Common use of Tax Indemnities Clause in Contracts

Tax Indemnities. (a) The Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates (including the Company), and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses) arising out of or attributable to (i) any breach of any representation or warranty contained in Section 2.14 of this Agreement, (ii) any and all Taxes for any Taxable Period, or portion thereof, ending on or before the Closing Date except to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statement, (iii) any and all unpaid Taxes, whether determined on a separate, consolidated, combined, group or unitary basis, including any penalties and interest in respect thereof, of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from the Company having been a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made on or before the Closing Date principally relating to the sharing of liability for, or payment of, Taxes and (C) as a transferee or successor, or by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoing, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements of basis. For the avoidance of doubt, the rights and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject to the provisions of ARTICLE VIII. (b) If the Purchaser files a consolidated Tax Return for U.S. federal income tax purposes for its Tax year that includes the Closing Date, the parties acknowledge and agree that they intend to treat the Company as becoming a member of the Purchaser’s consolidated group and as ceasing to be a member of the consolidated group that includes the Seller at the end of the day on the Closing Date; and, accordingly, the parties agree that the taxable year of the Company will end for federal (and applicable state and local) income Tax purposes as of the end of the day on the Closing Date pursuant to the provisions of Treasury Regulations Section 1.1502-76(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 such Straddle Period ending on and including the Closing Date shall be: (i) in the case of Taxes that are either (A) based upon or related to income, premiums, or receipts, (B) 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, with respect to which Section 9.4 shall govern), or (C) not described in Section 9.1(b)(ii), 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 as of the end of the day on the Closing Date as determined using a “closing of the books methodology”; and (ii) in the case of property Taxes and other similar Taxes imposed on a periodic basis with respect to the assets of the 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 Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period. (c) In the event of an indemnity claim by a Tax Indemnitee pursuant to Section 9.1 hereof, payment by the Seller of any amount payable under Section 9.1 that can be satisfied by a remittal of Tax to a Taxing Authority shall be made within ten (10) days (or such shorter period of time as shall constitute timely payment) following Seller’s receipts of written notice from the Tax Indemnitee that payment of such amounts to the appropriate Taxing Authority is due; provided that the Seller shall not be required to make any payment earlier than five (5) days before it is due to the appropriate Taxing Authority. In all other cases, payment shall be made within ten (10) days following written demand therefor. In the case of a Tax that is contested in accordance with the provisions of Section 9.5, 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) The Except to the extent reserved for on the Closing Balance Sheet (but only to the extent such reserve is taken into account in determining the Cash Dividend Amount adjustment under Section 2.04(c) hereof) from and after the Closing Date, without duplication, the Seller shall indemnify, defend and hold harmless indemnify the Purchaser and its the Company and their Affiliates (including the Company), and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and against all Taxes (including, without limitation, including reasonable attorneys' and accountants’ and attorneys’ ' fees and other investigatory fees and reasonable out-of-pocket expensesexpenses incurred in connection therewith) arising out of or attributable to (i) imposed on or payable by the Company or any breach of Subsidiary with respect to any representation or warranty contained in Section 2.14 of this Agreement, (ii) any and all Taxes for any Taxable Period, taxable period or portion thereof, ending thereof that ends on or before the Closing Date except (including any taxes allocated to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statementperiod under Section 7.01(d) hereof), (iiiii) imposed on or payable by the Company or any and all unpaid TaxesSubsidiary under Treasury Regulation 1.1502-6 (or any similar provision of state, whether determined on a separate, consolidated, combined, group local or unitary basis, including any penalties and interest in respect thereof, foreign law) by reason of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from the Company having been a member of an Subsidiary being included in any consolidated, affiliated, consolidated, combined or unitary group at any time on or before the Closing Date, (iii) imposed on or payable by the Company or any Subsidiary as a result of (A) the Code section 338(h)(10) Election with respect to the Company and Revere Xxxx Corporation referred to in Section 7.07 and (B) an actual election under a state or local provision which is analogous or comparable to Code Section 338(h)(10); (iv) relating to Foreign Sales Corporation or imposed as a result of the transactions contemplated by Section 5.15 hereof, (v) relating to any payments required to be made after the Closing Date under any Tax indemnity, Tax sharing, or Tax allocation agreement between the Seller and the Company under which the Company was obligated, or was a party, on or prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made on or before the Closing Date principally relating to the sharing of liability for, or payment of, Taxes and (Cvi) as a transferee arising from the breach of any representation, warranty or successor, or by operation covenant of law, (iv) the Seller