Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing, Buyer shall be indemnified by H&H Group from and against (i) any Taxes of the Company, Newco and the Sold Subsidiaries for all Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions), (ii) any Taxes imposed on or incurred by the Company, Newco or any Sold Subsidiary caused by or resulting from the sale of the Newco Shares hereunder (except as provided in Section 9.12(c) with respect to Transfer Taxes), (iii) any Taxes of any member of an affiliated, combined or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member on or prior to the Closing Date, Axys shall be liable toincluding pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and shall indemnify (iv) any Taxes of any Person (other than the Company, Newco and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (iSold Subsidiaries) Taxes imposed on Newco or attributable any Sold Subsidiary as a transferee or successor, by contract or pursuant to the Company with respect any Law, which Taxes relate to taxable years any Tax period or periods portion thereof ending on or before prior to the Closing Date; provided, however, that Buyer shall not be indemnified to the extent such Taxes (A) result from any transaction occurring on the Closing Date but after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (includingB) are attributable to or arise from, without limitationand would not have been incurred but for, any income taxes arising as a result breach by Buyer of any Section 338(h)(10provision of this Agreement. In the case of any taxable period that includes (but does not end on) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), the amount of any Taxes imposed based on or attributable measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Company which are allocable, pursuant Pre-Closing Tax Period shall be deemed to Section 9.8(c), to be the portion amount of such Straddle Period Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of calendar days in the taxable period ending on the Closing Date (an "Interim and the denominator of which is the number of days in such Straddle Period") (Interim Periods and any taxable years or periods that end on or prior . Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties limitations set forth in Section 3.24 or a breach of this Article 9 and shall be determined and satisfied in accordance with the covenants contained procedures and limitations set forth in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII 9. There shall be liable for no duplication between the obligation to indemnify in Section 9.02 and shall the obligation to indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of in this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be9.12.

Tax Indemnity. (a) Notwithstanding The Parties acknowledge and agree that the Extension Structure is not intended to result in any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable Extension Structure Tax Cost to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Indemnified Entity. (b) Notwithstanding any other provisions Subject to clause 5.1(f), the Unit Holder must indemnify and keep indemnified Aurizon Network and the Trustee (both in its capacity as trustee of this Agreement to the contrary, from Trust and after the Closing Date, DPII shall be liable for and shall indemnify Axys and in its officers, directors, Affiliates and assigns from and personal capacity) (each an Indemnified Entity) against the following amounts: any: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and Extension Structure Tax Cost; and (ii) Taxes imposed on all costs and expenses incurred or attributable payable by an Indemnified Entity or a Related Body Corporate of it in connection with any Extension Structure Tax Cost referred to in this clause 5.1(b) or any action taken under or consistent with this clause 5, (for the avoidance of doubt, costs incurred by an Indemnified Entity in the ordinary course of its business in relation to matters that are unlikely to give rise to an Extension Structure Tax Cost are excluded), including: (A) reasonable costs of engaging any person (other than an Indemnified Entity) to assist the Indemnified Entity; (B) reasonable costs of employees of the Indemnified Entity or a Related Body Corporate of it; and (C) all costs relating to legal proceedings concerning any Extension Structure Tax Cost, any audit or investigation made by a Governmental Agency in relation to the CompanyTax treatment of the Extension Structure, and the settlement of, and steps taken to mitigate or for resolve any process which could lead to, an Extension Structure Tax Cost, whether or not it transpires that it does, but only to the Company may otherwise be liable, for any taxable period that begins after the Closing Dateextent set out in clause 5.6. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such An Extension Structure Tax that is allocable to the Interim Period shall beCost is: (i) any Liability for Tax that an Indemnified Entity or the Head Company incurs, suffers or is liable for, less any Extension Structure Tax Benefit; (ii) any Liability incurred by an Indemnified Entity under a Transaction Document to compensate another party to that document in respect of that party’s Liability for Tax; or (iii) the case tax effect (if any) of Taxes any Tax Relief of an Indemnified Entity or the Head Company that are either is utilised or denied, in respect of the implementation of, participation in or exit from the Extension Structure where: (xiv) based upon the Liability, utilisation or related to income denial would not have arisen or receipts, occurred; or (v) the Liability or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which of the Tax Relief utilised or denied is greater than the amount that would behave arisen, been utilised or denied, had the Extension not been designed, procured, constructed and commissioned and the Extension Structure not been implemented.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys the Parent Indemnified Parties shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns indemnified from and against the following amounts: any Damages attributable to (i) Taxes imposed on or attributable to of the Company and its Subsidiaries for any Pre-Closing Tax Period, (ii) any Taxes with respect to taxable years any Pre-Closing Tax Period of any member of an affiliated, consolidated, unitary or periods ending on combined group of which the Company or any of its Subsidiaries (or any predecessor thereof) is or was a member before the Closing Date Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law, (including, without limitation, iii) any income taxes arising Taxes of any Person (other than the Company or any of its Subsidiaries) imposed on the Company or any of its Subsidiaries as a result transferee, successor, by contract (excluding contracts with respect to which Taxes are an ancillary matter) or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing Date, and (iv) Taxes of the Company or any of its Subsidiaries, and Taxes of any other Person for which the Company or any of its Subsidiaries is liable as a transferee, successor, by contract (excluding contracts with respect to which Taxes are an ancillary matter), or pursuant to any Law, in each such case to the extent such Taxes are attributable to any action taken by the Company or any of its Subsidiaries on the Closing Date that is not contemplated by this Agreement and was not taken at the direction of any of the Parent Indemnified Parties; provided, however, the aggregate Damages resulting from any such Taxes for which indemnification is sought pursuant to this Section 338(h)(106.9(a) Election)exceeds $20,000 in each instance or aggregated instances arising out of substantially similar or related facts and circumstances; (iiprovided, further, that the Parent Indemnified Parties shall not be entitled to any indemnification under this Section 6.9(a) with respect to taxable years any Taxes required to be collected from customers or periods beginning before withheld from any payment to any employee, independent contractor, creditor, or other third party and paid over to a Tax Authority to the extent such Taxes were (A) collected by the Company or any of its Subsidiaries prior to the Closing Date and ending after (B) held for remittance to the relevant Tax Authority as of the Closing Date Date. For purposes of clauses (i) and (ii) of this Section 6.9(a), in the case of any Taxes that are imposed on a "periodic basis and are payable for a Straddle Period"), Taxes imposed on or attributable to the Company portion of such Tax which are allocable, pursuant to Section 9.8(c), relates to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into day before the Closing Date shall (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (ix) in the case of any Taxes that are either (x) other than Taxes based upon or related to income or income, receipts, or employment, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (y) imposed in connection with the case of any sale Tax based upon or other transfer related to income, receipts, or assignment of property (real or personal, tangible or intangible), employment be deemed equal to the amount which would bebe payable if the relevant taxable period ended on the day before the Closing Date.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, SE Transmission and after the Closing Date, Axys MLP GP shall be jointly and severally liable tofor, shall pay and shall protect, defend, indemnify and hold harmless, DPII, harmless Spectra MLP and the Company and their respective officers, directors, Affiliates and assigns Saltville Companies from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth contained in Section 3.24 4.10, (ii) any and all Taxes in excess of any liability for Taxes (for the period through the Effective Time) reflected in the Final Net Working Capital which relate to or a breach result from the income, Business, property or operations of the covenants contained in this Article IXSaltville Companies prior to the Effective Time, without duplication; (iii) any Taxes arising as a result of the Saltville Restructuring and (viiv) with respect to any tax liabilities of the Saltville Companies as a result of the provisions of Treasury Regulation Section 1.1502-6 or any similar provision of foreign, state or local law. Spectra MLP shall be solely liable for, shall pay and shall protect, defend, indemnify and hold harmless each of SE Transmission and MLP GP from any and all Taxes which relate to or other payments required to be made result from the income, Business, property or operations of the Saltville Companies after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Effective Time. (b) Notwithstanding If any other provisions claim (an “Indemnified Tax Claim”) is made by any Tax Authority that, if successful, would result in indemnification of any Party (the “Tax Indemnified Party”) by another Party (the “Tax Indemnifying Party”) under this Agreement to Section 7.3, the contraryTax Indemnified Party shall promptly, from and after but in no event later than the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: earlier of (i) Taxes imposed on 45 days after receipt of notice from the Tax Authority of such claim or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable 15 days prior to the Companydate required for the filing of any protest of such claim, or for which notify the Company may otherwise be liable, for any taxable period that begins after the Closing DateTax Indemnifying Party in writing of such fact. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for The Tax Indemnifying Party shall control all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company decisions with respect to Taxes that are payable any Tax Proceeding involving an Indemnified Tax Claim and the Tax Indemnified Party shall take such action (including settlement with respect to an Interim Period, the portion of any such Tax Proceeding or the prosecution of such Tax Proceeding to a determination in a court or other tribunal of initial or appellate jurisdiction) in connection with a Tax Proceeding involving an Indemnified Tax Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney; provided, however, that is allocable to the Interim Period shall be: (i) in within 30 days after the case notice required by Section 7.3(b) has been delivered (or such earlier date that any payment of Taxes with respect to such claim is due but in no event sooner than five days after the Tax Indemnifying Party’s receipt of such notice), the Tax Indemnifying Party requests that are either such claim be contested, and (xii) based upon if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and xxx for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. The Tax Indemnified Party shall not make any payment of an Indemnified Tax Claim for at least 30 days (or such shorter period as may be required by Law) after the giving of the notice required by Section 7.3(b) with respect to such claim, shall give to the Tax Indemnifying Party any information requested related to income or receiptssuch claim, or (y) imposed and otherwise shall cooperate with the Tax Indemnifying Party in connection with order to contest effectively any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would besuch claim.

