respect to (i) all years or periods of the Relevant Proportion of all Taxes imposed Company ending on or relating prior to the Xxxxxx EntitiesClosing Date, Holdco other than Excluded Taxes. The parties hereto agree that and (ii) all payments by years or periods beginning before the Purchaser pursuant Closing Date and ending after the Closing Date to the immediately preceding sentence shall be made extent that the income taxes are allocable to the Seller operations of the Company on or its designeeprior to the Closing Date determined on the basis of the Company's permanent financial records. (b) In the case of Buyer shall indemnify, defend and hold harmless each Seller from and against all Taxes with respect to a Straddle Periodall years or periods of New NNE beginning after the Closing Date, and with respect to all years or periods beginning before the portion of any such Tax that is Closing Date and ending after the Closing Date to the extent Taxes are allocable to the portion operations of New NNE after the Closing Date determined on the basis of New NNE's permanent financial records. In addition, Buyer shall indemnify, defend and hold harmless each Seller from and against all Taxes (i) payable by New NNE or any Seller as a result of an election (or deemed election) under Section 338 of the Code or any comparable provision of state or local law with respect to a qualified stock purchase of the Company by Buyer with respect to which a Code Section 338(h)(10) election is not made, or (ii) payable as a result of any events occurring on the Closing Date, but after the consummation of the transactions contemplated by this Agreement, that are the result of actions taken by Buyer that are outside the ordinary course of business. (c) Buyer and Sellers agree that if the Company is permitted but not required under applicable state or local income tax laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers shall cause the Company to treat such day as the last day of a taxable period. (d) Any taxable period ending which ends on the Closing Date shall be: (i) in include the case operations of the Company through the close of business on December 31, 1995. Any 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 Conveyance Taxes covered by 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 for a taxable period ended on beginning before the Closing Date; and (ii) in Date and ending after the case of Taxes imposed on a periodic basis Closing Date with respect to the assets Company or New NNE, as the case may be, shall be apportioned among Sellers and Buyer, in accordance with each Seller's Ownership Percentage and with the Buyer, respectively, based on the actual operations of any Xxxxxx Entitythe Company or New NNE, Holdco or any JV Entityas the case may be, or otherwise measured by during the level of any item, deemed to be the amount portion of such Taxes for period ending at the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (orclose of business on December 31, in 1995 and the case portion of such Taxes determined period beginning 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 days in the period ending on day after the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the 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(b) shall be computed by reference to the level of such items as determined on the Closing Date. (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 two Business Days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax). In the case of a Tax that is contested in accordance with the provisions of Section 7.03, payment basis 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 courtCompany's permanent financial records.

Tax Indemnities. (a) From Seller and after the Closing, the Seller agrees to Parent shall jointly and severally be responsible for and indemnify and hold the Purchaser and its Affiliates harmless from and against any (i) Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) Taxes and (lii) of this Agreementall cost and expenses, including reasonable legal fees and expenses attributable to any item in clause (i); provided, however, that Seller and Parent shall not be liable for, and for shall not be required to indemnify or hold Purchaser or any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all from or against, (A) any Taxes imposed on or relating to the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree extent such Taxes have been taken into account in calculating the Applicable Amount and are reflected on the Applicable Amount Schedule under the heading “Deferred Tax Liabilities” as of the Closing Date or (B) any Taxes that all payments arise from or in connection with any transactions involving the Company or any of its Subsidiaries on the Closing Date after the Closing that are not in the Company Ordinary Course of Business and not contemplated by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designeethis Agreement. (b) 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 Pre-Closing Date Straddle Period shall be: (i) in the case of Taxes that are either (x) based upon or related measured by reference to income income, gain 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 Conveyance Taxes covered by conveyances pursuant to this Agreement, as provided in Section 7.066.5), deemed equal the Tax that would be due with respect to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against Pre-Closing Straddle Period if such Taxes) if the taxable period ended on and included the Closing Date. Each Subsidiary of the Company that is treated as a partnership or “flow-through” entity for Tax purposes shall be treated as if its taxable year ended as of the close of business on the Closing Date and Taxes attributable to the income and gain of each such entity through the close of business on the Closing Date shall be considered to be attributable to the Pre-Closing Tax Period; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of any Xxxxxx Entity, Holdco the Company or any JV Entityits Subsidiaries, or otherwise measured by the level of any itemitem (other than items described in clause (i) of this Section 6.1(b)), 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 Taxes for the immediately preceding period)Period, multiplied by a fraction 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) Section 6.1(b), taking into account the type of Tax to which the such credit or 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(b) shall be computed by reference to the level of such items on the Closing Date. (c) Payment by the Indemnifying Party Seller or Parent of any amount due under this Section 7.01 6.1 shall be made within 30 days fifteen (15) Business Days following written notice by the Indemnified Party Purchaser that payment of such amounts related Taxes to the appropriate taxing authority Governmental Authority is due; provided, provided that the Purchaser shall comply with its obligation to promptly notify the each of Seller under Section 7.03(a) and provided, further, that the Indemnifying Party Parent shall not be required to make any payment earlier than two five (5) Business Days before it is the related Taxes are due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco or any JV Entity for which the Seller is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if the Seller pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity shall pay to the Seller the amount of such Taxes for which the Seller is not responsible within five days following such payment (but in no event less than 30 days of receiving notice of such Tax). 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.Governmental

Tax Indemnities. (a) From and after the Closing, the Seller agrees to indemnify and hold the Purchaser and its Affiliates harmless against any Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) and (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and Parent shall indemnify and hold the Seller Acquired Companies and its Affiliates the Purchaser harmless against the Relevant Proportion of all Excluded Taxes imposed on or relating (except to the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree extent that all payments by such Taxes are reflected on the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designeeClosing Statement). (b) 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 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 Conveyance Taxes covered by conveyances pursuant to this Agreement, as provided under Section 7.06)7.07) or in connection with any payment of compensation or the purchase of property, 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) and in the case of Taxes imposed on a periodic basis with respect to the assets of any Xxxxxx Entity, Holdco or any JV Entity, or otherwise measured by the level of any itemAcquired Company, 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 Taxes for the immediately preceding 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the 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(b7.02(b) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Acquired Companies. (c) Payment by the Indemnifying Party indemnifying party of any amount due under this Section 7.01 7.02 shall be made within 30 ten (10) days following written notice by the Indemnified Party 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 indemnifying party shall not be required to make any payment earlier than two Business Days days before it is due to the appropriate taxing authority. Notwithstanding anything to the contrary herein, if the Seller indemnified party receives an assessment or other notice of Taxes due with respect to any Xxxxxx Entity, Holdco Acquired Company for any taxable period (or portion of any JV Entity taxable period ending on or before the Closing Date) for which the Seller indemnified party is not responsible, responsible in whole or in part, part pursuant to paragraph (a) of this Section 7.017.02, then the Purchaser indemnifying party shall pay such Taxes, or if the Seller indemnified party pays such Taxes, then the Purchaser or any Xxxxxx Entity, Holdco or any JV Entity indemnifying party shall pay to the Seller indemnified party the amount of such Taxes for which the Seller indemnified party is not responsible within five (5) days following such payment (but in no event less than 30 days of receiving notice of such Tax)payment. In the case of a Tax that is contested in accordance with the provisions of Section 7.037.04, 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.