providing inaccurate tax basis information as with respect to Taxes under this Agreement. No indemnity shall be provided for in Section 6.7(d) under this Agreement for any items which would affect the deferred tax positions Taxes resulting from any transaction of the Company or any Subsidiary occurring on the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) Closing Date after the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoing, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent Closing that such cumulative Losses result from an inaccuracy is not in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements ordinary course of basis. For the avoidance of doubt, the rights and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject to the provisions of ARTICLE VIIIbusiness. (b) If the Purchaser files a consolidated Tax Return for U.S. federal income tax purposes for its Tax year that includes From and after the Closing Date, without duplication, the parties acknowledge Purchaser and agree that they intend to treat the Company as becoming a member shall indemnify the Seller and its Affiliates against all Taxes (including reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection therewith) (i) arising from the breach of any representation, warranty or covenant of Purchaser with respect to Taxes under this Agreement or (ii) imposed on the Company and the Subsidiaries, which Taxes are not subject to indemnification pursuant to paragraph (a) of this Section 7.01, including, but not limited to, Taxes (A) resulting from any transaction of the Purchaser’s consolidated group Company and as ceasing the Subsidiaries occurring after the Closing Date or on the Closing Date after the Closing that is not in the ordinary course of business or (B) with respect to any taxable period or portion thereof that begins after the Closing Date and that are imposed on the Company or any of the Subsidiaries. (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 earlier than two days before it is due to the appropriate tax authority. If the Seller receives an assessment or other notice of Taxes due with respect to the Company or any of the Subsidiaries for any 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 Tax, or if the Seller pays such Tax, then the Purchaser or the Company shall pay to the Seller, in accordance with the first sentence of this Section 7.01(c), the amount of such Tax for which the Seller is not responsible. 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 tax authority will not be considered to be due earlier than the date a member final determination to such effect is made by the appropriate taxing authority or court. Final determination shall have the meaning as set forth in 1313(a) of the consolidated group that includes Code. (d) Seller and Purchaser shall, to the Seller extent permitted by applicable law and except as otherwise provided herein, elect with the relevant taxing authority to close the taxable period of the Company and the Subsidiaries at the end of the day on the Closing Date; and. For purposes of this Agreement, accordinglyin the case of any Tax that is imposed on a periodic basis and is payable for a taxable period that begins before the Closing Date and ends after the Closing Date (including without limitation any Taxes resulting from a Tax audit or administrative court proceeding), the parties agree that portion of such Taxes which is payable for the portion of such taxable year of the Company will end for federal (and applicable state and local) income Tax purposes as of the end of the day period ending on the Closing Date pursuant to the provisions of Treasury Regulations Section 1.1502-76(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 such Straddle Period ending on and including the Closing Date shall be: be (i) in the case of Taxes that are either (A) any Tax other than a Tax based upon or related to income, premiums, measured by income or receipts, (B) 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, with respect to which Section 9.4 shall govern), or (C) not described in Section 9.1(b)(ii), 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 as of the end of the day on the Closing Date as determined using a “closing of the books methodology”; and (ii) in the case of property Taxes and other similar Taxes imposed on a periodic basis with respect to the assets of the Company, deemed to be the amount of such Taxes Tax for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes Tax for the immediately preceding period), ) multiplied by a fraction fraction, the numerator of which is the number of days in the Straddle Period portion of such taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period. taxable period and (cii) In in the event case of an indemnity claim by a Tax Indemnitee pursuant to Section 9.1 hereofbased upon or measured by income or receipts, payment by the Seller amount which would be payable if the relevant taxable period ended on the Closing Date. Any credit or refund resulting from an overpayment of any amount payable under Section 9.1 that can be satisfied by a remittal of Tax to a Taxing Authority Taxes shall be made within ten prorated based upon the method employed in clause (10ii) days (or such shorter period of time as shall constitute timely payment) following Seller’s receipts of written notice from the Tax Indemnitee that payment of such amounts to the appropriate Taxing Authority is due; provided that the Seller shall not be required to make any payment earlier than five (5) days before it is due to the appropriate Taxing Authority. In all other cases, payment shall be made within ten (10) days following written demand thereforimmediately 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. The taxable period of any partnership or other pass-through entity in which the Company or any Subsidiary is a Tax that is contested partner or other beneficial interest holder shall be deemed to terminate on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in accordance a manner consistent with the provisions of Section 9.5, payment prior practice of the Tax to Company and 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 courtSubsidiaries.