Tax Indemnity. (a) Notwithstanding any 10.3.1 Subject to Closing and subject to the limitations, exclusions and other provisions of this AgreementClause 10, fromeach Seller, on a several basis and after not on a joint basis undertakes to indemnify at the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, Purchaser’s discretion either the Purchaser or the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: any (i) penalties for late filing or late payment resulting from a breach of the Tax Guarantees pursuant to Clause 10.2 and (ii) Taxes validly imposed on or attributable to the Company with respect relating to taxable years or Tax assessment periods (steuerliche Veranlagungszeiträume) ending on or before the Closing Effective Date (includingthe “Pre-Effective Date Period” and the “Pre-Effective Date Taxes”, without limitationrespectively) on a pro rata basis pursuant to the shareholding ratio among the Sellers pursuant to Schedule 1.1. For the avoidance of doubt, any income taxes arising withholding Tax (Kapitalertragsteuer) to be withheld by the Company on the dividend distribution of a gross amount of EUR 2,300,000 as a result set forth in Clause13.1.1 shall – irrespective of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after payment date of such withholding Tax – not be indemnified under this Clause 10.3.1, provided, however, that the Closing Date (a "Straddle Period"), Taxes imposed on or attributable withholding Tax amount will not be paid out to the Company which are allocable, pursuant to Sellers and the payment of the withholding Tax shall not reduce the the working capital amount of EUR 600,000.00 provided for in Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods 5.5. 10.3.2 The obligation under Clause 10.3.1 shall only apply if and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent that (a) such Taxes have not been paid by Axys); on or before the Closing Date; (vb) such Taxes imposed on exceed the DPII or amount of all Tax liabilities (Steuerverbindlichkeiten) and Tax accruals and provisions (Steuerrückstellungen) of the Company – even if part of other liabilities, accruals and provisions – included in the Reference Financial Statements; (c) the Company has no corresponding claim for repayment, reimbursement or indemnification with respect to any Pre-Effective Date Tax against a third party unless such claim cannot be recovered within three (3) months after the Pre-Effective Date Taxes have become due for payment in which case the respective claim shall be assigned to the Sellers concurrently (Zug-um-Zug) to indemnification of any such not covered Taxes; (d) such Taxes do not relate directly or indirectly to any measure (including any change in the accounting and taxation policies or practice and any change of methods of submitting taxation returns) initiated or executed by the Purchaser or – after the Closing Date – by the Company; (e) such Taxes do not correspond to or cannot be offset against a Tax Asset which can also arise at a different type of Tax and which is based on a circumstance having triggered the Tax indemnification claim, including, but not limited, to reciprocal effects (Wechselwirkungen) resulting e.g. from the lengthening of depreciation periods or higher depreciation allowances (Phasenverschiebung) or from transfer of items relevant for Taxes (e.g. turnover, income, expenses, value added tax payable corresponding with a value added tax refund etc.) into another calendar year; (f) such Taxes do not result from changes of laws or their interpretation coming into force after the Effective Date; (g) such Taxes have not already been reimbursed by the Sellers as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained Sellers’ Guarantees set forth in this Article IX, without duplication; and (vi) Taxes Clause 8.16.5 or other Clause 8.16.6 but only in relation to social security contributions / payments required to be made after the date hereof by for independent contractors working for the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from up and after until the Closing Date, DPII ; and (h) the liability for such Tax is not excluded according to this Clause 10. 10.3.3 Taxes payable for a Tax assessment period starting prior to and ending after the Effective Date (the “Straddle Tax Period”) shall be liable for allocated between the part of the Straddle Tax Period starting at the beginning of the first day of the Straddle Tax Period and shall indemnify Axys ending at the Effective Date (the “Pre-Effective Date Straddle Tax Period”) and its officers, directors, Affiliates and assigns from and against the part of the Straddle Tax Period starting at the beginning of the day following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Effective Date and (ii) Taxes imposed on or attributable to ending at the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as close of the last day of the taxable year or period Straddle Tax Period. The amount of Taxes attributable to the Company, and such Interim Pre-Effective Date Straddle Tax Period shall be treated as a short taxable year and a the amount of Taxes to which the Company would be liable if the Pre-Closing Effective Date Straddle Tax Period for purposes of this Section 9.8(cwere a separate Tax assessment period (“as if assessment”). In any case where applicable law does not permit the Company The indemnification obligation pursuant to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period this Clause 10.3 shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal be limited to the amount of Taxes for which the Company would bebe liable on a stand alone basis for the Pre-Effective Date Straddle

Tax Indemnity. (a) Notwithstanding any other 9.1.1 The Seller shall, subject to the provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmlessthe Purchaser and/or, DPIIat the Purchaser's option, each of the Company and their respective officers, directors, Affiliates and assigns Group Companies harmless on a Euro-for-Euro basis from and against any Losses and any Taxes (to the following amounts: extent such Losses or Taxes are not adjusted for in the adjustment of the Final Purchase Price pursuant to Article 2.4) imposed on or otherwise payable or suffered by any of the Group Companies (which for the avoidance of doubt shall include settlement of any payment obligation in respect of any such Taxes on behalf of the relevant Group Company on or before their due date) if and to the extent that they are attributable to: (i) Taxes imposed on a taxable year or attributable to the Company with respect to taxable years or periods ending period that ends on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election"Pre-Closing Tax"); or (ii) with respect to taxable years or periods beginning before in the Closing Date and ending after the Closing Date (a "case of any Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the at Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on being allocated for the DPII or the Company as a result purposes of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written9.1.1 in accordance with Article 9.1.2). (b) Notwithstanding any other provisions of this Agreement 9.1.2 With respect to the contraryStraddle Period, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) relevant Taxes imposed on or attributable to the Company which that are allocable, pursuant to Section 9.8(c), allocable to the portion of any the Straddle Period beginning after the ending at Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of relevant Taxes that are either are: (x1) based upon or related to actual or deemed income or receipts, ; or (2) based upon or related to any actual or deemed event or transaction; or (y3) imposed or payable in connection with any actual or deemed service, sale or other transfer or assignment of property (real or personal, tangible or intangible); or (4) required to be deducted from any actual or deemed payment, deemed equal to the amount which would bebe payable if the taxable period ended on (and included) the date of Closing; and (ii) in the case of relevant Taxes not falling within sub-paragraph (i) and imposed or payable on a periodic basis with respect to the assets of any of the Group Companies, or otherwise measured by the level of any item, deemed to be the amount of such relevant Taxes for the entire Straddle Period (or, in the case of such relevant Taxes determined on an arrears basis, the amount of such relevant 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 (and including) the date of Closing and the denominator of which is the number of calendar days in the entire Straddle Period; and (iii) in the case of other relevant Taxes not falling within sub-paragraph (i) or (ii), deemed equal to an amount calculated on a just and reasonable basis.

Tax Indemnity. (a) Notwithstanding any other provisions The Sellers shall, jointly and severally, indemnify the Buyers and their Affiliates (including the members of this Agreement, from, the Dresser-Rand Group) and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and each of their respective officers, directors, Affiliates partners, stockholders, employees, agents and assigns from representatives and hold them harmless against the following amounts: (i) Taxes imposed on or attributable all Tax liabilities of the members of the Dresser-Rand Group (other than non-income taxes to the Company with respect to extent reflected as a liability in the calculation of the Final Net Working Capital Amount) for all taxable years periods (or periods portions thereof in the case of a Straddle Period) ending on and including or before the Closing Date and (ii) all Tax liabilities of the Sellers and their Affiliates (other than the Dresser-Rand Group) for all taxable periods (or portions thereof in the case of a Straddle Period) ending on and including or before the Closing Date, (iii) all Tax liabilities imposed on any of the Sellers and their Affiliates (including the Dresser-Rand Group) under Section 1.1502-6 of the Treasury Regulations (or any corresponding or similar provision of state, local or foreign law) as a result of being a member of any affiliated, consolidated, combined, unitary or similar group prior to the Closing or pursuant to any tax-allocation or tax-sharing agreement in existence prior to the Closing, (iv) all Tax liabilities arising out of or due to any breach of any covenant, undertaking or other agreement of the Sellers contained in this Agreement or any certificate delivered pursuant to this Agreement, (v) all Taxes resulting from or attributable to any reduction in the Tax basis of the assets of Dresser-Rand Holding Company or Dresser-Rand Power, Inc. or any of their Subsidiaries (including, without limitation, the Tax basis in the stock of any income taxes arising such Subsidiaries) pursuant to Section 732(f) of the Code and the Treasury Regulations promulgated thereunder (or any corresponding or similar provision of state, local or foreign law) as a result of any Section 338(h)(10the transactions set forth in step 2 of Exhibit B (provided that the indemnity contained in this subclause (v) Election); (ii) shall not apply with respect to the directly held assets of Dresser-Rand Holding Company and the directly held assets of Dresser-Rand Power, Inc. to the extent that (A) within the two year period following the Closing (1) Buyers cause Dresser-Rand Holding Company or Dresser-Rand Power, Inc. to be taxed as a corporation for U.S. federal income tax purposes or (2) Buyers cause Dresser-Rand Holding Company or Dresser-Rand Power, Inc. to transfer any of such directly held assets to a related entity that is a corporation for U.S. federal income tax purposes and (B) the action referred to in subclause (A) above results in Buyers' having a basis in such directly held assets that is less than the basis the Buyers would have had in such assets in the absence of the action referred to in subclause (A) above), (vi) any Taxes resulting from or attributable to any insurance recoveries with respect to the Pending Insurance Claim, and (vii) all reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) arising out of or incidental to the imposition, assessment or assertion of a Tax described in subclauses (i) through (vi) above. The Tax indemnity provided under this Section 6.5(a) shall not cover Tax liabilities resulting from any transaction of a member of the Dresser-Rand Group not in the ordinary course of business (other than the transactions contemplated hereunder) that occurs on the Closing Date but after the Closing. (b) The Buyers, jointly and severally, and the members of the Dresser-Rand Group shall indemnify the Sellers and their Affiliates and each of their respective officers, directors, employees and agents and hold them harmless against (i) all Tax liabilities of the members of the Dresser-Rand Group with respect to any taxable years period (or periods beginning before portions thereof in the case of a Straddle Period) that begins after the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes that are imposed on or attributable in respect of a member of the Dresser-Rand Group and (ii) all Tax liabilities arising out of or due to any breach of any covenant or other agreement of the Company which Buyers contained in this Agreement. (c) For purposes of this Section 6.5, in the case of any Taxes that are allocableimposed on a periodic basis and are payable for a Straddle Period, pursuant to Section 9.8(c), the portion of such Tax related to the portion of such Straddle Period ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of any Taxes that are either other than gross receipts, sales or use taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire taxable period, and (xii) in the case of any Tax based upon or related to income or and gross receipts, sales or (y) imposed in connection with any sale or other transfer or assignment of property (real or personaluse taxes, tangible or intangible), be deemed equal to the amount which would bebe payable if the relevant taxable period ended on and included the Closing Date. The portion of any credits relating to the portion of a Straddle Period ending on and including the Closing Date shall be determined on a per diem basis in accordance with subclause (i) above. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the members of the Dresser-Rand Group. (d) Payment by the indemnitor of any amount due under this Section 6.5 shall be made within ten (10) business days following written notice by the indemnitee that payment of such amounts to the appropriate Taxing Authority or other third party is due, provided that the indemnitor shall not be required to make any payment earlier than five (5) business days before it is due to the appropriate Taxing Authority or other third party. In the case of any written notice by any of the Buyers indicating that Taxes are due for a Straddle Period Tax Return, such notice shall set forth in reasonable detail the calculations regarding the Sellers' share of such Taxes, and if within ten (10) business days after receipt of such notice, the Sellers notify the Buyers in writing that they disagree with the computation of their share of such Taxes and pay to the Buyers the portion of the Sellers' share of such Taxes that is not disputed, the Sellers and the Buyers shall proceed in good faith to determine the Sellers' share of such Taxes. If the Sellers do not so notify the Buyers and make payment of such undisputed portion in accordance with the immediately preceding sentence, the Sellers shall be deemed to have agreed to the Buyers' calculation of the Sellers' share of such Taxes. If the Sellers and Buyers cannot agree in good faith on such share within thirty (30) days after the Sellers' receipt of such notice, the Sellers' share of such Taxes shall be determined pursuant to Section 6.5(f), and the Sellers' remaining payment, if any, to the Buyers shall be due three (3) business days after the amount payable by the Sellers is determined by agreement between the Sellers and the Buyers or pursuant to Section 6.5(f), subject to the proviso in the first sentence of this Section 6.5(d). In the case of a Tax that is contested in accordance with the provisions of Section 6.6 below, payment of the Tax to the appropriate Taxing Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Taxing Authority or court. (e) Notwithstanding any provision in this Agreement to the contrary, the obligations of a party to indemnify and hold harmless another party pursuant to this Section 6.5 shall terminate at the close of business on the day following the expiration of the applicable statute of limitations with respect to the liabilities in question (giving effect to any waiver, mitigation, tolling or extension thereof); provided, however, that in the event written notice of any bona fide claim for indemnification pursuant to this Section 6.5 shall have been given in accordance herewith within the applicable survival period, the rights and obligations that are the subject of such claim for indemnification shall survive with respect to such claim until such time as such claim is fully and finally resolved. (f) Any disputes between the parties with respect to the Tax matters shall be resolved by the CPA Firm, whose fees and expenses shall be shared equally between the Sellers and the Buyers.