Tax Indemnities. (a) The Seller shall indemnifyFrom and after the Closing Date, defend and hold harmless --------------- the BOC Group agrees to indemnify the Purchaser and its Affiliates (including each Subsidiary against any claim under any tax sharing or similar agreement entered into prior to the Company)Closing Date to which such Subsidiary is a party, and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes (i) imposed on any member of an affiliated group (other than the Subsidiaries) with which any Subsidiary has filed a consolidated, combined group or similar type of income tax return with respect to any taxable period that ends on or before the Closing Date or includes the Closing Date (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and outby reason of the application of Treasury Regulation Section 1.1502-of-pocket expenses) arising out 6 or any similar provision of state, local or attributable to (i) any breach of any representation foreign tax law or warranty contained in Section 2.14 of this Agreementregulation), (ii) imposed on any and all Taxes for Subsidiary with respect to any Taxable Period, taxable period or portion thereof, ending thereof that ends on or before the Closing Date (including, for the avoidance of doubt, Taxes resulting from any Subsidiary ceasing to be a member of any Affiliated Group on or before the Closing Date) and (iii) arising in connection with the formation of Healthcare Holding in Sweden AB and any transfers of the stock of Health Care Holding in Sweden AB, BOC Ohmeda Oy, or the patent rights, goodwill and other intangible assets relating to Brevibloc by or among the BOC Group or any Affiliate and, except as provided in Section 7.01, the Transactions and the transactions contemplated by the PPD Purchase Agreement, the MSD/SPD Purchase Agreement and the INO Purchase Agreement; provided, however, that in each case, the BOC Group shall be liable only to the extent that such Taxes are in excess of the amount specifically set forth in any Tax reserve accrued reserved for such Taxes on the Final Closing StatementCut-Off Date Divisional Balance Sheet (as identified in a schedule attached thereto; for these purposes no Tax reserves for any deferred Taxes will be taken into account); provided further, however, that no indemnity shall be provided under this Agreement for any Taxes resulting from (i) an actual or a deemed election under Section 338 of the Code or comparable provisions of any state, foreign or other tax law with respect to the transactions contemplated by this Agreement (except to the extent attributable to a Non-U.S. Subsidiary being deemed, as of the time immediately preceding the Closing, to be a "controlled foreign corporation" as defined in Section 957 of the Code or a foreign corporation engaged in trade or business in the United States as defined in Section 864(b) of the Code), (ii) the non-availability, loss or a reduction of any net operating loss, capital loss or Tax credit carryover or any other similar Tax relief allocable to any Subsidiary or (iii) any and all unpaid Taxes, whether determined transaction of any Subsidiary occurring on a separate, consolidated, combined, group or unitary basis, including any penalties and interest in respect thereof, of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from the Company having been a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made on or before the Closing Date principally relating to after the sharing Closing that is not in the ordinary course of liability for, or payment of, Taxes and (C) as a transferee or successor, or business other than those contemplated by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoingthis Agreement, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements of basis. For the avoidance of doubtMSD/SPD Purchase Agreement, the rights PPD Purchase Agreement and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject to the provisions of ARTICLE VIIIINO Purchase Agreement. (b) If the Purchaser files a consolidated Tax Return for U.S. federal income tax purposes for its Tax year that includes From and after the Closing Date, the parties acknowledge Purchaser shall indemnify the BOC Group and agree its Affiliates against all Taxes imposed on or with respect to the Subsidiaries that they intend are not subject to treat the Company as becoming indemnification pursuant to paragraph (a) of this Section 7.03, including, but not limited to, Taxes (i) resulting from an actual or a member deemed election under Section 338 of the Purchaser’s consolidated group and Code or comparable provisions of any state (except to the extent attributable to a Non-U.S. Subsidiary being deemed, as ceasing of the time immediately preceding the Closing, to be a member "controlled foreign corporation" as defined in Section 957 of the consolidated group that includes Code or a foreign corporation engaged in trade or business in the Seller at the end United States as defined in Section 864(b) of the day on Code), foreign or other tax law with respect to the Closing Date; andtransactions contemplated by this Agreement, accordingly, the parties agree that the taxable year (ii) resulting from any transaction of the Company will end for federal (and applicable state and local) income Tax purposes as of the end of the day Subsidiaries occurring on the Closing Date pursuant to after the provisions Closing that is not in the ordinary course of Treasury Regulations Section 1.1502-76(b). In business and is