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementSubject to Section 9.5, from, and after the Closing Date, Axys Management Sellers shall be liable Liable to the Buyer for an amount equal to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: : (i) any and all Taxes imposed on or attributable to the Company with respect to taxable years any Tax period, or periods portion of a Tax period, ending on or before the Closing Date (includingthe “Pre-Closing Periods”), without limitationincluding any and all Taxes relating to the income, business, activities, operations, property, or assets of the Acquired Entities with respect to any Pre-Closing Period, any income taxes Event occurring on or before Closing and any such Taxes for which any of the Acquired Entities is or may be or become severally Liable or by reason of being a successor-in-interest or transferee of any Person; (ii) any and all Taxes arising as a result of, or by reference to any transaction under which any Indebtedness (including any entitlement to interest) owed by any of the Acquired Entities to Xxxxxxx or to any of the Sellers or any of Xxxxxxx’x or the Sellers’ Affiliates, is novated, assigned, cancelled, waived or converted into, or otherwise exchanged for, shares in, the relevant Acquired Entity, including any Taxes arising as a result of or by reference to any Section 338(h)(10of the transactions contemplated in the KPMG Restructuring Plan; (iii) Election); any and all Taxes of any Acquired Entities (not falling within (i) or (ii) with respect above) which is the liability to taxable years Tax of any other person (not being any of the Acquired Entities) and for which the relevant Acquired Entity is liable by reason of its ownership, control or periods beginning membership of any group for Tax purposes (or by reason of any changes in its ownership, control or the membership of such group), in both cases on or before the Closing Date Date; (iv) any claim being made against any Acquired Entity in respect of or relating to Taxes under the terms of any agreement for the sale and ending purchase of shares or a business or part of a business entered into by any Acquired Entity prior to Closing; (v) any and all employer National Insurance contributions or other non-UK employer social security contributions arising on or after the Closing Date (a "Straddle Period"), Taxes imposed on in connection with any employment-related securities acquired by employees or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion directors of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or Acquired Entity prior to the Closing Date being Date; and (vi) any and all reasonable costs and expenses properly incurred by the Buyer arising out of or incidental to any liability or amount referred to collectively hereinafter as "Pre-Closing Periods"); in paragraphs (iiii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on above for which the DPII Sellers are liable, or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof with any bona fide action taken by the Company Buyer to recover any Person under any Tax sharing, indemnity or allocation agreement entered into before amounts due from the Closing Date (whether oral or written)Sellers hereunder. (b) Notwithstanding The Liability of the Management Sellers under Section 8.1(a) above shall, in addition to any other provisions of this Agreement Taxes referred to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: in (i) Taxes imposed on or attributable to the Company which are allocable(v) of Section 8.1(a) above, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall beextend to: (i) the use or set-off of any Buyer’s Relief in circumstances where, but for such use or set-off, an Acquired Entity would have had an actual liability to Taxes in respect of which the case Buyer would have been able to make a claim against Xxxxxxx and/or the Sellers under (i) to (v) of Section 8.1(a) above (the amount of the Taxes that are either (xthe subject of the indemnity in Section 8.1(a) based upon or related being deemed to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed be equal to the amount of the actual liability to Tax that is saved by the use or set-off of the Buyer’s Relief); and (ii) the loss of any Relief falling within paragraph (a) of the definition of Buyer’s Relief arising by reference to any of the circumstances in which would bethe Management Sellers are Liable and set out in (i) to (v) of Section 8.1(a) above, in which case the amount of the Taxes for which the Management Sellers are Liable in Section 8.1(a) above shall be deemed to be equal to:

Tax Indemnity. (a) Notwithstanding any other provisions Lessee acknowledges that the Rent in each Lease has been calculated on the assumption that the Lessor will be the owner of this the Equipment for federal, state and local income tax purposes on the date it acquires the Equipment pursuant to the Master Purchase Agreement, fromthat it will remain the sole owner after entering into the applicable Lease and that, for federal, state and after the Closing Datelocal income tax purposes, Axys shall it will be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: able to (i) Taxes imposed on or attributable to claim an additional depreciation allowance under section 168(k)(1) of the Company with respect to Code in the taxable years or periods ending on or before year that includes the Closing Lease Commencement Date (includingas defined in such Lease) of such Lease equal to fifty percent (50%) of the Equipment’s purchase price, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable beginning on the Lease Commencement Date of such Lease, depreciate the remaining portion of the Equipment’s purchase price over five (5) years or periods beginning before using the Closing Date and ending after the Closing Date (a "Straddle Period")200% declining-balance method, Taxes imposed on or attributable switching to the Company which are allocablestraight-line method at such time as such method will yield a larger depreciation allowance, pursuant to Section 9.8(c)using the half-year convention, to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); assuming salvage value is zero and (iii) Taxes imposed on any member of any affiliated group amortize transaction expenses incurred in connection with which Axys and/or such Lease over the Company file or have filed a applicable Lease Term. The foregoing depreciation deductions and amortization deductions are referred to herein as the “Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before Benefits.” Lessee acknowledges further that the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not Rent in each Lease has been paid by Axys); (v) Taxes imposed calculated on the DPII or assumption that Lessor will have to report the Company Rent as a result of an inaccuracy or breach of income in the representations periods and warranties set forth in Section 3.24 or a breach of amounts shown on the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required Rent schedule to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)such Lease. (b) Notwithstanding any other provisions Lessee represents, warrants and covenants to Lessor the following: (i) all of the Equipment was originally placed in service by the Lessee on a date that is no more than three (3) months before the closing on the purchase of the Equipment by the Lessor and lease back of such Equipment under this Agreement to the contrary, from and after Lessee (the Closing “Original Placed-in-Service Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c”), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed during the period beginning on or attributable the Original Placed-in-Service Date and ending on the date of the purchase of the Equipment by the Lessor and lease back of such Equipment under this Agreement to the CompanyLessee, no person or entity other than the Lessee has had any ownership interest in the Equipment or any part thereof, (iii) all of the Equipment was new when it was originally placed in service by the Lessee, (iv) all of the Equipment qualifies as “5-year property” within the meaning of Section 168(e)(3)(B)(vi)(I) of the Code, (v) the Lessor will have a tax basis for which federal, state and local income tax depreciation purposes equal to the Company may otherwise Equipment’s purchase price, (vi) the Equipment will not be liableconsidered “tax-exempt use property” within the meaning of section 168(h) of the Code during the Initial Term, any Initial Renewal Term or any Subsequent Renewal Term other than solely due to the fact that the Lessor (or any member of the Lessor) is or becomes a tax-exempt entity within the meaning of section 168(h)(2) of the Code, (vii) as of the applicable Lease Commencement Date, no portion of the Equipment is, and at no time during the Initial Term, any Initial Renewal Term or any Subsequent Renewal Term will any portion of the Equipment become, tax-exempt bond financed property within the meaning of Section 168(g)(5) of the Code, other than as a result of the status of the Lessor or any member of the Lessor or actions taken by the Lessor, (viii) the Equipment will be used solely in the United States, (ix) the Equipment will not be subject to the alternative depreciation system under section 168(g) of the Code (assuming no election by Lessor under section 168(g)(1)(E) of the Code), (x) the Power Purchase Agreement will be treated as a service contract under Section 7701(e) of the Code and not as a lease for income tax purposes, (xi) on the Lease Commencement Date applicable to the Equipment, the Equipment will not require any taxable period improvements, modifications or additions (other than ancillary items of a kind customarily selected and furnished by lessees of property of the same kind as the Equipment) in order for the Equipment to be rendered complete for its intended use by the Lessee, (xii) the Lessee will not take a position for U.S. federal or state income tax purposes that begins after it is the Closing owner of any portion of the Equipment during the Initial Term, any Initial Renewal Term or any Subsequent Renewal Term or that is inconsistent with any of the tax assumptions set forth in this Section 18, and (xiii) all written information provided by or on behalf of the Lessee to the Appraiser (as defined in the Master Purchase Agreement) was accurate and complete in all material respects and remains accurate and complete on the applicable Lease Commencement Date. (c) In order Lessee covenants that it has not, and will not at any time from such delivery through the term of this Agreement, take any action or omit to apportion appropriately take any Taxes relating action (whether or not the same is permitted or required hereunder) that is inconsistent with the tax assumptions at the start of this section, that could contribute to loss by Lessor of all or any taxable year part of the Tax Benefits or period that includes an Interim Periodcould require the Lessor to report Rent as income ahead of the periods to which the Rent is shown in the applicable Rent schedule. Lessee covenants that it will provide Lessor promptly upon request any information that Lessor requires in connection with claiming any Tax Benefits and responding to questions from the Internal Revenue Service. (d) If as a result of any act, omission, breach of warranty or covenant or misrepresentation by Lessee, the parties hereto shallTax Benefits are lost, disallowed, eliminated, reduced, delayed, recaptured, compromised or are otherwise unavailable to Lessor (any of the extent permitted under foregoing being a “Loss”) or the Lessor is required to report Rent as income ahead of the periods shown in the applicable lawRent schedule (an “Inclusion”), elect with then Lessee will pay the relevant Taxing Authority Lessor promptly on demand an amount that will compensate the Lessor fully for the Loss or Inclusion (including any interest, penalties or additions to treattax) on an after-tax basis. For this purpose, “after-tax basis” means an amount determined by dividing the amount of the Loss or Inclusion by one minus the maximum composite federal, state and local corporate income tax rates in effect at time of payment. Upon payment of the full indemnity amount by Lessee, the act, omission, breach of warranty or covenant or misrepresentation of Lessee that caused a Loss will not be deemed a Default hereunder. If requested by Lessee, Lessor agrees to attempt in good faith to challenge any assertion by the Internal Revenue Service that will lead to a Loss; provided, however, Lessee has first paid to Lessor the amount of such Loss and agreed in writing to indemnify Lessor for all purposesreasonable expenses (including attorneys’ fees), liabilities or losses that Lessor may incur in the Closing Date as contest. Lessor will have the last day sole discretion to determine whether or not to undertake judicial or administrative proceedings beyond the level of an Internal Revenue Service auditing agent and to select counsel to handle the taxable year or period of contest; provided that if the Companyclaim must be paid before the matter can be heard in court, and such Interim Period shall be treated as a short taxable year and a PreLessee will advance the funds necessary to do so on an interest-Closing Period for free basis. For purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period18, the portion of any such Tax that is allocable to term “Lessor” shall include the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon entity or related to entities, if any, with which Lessor files a consolidated income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would betax return.

Tax Indemnity. (a) Notwithstanding any other provisions of Except as otherwise provided in this Agreement, from, and after the Closing Date, Axys shall be liable to, and Swan Sponsor shall indemnify and hold harmless, DPII, the Company Parent Entities and their respective officers, directors, Affiliates and assigns harmless from and against the following amounts: (i) all liability for and any Claims relating to Taxes imposed on of Swan Sponsor for any period and (ii) all liability for and any Claims relating to Taxes of any Person other than a Company Entity for which a Company Entity may be liable by contract, operation of law, or otherwise with regard to, attributable to the Company to, or arising with respect to taxable years any Pre-Closing Period or periods the portion of any Straddle Period ending on or before the Closing Date and (includingiii) all liability for and any Claims relating to Taxes payable by Parent, without limitation, any income taxes arising Merger Sub or a Company Entity under section 116 of the Tax Act as a result of any Section 338(h)(10the transactions contemplated by this Agreement. (b) Election); (ii) with With respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), the portion of Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to shall be calculated as though the Closing Date being referred to collectively hereinafter Straddle Period terminated as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach close of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before business on the Closing Date (whether oral provided that exemptions, allowances or written). deductions that are calculated on an annual basis (bincluding depreciation and amortization deductions) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to allocated between the portion of any the Straddle Period ending on and including the Closing Date and the portion of the Straddle Period beginning immediately after the Closing Date in proportion to the number of days in each period); provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, such Taxes shall be equal to the amount of Tax for the Straddle Period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the Straddle Period through the Closing Date and the denominator of which shall be the number of days in the Straddle Period. (iic) Parent shall indemnify and hold Swan Sponsor harmless from and against any and all Taxes imposed on of, or pertaining or attributable to the Companyto, or for which the Company may otherwise be liable, for Entities with respect to any taxable period or portion of a Straddle Period that begins after the Closing Date. (cd) In order The indemnities provided in this Article XII shall survive the Closing until the date that is seven (7) years from the Closing Date. (e) Swan Sponsor's liability pursuant to apportion appropriately this Article XII shall be subject to the limitations set forth in Section 11.2(c). (f) The amount of any refunds actually received (plus any interest received from a taxing authority attributable to such refund) by a Company Entity after the Closing of any Taxes relating described in Section 12.1 above or Taxes which are paid directly by Swan Sponsor (and which do not constitute part of the Merger Consideration and which are not put into escrow under Section 9.3(i)) to any taxable year or period that includes an Interim Period, the parties hereto shallobtain a Company Section 116 Certificate, to the extent permitted under applicable lawsuch amounts were actually indemnified and paid or otherwise borne by Swan Sponsor or its Affiliates pursuant to this Agreement, elect shall be for the account of Swan Sponsor. The amount of any such refund with respect to any Straddle Period shall be equitably apportioned in accordance with the relevant Taxing Authority to treat, for all purposesprinciples set forth in Section 12.1(b). The Parties shall use commercially reasonable efforts (taking into account that reasonable costs and expenses incurred by Parent, the Closing Date as Company Entities and their Affiliates will be netted from the last day refunded amount or otherwise reimbursed by Swan Sponsor) to cooperate with each other, at the sole cost and expense of Swan Sponsor, such costs and expenses to be reimbursed on demand, to the taxable year extent permissible under Applicable Law, in obtaining and maximizing the amount of any such refunds, and Parent shall forward, and shall cause its Affiliates (including the Company Entities) to forward, to Swan Sponsor any such refund within thirty (30) days after such refund is actually received, net of any reasonable costs or period expenses incurred by Parent, a Company Entity or its Affiliates in procuring such refund, including any Taxes actually paid by a Company Entity on such refund of Taxes net of any Tax benefits actually realized by a Company Entity (for the avoidance of doubt, in each case, not including the owners of the Company) as a result of the accrual or payment of such refunded Taxes (with the Taxes and Tax benefits being computed based on the applicable federal, state and such Interim Period provincial corporate income tax rates in effect for the year in which the refund is received or the accrual or payment of the refunded Taxes occurred, as applicable), it being understood that Parent, the Company Entities and their Affiliates shall have no obligation to take any action under this Section 12.1(f) that results in any unreimbursed adverse economic consequences to any of the them. For greater certainty, any refund that a Company Entity is legally entitled to but is received by a Parent Entity (or Affiliates of the Parent Entity or the Company Entities) shall be treated as a short taxable year and a Pre-Closing Period deemed, for the purposes of this Section 9.8(c12.1(f). In any case where applicable law does not permit , to be received by the Company Entity. (g) In the event the Merger is completed as the FTM and amounts are required to treat be placed into escrow from the consideration otherwise payable to Swan Sponsor pursuant to Section 9.3(i), Swan Sponsor shall be responsible for 100% of any amounts required to be withheld pursuant to Section 116 of the Tax Act as a result of the transfers made by Company pursuant to the FTM. If a Company Section 116 Certificate is received after the Closing Date as the last day Date, 100% of the taxable year or period of the Company any amounts held in escrow with respect to Taxes that are payable with respect such Company Section 116 Certificate (other than amounts required to an Interim Period, the portion of any such Tax that is allocable be remitted to the Interim Period Receiver General for Canada in accordance with the Tax Act) shall be: be released to Swan Sponsor. In the event that any amounts are remitted to the Receiver General for Canada due to the failure to obtain any Company Section 116 Certificate (or the failure to obtain a clearance certificate with a sufficient certificate limit), then (i) in accordance with this section, Swan Sponsor shall economically bear, and be responsible for, the case amounts required to be remitted, and the amounts so remitted shall be a reduction of Taxes that are either in the consideration otherwise payable to Swan Sponsor under this Agreement; (xii) based upon or related Swan Sponsor shall be entitled to income or receiptsprepare any applicable filings with the Canada Revenue Agency to apply for a refund of any such withholdings, or and (yiii) imposed in connection accordance with any sale or other transfer or assignment of property (real or personal, tangible or intangibleSection 12.1(f), deemed equal Parent shall, and shall cause its Affiliates, to use commercially reasonable efforts (taking into account that reasonable costs and expenses incurred by Parent, the Company Entities and their Affiliates will be netted from the refunded amount or otherwise reimbursed by Swan Sponsor) to cooperate with Swan Sponsor, at the sole cost and expense of Swan Sponsor, such costs and expenses to be reimbursed on demand in making such filings and, to the amount which would beextent permissible under Applicable Law, obtaining and maximizing such refund, it being understood that Parent, the Company Entities and their Affiliates shall have no obligation to take any action under this Section 12.1(g) that results in any unreimbursed adverse economic consequences to any of them.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing DateClosing, Axys shall be liable toChemtura agrees to indemnify the Purchaser Indemnified Parties against, and shall indemnify to pay and hold harmlessthe Purchaser Indemnified Parties harmless from, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: all Losses arising out of (i) any Taxes imposed on of or attributable to the Company payable by any Transferred Entity or with respect to taxable years the Business or periods ending on or before the Transferred Assets, in each case, with respect to any Pre-Closing Date Tax Period (including, without limitation, any income taxes such pre-Closing Taxes arising as a result from any breach of any Section 338(h)(10) Election3.7 hereof, which Taxes shall be governed exclusively by this Section 5.14); , (ii) with respect to taxable years any Liability of any Transferred Entity for the Taxes of any Person that is or periods beginning before the Closing Date and ending after the Closing Date was a member of a Seller Tax Group (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, other than another Transferred Entity) pursuant to Section 9.8(c), to 1.1502-6 of the portion Treasury Regulations (or comparable provision under any other applicable Law) by reason of being affiliated with such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or Person prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); Closing, (iii) any Taxes imposed on attributable to any member failure by Chemtura or any of the Sellers to perform or comply with any affiliated group with which Axys and/or covenant in this Agreement relating to Taxes, (iv) any and all (A) income, franchise or similar Taxes of Sellers or any of their Affiliates (other than the Company file or have filed a Tax Return on a consolidated, combined or unitary basis Transferred Entities) for any taxable year period or period beginning before the Closing Date; (ivB) Taxes required of Sellers not arising out of the Business (including Taxes arising out of the Excluded Liabilities or Excluded Assets) for any taxable period; and (v) any Transfer Taxes or VAT that are Chemtura’s responsibility pursuant to be paid Sections 5.8(a) or reimbursed by Axys under 5.8(b); provided that Chemtura shall have no obligation to indemnify the Purchaser Indemnified Parties against, or pay or hold the Purchaser Indemnified Parties harmless from, any Losses described in this Section 9.8(d5.14(a) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company Losses are reflected as a result of an inaccuracy or breach of the representations and warranties set forth liability in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding Adjustments Schedule. Purchaser agrees to indemnify Chemtura against, and to pay and hold Chemtura harmless from, any other provisions and all Losses arising out of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) any Taxes imposed on of or attributable payable by any Transferred Entity, or with respect to the Company Business or the Transferred Assets, in each case other than any such Taxes for which are allocable, Chemtura is required to indemnify the Purchaser Indemnified Parties pursuant to Section 9.8(c)the previous sentence, to the portion of any Straddle Period beginning after the Closing Date and (ii) Transfer Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes VAT that are payable with respect the responsibility of Purchaser pursuant to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (iSections 5.8(a) 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 intangible5.8(b), deemed equal to the amount which would be).