not contemplated by this Agreement, the case of Taxes MSD/SPD Purchase Agreement, the PPD Purchase Agreement or the INO Purchase Agreement or (iii) that are payable allocable to or incurred with respect to a Straddle Period, the any taxable period or portion of any such Tax thereof that is allocable to the portion of such Straddle Period ending begins on and including or after the Closing Date shall be: (i) in the case of Taxes that are either (A) based upon or related to income, premiums, or receipts, (B) 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, with respect to which Section 9.4 shall govern), or (C) not described in Section 9.1(b)(ii), 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 as of the end of the day on the Closing Date as determined using a “closing of the books methodology”; and (ii) in the case of property Taxes and other similar Taxes imposed on a periodic basis with respect to the assets of the 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 Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle PeriodDate. (c) In the event of an indemnity claim by a Tax Indemnitee pursuant to Section 9.1 hereof, payment Payment by the Seller indemnitor of any amount payable due under this Section 9.1 that can be satisfied by a remittal of Tax to a Taxing Authority 7.03 shall be made within ten (10) thirty days (or such shorter period of time as shall constitute timely payment) following Seller’s receipts of written notice from by the Tax Indemnitee indemnitee that payment of such amounts to the appropriate Taxing Authority Tax authority is due; , provided that the Seller indemnitor shall not be required to make any payment earlier than five (5) days before it is due to the appropriate Taxing AuthorityTax authority. In If the BOC Group or any Affiliate receives an assessment or other notice of Taxes due with respect to the BOC Group or any of the Subsidiaries for any period ending on or before the Closing Date for which the BOC Group is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.03 because all other casesor a part of such Tax does not exceed the amount specifically reserved for such Taxes on the Cut-Off Date Divisional Balance Sheet (as identified on a schedule attached thereto), payment then the Purchaser shall be made within ten (10) days following written demand thereforpay the amount of such Tax for which the BOC Group is not responsible, or if the BOC Group or any Affiliate pays such amount, then the Purchaser shall pay to the BOC Group, in accordance with the first sentence of this Section 7.03(c), such amount. In the case of a Tax that is contested in accordance with the provisions of Section 9.57.05, payment of the Tax to the appropriate Taxing Authority Tax 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 Tax authority or a court.. Notwithstanding anything contained herein to the contrary, in the case of any sale of Shares by the BOC Group or an Affiliate thereof resident in the United Kingdom, the payment of any amount due under this

Tax Indemnities. Subject to Clause 4, the Indemnifiers hereby covenants with and undertake, jointly and severally, to indemnify the Purchaser for itself and as trustee for its successors in title and the Company, the Subsidiaries and the Patina JV Group, and to keep them indemnified against: (a) The Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates (including any Tax liability of the Company), and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes (includingof the Subsidiaries or any members of the Patina JV Group resulting from or by reference to any income, without limitationprofits or gains earned, reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses) arising out of accrued or attributable to (i) any breach of any representation or warranty contained in Section 2.14 of this Agreement, (ii) any and all Taxes for any Taxable Period, or portion thereof, ending received on or before the Closing Completion Date except to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statement, (iii) any and all unpaid Taxes, whether determined on a separate, consolidated, combined, group or unitary basis, including any penalties and interest in respect thereof, of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision action, omission or default of state or local law resulting from the Company having been a member any of an affiliated, consolidated, combined or unitary group prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made them on or before the Closing Completion Date principally relating which give rise to any Tax liability on any of them; (b) any Tax liability of the sharing Company, any member of the Group or any members of the Patina JV Group that arises after Completion which is attributable to an act, omission or transaction by the Vendors and which liability for, or payment of, Taxes and (C) as a transferee or successor, or by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of to Tax falls upon the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach of any relevant member of the tax covenants provided for in Section 9.6. Notwithstanding Group or any member of the foregoing, the Purchaser shall be entitled to recover Losses Patina JV Group as a result of clause its having been in the same group for Tax purposes as the Vendors at any time before Completion; (ivc) any Tax liability of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregateCompany, taking into account both overstatements and understatements of basis. For the avoidance of doubt, the rights and obligations any of the Parties with respect Subsidiaries or any member of the Patina JV Group that would not have been payable had there been no breach of any Warranties related to indemnification by Tax and which is not the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject of the covenants in paragraphs (a) to the provisions of ARTICLE VIII. (b) If above; and (d) all Losses which are incurred or suffered by the Purchaser files a consolidated Tax Return for U.S. federal income tax purposes for its Tax year that includes or the Closing DateCompany, the parties acknowledge and agree that they intend to treat the Company as becoming a any member of the Purchaser’s consolidated group and as ceasing to be a Group or any member of the consolidated group that includes the Seller at the end of the day on the Closing Date; and, accordingly, the parties agree that the taxable year of the Company will end for federal (and applicable state and local) income Tax purposes as of the end of the day on the Closing Date pursuant to the provisions of Treasury Regulations Section 1.1502-76(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 such Straddle Period ending on and including the Closing Date shall be: (i) in the case of Taxes that are either (A) based upon or related to income, premiums, or receipts, (B) imposed Patina JV Group 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, with respect to which Section 9.4 shall govern), or (C) not described in Section 9.1(b)(ii), 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 as of the end of the day on the Closing Date as determined using a “closing of the books methodology”; and (ii) matters referred to in the case of property Taxes and other similar Taxes imposed on a periodic basis with respect to the assets of the 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 Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Periodthis Clause 2. (c) In the event of an indemnity claim by a Tax Indemnitee pursuant to Section 9.1 hereof, payment by the Seller of any amount payable under Section 9.1 that can be satisfied by a remittal of Tax to a Taxing Authority shall be made within ten (10) days (or such shorter period of time as shall constitute timely payment) following Seller’s receipts of written notice from the Tax Indemnitee that payment of such amounts to the appropriate Taxing Authority is due; provided that the Seller shall not be required to make any payment earlier than five (5) days before it is due to the appropriate Taxing Authority. In all other cases, payment shall be made within ten (10) days following written demand therefor. In the case of a Tax that is contested in accordance with the provisions of Section 9.5, 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) The Seller Sellers shall be jointly and severally liable for and shall pay, reimburse, indemnify, defend and hold harmless the Purchaser and its Affiliates (including the Company)Buyer Group Indemnitees for, and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes against (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expensesduplication) arising out of or attributable to any: (i) Taxes imposed on any breach of Company for any representation Pre-Closing Tax Period, or warranty contained for which any Company may be liable as a transferee, successor in Section 2.14 of this Agreementinterest, by Contract, under applicable Law or otherwise for any Pre-Closing Tax Period; (ii) Taxes imposed on any and all Taxes for any Taxable PeriodCompany, or portion thereoffor which any Company may be liable, ending under any Tax Contract entered into on or before prior to the Closing Date except to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statement, Date; (iii) Taxes imposed on any and all unpaid TaxesCompany, whether determined on a separate, consolidated, combined, group or unitary basis, including for which any penalties and interest in respect thereof, of the Company (A) may be liable pursuant to Treasury Regulations section Section 1.1502-6 or any comparable similar provision of state state, local or local law resulting from the foreign Law, as a result of any Company having been included in a member of an affiliatedcombined, consolidated, combined affiliated, unified or unitary group Tax Return for any Pre-Closing Tax Period or having had its Tax liability calculated on a combined, consolidated, unified, group or affiliated basis for any Pre-Closing Tax Period; (iv) Taxes relating to, resulting from or arising out of (A) any of the Companies being required to include any item of income or gain in, or exclude any item of loss or deduction from, the determination of taxable income for any Post-Closing Tax Period as a result of any (1) change in method of accounting for a Pre-Closing Tax Period under Section 481 of the Code (or any corresponding provision of state, local or foreign Law), (2) installment sale or open transaction made or entered into on or prior to the Closing Date, (B3) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made prepaid amount received on or before prior to the Closing Date principally or (4) intercompany transaction that will be required to be taken into account under Treasury Regulations Section 1.1502-13 (or any predecessor provision or any similar provision of state, local or foreign Law) and that occurs on or prior to the Closing Date or (B) any of the Companies having made an election under Section 108(i) of