Tax Indemnity. (a) Notwithstanding any other provisions Except to the extent of this Agreement, from, Ordinary Course Taxes with respect to sales and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPIIuse tax audit settlements, the Company Other Tax Audit Reserve and, with respect to the open sales tax audits as of April 30, 1997 for which specific reserves of $1.8 million have been established (the "Sales Tax Audit Reserve"), the Sales Tax Audit Reserve, the Partnership and their respective the Purchaser and its Affiliates, officers, directors, Affiliates employees, agents, successors and assigns from (each an "Indemnified Party") shall be indemnified and against held harmless by the following amounts: Parent Entities and Sellers, on a several basis, for any and all Losses arising out of or resulting from: (i) the breach of any representation or warranty made in Section 3.18; or (ii) Liabilities of the Partnership or any Subsidiary for Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to provided, however, that such indemnity shall be paid or reimbursed reduced by Axys under Section 9.8(d) (any Tax Benefit to the extent Purchaser or any Affiliate of the Purchaser with respect to such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII Losses or Liabilities or the Company as a result of an inaccuracy items or breach adjustments resulting in such Losses or Liabilities; provided, further, that amounts under clause (i) and clause (ii) shall be without duplication of the representations amount provided for under the other clause. To the extent that any of the Parent Entities and warranties the Sellers' undertakings set forth in this Section 3.24 or a breach 6.01 may be unenforceable, each of the covenants contained in this Article IX, without duplication; Parent Entities and (vi) Taxes or other payments required the Sellers shall contribute the maximum amount that it is permitted to be made after contribute under applicable law to the date hereof payment and satisfaction of all Losses incurred by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Indemnified Parties. (b) Notwithstanding any other provisions The Sellers and the Purchaser agree to treat all payments made under this Article VI and all indemnification payments made under Article VIII of this Agreement as adjustments to the contrary, from and after the Closing Date, DPII shall be liable Purchase Price for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable Tax purposes except to the Company which are allocable, pursuant to Section 9.8(c), to extent that the portion laws of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Datea particular jurisdiction provide otherwise. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day The obligation of the taxable year or period of the Company, each Parent Entity and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company its Affiliate Seller with respect to Taxes that are payable any indemnification payment under this Section 6.01 shall be limited to such Affiliate Seller's pro rata share (in accordance with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) its Partnership Interest in the case Partnership) of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beof such indemnification payment under this Section 6.01.

Tax Indemnity. (ai) Notwithstanding any other provisions provision of this Agreement, fromSellers shall indemnify, defend and after hold harmless Buyer and its Affiliates from and against any and all (A) Taxes imposed on, or required to be withheld by, the Acquired Companies, Sellers or their Affiliates with respect to any Pre-Closing Period; (B) Taxes imposed on, or required to be withheld by, the Acquired Companies, Sellers or their Affiliates with respect to the portion of any Straddle Period ending at the end of the day on the Closing Date; and (C) Taxes, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on expenses or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising other losses incurred as a result of any breach or inaccuracy of any representation or warranty set forth in Section 338(h)(10) Election3.11 (in each case, determined without regard to any qualifications or references to “material” or any other materiality qualifications or references contained in any specific representation or warranty, except for such qualifications or references in Section 3.11(g); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to arising out of the Company which are allocable, pursuant to Section 9.8(c)failure of Sellers or their Affiliates, to perform any of the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and agreements they are required to perform under this Section 5.19 or Section 5.13. Sellers shall pay to Buyer any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes indemnity required to be paid or reimbursed by Axys under Section 9.8(d) (pursuant to the extent preceding sentence within ten (10) days of Sellers’ receipt of a written request therefor from Buyer describing in reasonable detail the indemnified Taxes which are the subject of and basis for such Taxes have not been paid by Axys); (v) Taxes imposed on Tax indemnity and the DPII or the Company as a result of an inaccuracy or breach computation of the representations and warranties set forth amount so payable; provided, that if indemnified Taxes are being contested in accordance with Section 3.24 or a breach 5.19(k), Sellers shall pay any required Tax indemnity to Buyer within ten (10) days of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)final resolution of such contest. (bii) Notwithstanding any other provisions provision of this Agreement to the contraryAgreement, from Buyer shall indemnify, defend and after the Closing Date, DPII shall be liable for hold harmless Sellers and shall indemnify Axys and its officers, directors, their Affiliates and assigns from and against the following amounts: any and all (iA) Taxes imposed on on, or attributable required to be withheld by, the Company which are allocableAcquired Companies, pursuant Buyer or its Affiliates, with respect to Section 9.8(c)any Post-Closing Period; (B) Taxes imposed on, or required to be withheld by, the Acquired Companies, Buyer or its Affiliates, with respect to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins day after the Closing Date. ; and (cC) In order Taxes, expenses or other losses arising out of the failure of Buyer or its Affiliates to apportion appropriately perform any Taxes relating of the agreements they are required to perform under this Section 5.19 or Section 5.13. Buyer shall pay to Sellers any taxable year or period that includes an Interim Period, the parties hereto shall, Tax indemnity required to be paid pursuant to the extent permitted under applicable law, elect with preceding sentence within ten (10) days of Buyer’s receipt of a written request therefor from Sellers describing in reasonable detail the relevant Taxing Authority to treat, indemnified Taxes which are the subject of and basis for all purposes, such Tax indemnity and the Closing Date as the last day computation of the taxable year or period of the Companyamount so payable; provided, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this that if indemnified Taxes are being contested in accordance with Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim 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 intangible5.19(k), deemed equal Buyer shall pay any required Tax indemnity to the amount which would beSellers within ten days of final resolution of such contest.