the Code to defer the recognition of any cancellation of indebtedness income; (v) Losses or Taxes relating to, resulting from or arising out of any breach or nonperformance of any representation, warranty, covenant or agreement by Sellers set forth in this Agreement to the extent relating to Taxes or Tax matters; (vi) Taxes relating to, resulting from or arising out of (A) any transaction occurring on or prior to the sharing of liability forClosing Date pursuant to or as contemplated by this Agreement or any Ancillary Agreement, (B) any transaction occurring pursuant to or payment of, Taxes as contemplated by Section 4.10 (including any such transaction occurring after the Closing Date) and (C) as a transferee or successor, or by operation of law, any Liabilities under the agreements that are required to be terminated pursuant to Section 5.7(b); (ivvii) the Transfer Taxes allocable to Seller providing inaccurate tax basis information as provided for in pursuant to Section 6.7(d5.6; (viii) for Taxes imposed on any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority Buyer Group Indemnitee with respect to such basis, any Taxes required to be deducted or withheld from any amount paid or payable (vor treated for Tax purposes as paid or payable) the breach of by any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoing, the Purchaser shall be entitled Buyer Group Indemnitee pursuant to recover Losses as a result of clause (iv) of the preceding sentence only if and this Agreement or any Ancillary Agreement to the extent that such cumulative Losses result from an inaccuracy Taxes are not deducted or withheld; and (ix) reasonable out of pocket costs, expenses, fees and other amounts incurred in the tax basis information that exceeds $500,000 in the aggregatecontesting, taking into account both overstatements and understatements of basis. For the avoidance of doubtdetermining, the rights and obligations of the Parties with respect to indemnification by the Seller investigating, or settling any matter for any and all Tax matters shall which a claim for indemnity may be solely governed by this ARTICLE IX and shall not be subject made pursuant to the provisions of ARTICLE VIIIforegoing (including attorneys’ and accountants’ fees). (b) If the Purchaser files a consolidated Tax Return Buyer shall be liable for U.S. federal income tax purposes for its Tax year that includes the Closing Dateand shall pay, the parties acknowledge reimburse, indemnify, defend and agree that they intend to treat the Company as becoming a member of the Purchaser’s consolidated group hold harmless Seller Indemnitees for, from and as ceasing to be a member of the consolidated group that includes the Seller at the end of the day on the Closing Date; and, accordingly, the parties agree that the taxable year of the Company will end for federal against (and applicable state and local) income Tax purposes as of the end of the day on the Closing Date pursuant to the provisions of Treasury Regulations Section 1.1502-76(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 such Straddle Period ending on and including the Closing Date shall be:without duplication): (i) in the case of Taxes that are either (A) based upon or related to income, premiumsimposed on any Company for any Post-Closing Tax Period, or receiptsfor which any Company may be liable for any Post-Closing Tax Period, (B) 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, with respect to which Section 9.4 shall govern), or (C) not each case excluding Taxes described in Section 9.1(b)(ii5.1(a); (ii) Taxes relating to, deemed equal resulting from or arising as a result of any breach or nonperformance of any covenant by Buyer set forth in this Agreement to the amount which would be payable extent relating to Taxes or Tax matters; (after giving effect iii) Transfer Taxes allocable to amounts which may be deducted from or offset against such Taxes) if the Taxable Period ended as of the end of the day on the Closing Date as determined using a “closing of the books methodology”Buyer pursuant to Section 5.6; and (iiiv) in the case reasonable out of property Taxes pocket costs, expenses, fees and other similar Taxes imposed on amounts incurred in contesting, determining, investigating, or settling any matter for which a periodic basis with respect claim for indemnity may be made pursuant to the assets of the Company, deemed to be the amount of such Taxes for the entire Straddle Period foregoing (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 periodincluding attorneys’ and accountants’ fees), multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period. (c) In the event of an indemnity claim by a Tax Indemnitee pursuant to Section 9.1 hereof, payment by the Seller of any amount payable under Section 9.1 that can be satisfied by a remittal of Tax to a Taxing Authority shall be made within ten (10) days (or such shorter period of time as shall constitute timely payment) following Seller’s receipts of written notice from the Tax Indemnitee that payment of such amounts to the appropriate Taxing Authority is due; provided that the Seller shall not be required to make any payment earlier than five (5) days before it is due to the appropriate Taxing Authority. In all other cases, payment shall be made within ten (10) days following written demand therefor. In the case of a Tax that is contested in accordance with the provisions of Section 9.5, 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.