Tax Indemnity. (ai) Notwithstanding any other provisions of this Agreement, from, The Stockholders shall jointly and after the Closing Date, Axys shall be liable to, and shall severally indemnify and hold harmless, DPIIharmless each of the Company, the Company Buyer and their respective officers, directors, Affiliates and assigns each Affiliate of the Buyer from and against the following amountsagainst: (iA) all Taxes imposed on (or the nonpayment thereof) of the Company for any Pre-Closing Tax Period and, to the extent applicable, any Pre-Closing Straddle Period (other than Taxes attributable to the Company any Code Section 338 election made with respect to taxable years the acquisition of the Company by the Buyer or periods ending any transactions outside the Ordinary Course of Business following the Closing); (B) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing; (C) any Tax incurred or suffered by the Company, the Buyer or any of their Affiliates arising out of a breach by the Stockholders of any representation or warranty in Section 4.2(h) above, or any covenant or agreement contained in this Section 5.6; and (D) all Damages arising out of or incident to the imposition, assessment or assertion of any Tax described in clauses (A), (B) and (C) above. Notwithstanding anything in this Agreement to the contrary, all matters relating to Taxes shall be governed by this Section 5.6 and no provision of Article VII will limit, modify or offset the rights or obligations of the Parties hereunder, except that any indemnification obligations of the Stockholders under this Section 5.6 shall first be satisfied from the Holdback Amount and, thereafter, the Stockholders will be jointly and severally liable for the indemnification obligations set forth in this Section 5.6. (ii) To the extent applicable to any particular type of Tax imposed on the Company, the portion of such Tax attributable to any Tax period that begins on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending ends after the Closing Date (a "“Straddle Period"”) will be apportioned between the period of the Straddle Period that extends before the Closing through the Closing (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.6(a)(ii), Taxes imposed on or . The portion of such Tax attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and shall (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (iA) in the case of any Taxes that are either other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (xB) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or related to income measured by income, receipts or receiptsprofits earned during a Straddle Period, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount which would bebe payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. (iii) Any amount paid pursuant to this Section 5.6(a) shall be treated as an adjustment to the Purchase Price, unless otherwise required by Law. (iv) After giving effect to the last sentence of Section 5.6(a)(i) above, any indemnity payment to be made pursuant to this Section 5.6(a) shall be paid no later than the last to occur of: (A) ten (10) days after the Buyer makes written demand upon the Stockholders Representative therefor; (B) to the extent such Taxes are not already delinquent, five (5) days before the due date for payment of such Taxes; and (C) to the extent any contested Taxes are not required to be paid prior to the resolution of any Tax Matter in accordance with Section 5.6(e) below, upon the resolution of any such Tax Matter. (v) The indemnification provisions in this Section 5.6(a) shall survive the Closing until ninety (90) days after the expiration of the applicable statute of limitations (as it may be extended under applicable Law). The Buyer shall not extend the statute of limitations for any period for which the Stockholders could be liable for indemnification under this Section 5.6 without the prior written consent of the Stockholders Representative, which consent shall not be unreasonably withheld or delayed.

Tax Indemnity. Sellers shall, jointly and severally, indemnify and hold harmless the Purchaser Indemnitees and hold them harmless from any and all Losses in respect of: (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) all liability for Taxes imposed on or attributable to the Company with respect to any taxable years period of the Company or any of the Company Subsidiaries (or any predecessors) for all taxable periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) and with respect to any taxable years period that begins on or periods beginning before the Closing Date and ending ends after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such Straddle Period thereof ending on the Closing Date Date; (an "Interim Period"b) any and all liability for Taxes of Sellers or any other Person (Interim Periods and other than the Company or any taxable years of the Company Subsidiaries) which is or periods that end on has ever been affiliated with the Company or any of the Company Subsidiaries or with whom the Company or any of the Company Subsidiaries otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); Date; (iiic) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations (i) any representation or warranty contained in Section 4.6 (Taxes), and warranties (ii) any covenant or agreement set forth in Section 3.24 or a breach 6.5(k) (Conduct Prior to Closing) and Section 6.11 (Tax Matters); (d) any and all liability for Taxes imposed pursuant to Circular 698 in connection with the Transaction; (e) any and all liability for Taxes resulting from any transactions set forth on Schedule 6.5(l) of the covenants contained in this Article IX, without duplicationDisclosure Schedules; and and (vif) Taxes or other any payments required to be made after the date hereof by the Company to any Person Closing Date under any Tax sharing, indemnity Tax indemnity, Tax allocation or allocation agreement entered into before similar Contracts (whether or not written) to which the Company or any of the Company Subsidiaries was obligated, or was a party, on or prior to the Closing Date (whether oral or written). (b) Date. Notwithstanding any other provisions of anything in this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes, this Section 9.4 shall be the sole and exclusive remedies of the Parties and Section 9.2(a) shall not apply to any claims for Taxes that are payable with respect made pursuant to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bethis Section 9.4.

Tax Indemnity. (a) Notwithstanding Parent and Sellers shall (except with respect to any other provisions of this Agreement, from, items relating to Transfer Taxes covered by Section 9.9) be jointly and after the Closing Date, Axys shall be severally liable to, for and shall indemnify and hold harmlessharmless Buyer, DPII, the Company and their respective officers, directors, its Affiliates and assigns the Acquired Companies from and against the following amounts: (i) any and all Taxes imposed on or the Acquired Companies for any Pre-Closing Tax Years (including any Taxes solely attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) ElectionElections); (ii) with respect to taxable years or periods beginning before the Closing Date any and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) all income Taxes imposed on any member of any affiliated group with which Axys and/or any of the Company file or have Acquired Companies filed a Tax Return on a consolidated, combined or unitary basis for or during any taxable year Pre-Closing Tax Years for which any of the Acquired Companies is liable pursuant to Section 1.1502-6 of the Treasury Regulations (or period beginning before any similar provision of state or local Law), but only to the extent such income Taxes do not relate to the income, gain, activities or business of any of the Acquired Companies after the Closing Date; (iviii) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (solely with respect to the extent such representations contained in Sections 3.1(i)(x) and 3.1(i)(xii) and subject to the terms and conditions set forth therein and in Section 9.6, any and all Taxes have not been paid by Axys); (v) Taxes imposed for all taxable periods or portions thereof ending on or before the DPII expiration of the applicable Extended Termination Date provided in Section 9.6 that result from, arise out of or the Company as a result of are based upon an inaccuracy or breach of any such representation; and (iv) with respect to any inaccuracy or breach of the representations representation contained in Section 3.1(i)(xiv) and warranties subject to the terms and conditions set forth therein and in Sections 9.1(e) and 9.6, the net present value (using a discount rate equal to the “applicable federal rate” published by the Internal Revenue Service for the month in which the claim is brought by Buyer pursuant to this Agreement determined based on the period of time over which such lost tax benefit must be discounted (the “AFR”)) of the total tax benefits that would have been available to Buyer or the Acquired Companies had such representation not been breached; provided, however, that the maximum amount for which Parent and Sellers shall be liable pursuant to the indemnity set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period9.1(a)(iv) shall not, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receiptsaggregate, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beexceed $25 million.

Tax Indemnity. (a) Notwithstanding any other provisions of Except as otherwise provided in this AgreementArticle VI, from, and after the Closing Date, Axys (i) Seller shall be liable tofor, and shall indemnify Purchaser and the Transferred Subsidiary against and hold harmlessthem harmless from, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (iA) all (I) Taxes of the Transferred Subsidiary (including any such liability imposed on or attributable the Transferred Subsidiary by virtue of being a member of an affiliated group that includes Seller and any Taxes arising as a result of the separation from any such affiliated group), and (II) Taxes of any kind relating to the Company with respect to taxable years Transferred Assets and the conduct or operation of the Business, in each case, for all Tax periods or portions thereof ending on or before the Closing Date Date, including any Straddle Period for which Seller is allocated a tax liability, (includingB) Taxes of the Seller Parties for any period that are not related to the Transferred Assets or the conduct or operation of the Business, without limitation, any income taxes arising as a result and (C) Transfer Taxes that are the responsibility of any the Seller Parties pursuant to Section 338(h)(10) Election); 6.1 and (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII Purchaser shall be liable for for, and shall indemnify Axys Seller and its officersthe Other Sellers against and hold them harmless from, directors, Affiliates and assigns from and against the following amounts: (iA) all (I) Taxes imposed on or attributable of the Transferred Subsidiary and (II) Taxes relating to the Company which are allocableTransferred Assets or the conduct or operation of the Business, pursuant to Section 9.8(c)in each case, to the portion of any Straddle Period for all Tax periods or portions thereof beginning after the Closing Date and (iiB) Transfer Taxes imposed that are the responsibility of Purchaser pursuant to Section 6.1. The apportionment of Taxes for Straddle Periods shall be governed by Section 6.3. For the avoidance of doubt, transactions outside the ordinary course of business that occur on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins Closing Date but after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c)6.5 as occurring on the day immediately following the Closing Day. In A Party shall not be required to pay the other Party an indemnity under this Section to the extent of Losses to such other Party or any case where applicable law does of its Affiliates that were caused or increased by any action of such other Party or any of its Affiliates. (b) Notwithstanding anything else to the contrary herein, (i) the current Taxes of the Transferred Subsidiary shall not permit be excluded from “Current Liabilities”, and the Company to treat current Tax assets of the Transferred Subsidiary shall not be excluded from “Current Assets”, (ii) Seller and the Other Sellers shall not be responsible for any liability, accrual or reserve for Taxes that are Current Liabilities of the Transferred Subsidiary or Taxes that accrued after December 31, 2012, except for any Taxes of the Transferred Subsidiary which arise outside the ordinary course of business of such Transferred Subsidiary between December 31, 2012 and the Closing Date as the last day and (iii) Section 6.3(b) shall not apply to any value added taxes (and similar other taxes) of the taxable year Transferred Subsidiary (for the avoidance of doubt, after Closing, the Transferred Subsidiary and Purchaser shall be entitled to any value added tax collected from the customers and responsible for any value added tax paid to vendors, and shall be solely responsible to pay the Tax Authorities the value added tax taken into account in Current Liabilities and retain any credit or period refund for value added taxes taken into account in Current Assets). For the avoidance of doubt, nothing in this Section 6.5(b) shall relieve Seller of its obligation under Section 6.5(a) to indemnify Purchaser for any Taxes of a Transferred Subsidiary for Taxable periods or portions thereof ending on or before December 31, 2012 and that do not appear on the Balance Sheet of The Transferred Subsidiary as of December 31, 2012 or for any Taxes of the Company with Transferred Subsidiary which arise outside the ordinary course of business of such Transferred Subsidiary between December 31, 2012 and the Closing Date. Likewise, Purchaser shall promptly pay Seller any amount of refund of Taxes (or credit or offset against Taxes) in respect to Taxes that are payable with respect to an Interim Periodof Tax periods or portions thereof ending on or before December 31, the portion of any such Tax 2012 that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bereceived by a Transferred Subsidiary.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys Seller shall be solely liable tofor, shall pay and shall protect, defend, indemnify and hold harmless, DPII, harmless Buyer and the Company Companies from any and their respective officers, directors, Affiliates and assigns from and against the following amounts: all Losses attributable to (i) any breach of any representation or warranty made by Seller in Section 4.10 or any covenants and agreements made by Seller in this Article VII; and (ii) Taxes imposed in excess of any liability for Taxes reflected on the Closing Statement which relate to or attributable result from the income, business, property, status or operations of a Company prior to or at the Closing or for which a Company is liable with respect to taxable years such period (whether pursuant to Treasury Regulation §1.1502-6 or periods ending on any similar state, local or before the Closing Date (includingforeign law or regulation, without limitation, any income taxes arising as a result of any Section 338(h)(10) Electiontransferee or successor, by contract or otherwise); provided, however, that clause (ii) with respect above shall not apply to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (Seller to the extent such Buyer and the Companies are indemnified by Xxxx pursuant to the Parent Tax Indemnity Agreement required under Section 2.3(b)(ii). Buyer shall be solely liable for, shall pay and shall protect, defend, indemnify and hold harmless Seller from any and all Taxes have not been paid by Axys); (v) Taxes imposed on which relate to or result from the DPII income, business, property, status or the Company as a result of an inaccuracy or breach operations of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made Companies after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Closing. (b) Notwithstanding If any other provisions claim (an “Indemnified Tax Claim”) is made by any Tax Authority that, if successful, would result in indemnification of any Party (the “Tax Indemnified Party”) by another Party (the “Tax Indemnifying Party”) under this Agreement to Section 7.3, the contraryTax Indemnified Party shall promptly, from and after but in no event later than the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: earlier of (i) Taxes imposed on 45 days after receipt of notice from the Tax Authority of such claim or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable 15 days prior to the Companydate required for the filing of any protest of such claim, or for which notify the Company may otherwise be liableTax Indemnifying Party in writing of such fact; provided, for any taxable period however, that begins after the Closing Datefailure of the Tax Indemnified Party to so notify the Tax Indemnifying Party shall not relieve the Tax Indemnifying Party of its obligations hereunder, unless and only to the extent that such failure to notify prejudices the Tax Indemnifying Party. (c) In The Tax Indemnifying Party shall control all decisions with respect to any Tax Proceeding involving an Indemnified Tax Claim and the Tax Indemnified Party shall take such action (including settlement with respect to such Tax Proceeding or the prosecution of such Tax Proceeding to a determination in a court or other tribunal of initial or appellate jurisdiction) in connection with a Tax Proceeding involving an Indemnified Tax Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including with respect to the selection of counsel and experts and the execution of powers of attorney; provided that (i) within 30 days after the notice required by Section 7.3(b) has been delivered (or such earlier date that any payment of Taxes with respect to such claim is due but in no event sooner than five days after the Tax Indemnifying Party’s receipt of such notice), the Tax Indemnifying Party requests that such claim be contested and (ii) if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and xxx for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. The Tax Indemnified Party shall not make any payment of an Indemnified Tax Claim for at least 30 days (or such shorter period as may be required by applicable law) after the giving of the notice required by Section 7.3(b) with respect to such claim, shall give to the Tax Indemnifying Party any information requested related to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in order to apportion appropriately contest effectively any such claim. Notwithstanding the foregoing, the Parties shall jointly control all decisions with respect to any Tax Proceeding which, in the event of an adverse determination, may result in each Party having responsibility for an amount of Taxes hereunder. (d) No claim for indemnity for any Losses or Taxes relating to any taxable year single Tax Return or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day any single item or group of the taxable year or period of the Company, and such Interim Period related items shall be treated as a short taxable year and a Pre-Closing Period for purposes of permitted pursuant to this Section 9.8(c). In any case where applicable law does 7.3 if such claim is for less than $10,000; provided that this limitation shall not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company apply with respect to Taxes that are payable with respect to an Interim Period, the portion any knowing breach by Seller of any such Tax that is allocable to the Interim Period shall be: (i) its representations or covenants in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bethis Agreement.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing DateClosing, Axys shall each Buyer and each Acquired Company shall, notwithstanding anything to the contrary in the Agreement and furthermore notwithstanding Buyers’ Knowledge, be liable toindemnified by Seller and Altor, jointly and shall indemnify and hold harmlessseverally, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: any Taxes and Losses attributable to (i) all Taxes imposed on (or attributable to the Company with respect to taxable years or periods ending on or before non-payment thereof) of Seller and the Acquired Companies for all Pre-Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Tax Periods; (ii) with respect to taxable years all Taxes for Pre-Closing Tax Periods of any member of an affiliated, consolidated, combined or periods beginning before unitary group of which any of the Closing Date and ending after the Closing Date (Acquired Companies is or was a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter as "PreUS Treasury Regulations Section 1.1502-Closing Periods")6 or any similar provision of state, local or foreign law; and (iii) any Taxes imposed on any member and Losses attributable to or arising from a breach by Seller of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidatedcovenant in Clause 19; provided, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to however, that Buyers shall not be paid or reimbursed by Axys under Section 9.8(d) (indemnified to the extent such Taxes have were taken into account in determining the Purchase Price, as finally determined under Clause 8. In the case of any taxable period that includes (but does not been paid by Axys); (vend on) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral a “Straddle Period”), the amount of any Taxes based on or written). (b) Notwithstanding any other provisions measured by income, receipts, or payroll of this Agreement to the contrary, from and after Acquired Companies for the Pre-Closing Date, DPII Tax Period shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against determined based on an interim closing of the following amounts: (i) Taxes imposed books as of the close of business on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) the amount of other Taxes imposed on or attributable of the Acquired Companies for a Straddle Period that relates to the Company, or Pre-Closing Tax Period shall be deemed to be the amount of such Tax for which the Company may otherwise be liable, for any entire taxable period that begins after multiplied by a fraction the Closing Date. (c) In order to apportion appropriately any Taxes relating to any numerator of which is the number of days in the taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, ending on the Closing Date as and the last day denominator of which is the taxable year or period number of the Company, and days in such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Straddle Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be.

Tax Indemnity. Borrower shall indemnify each Bank for and hold it harmless against the full amount of Taxes and Other Taxes (aincluding any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.4.4) Notwithstanding paid by any other provisions Bank, or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; provided that Borrower shall not be obligated to indemnify any Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from such Bank's gross negligence or willful misconduct. Each Bank agrees to give written notice to Borrower of this Agreement, fromthe assertion of any claim against such Bank relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion, and in no event later than 90 days after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion principal officer of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis Bank responsible for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of administering this Agreement obtains knowledge thereof; provided that any Bank's failure to the contrary, from and after the Closing Date, DPII notify Borrower of such assertion within such 90 day period shall be liable for and shall indemnify Axys and not relieve Borrower of its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted obligation under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company 2.4.4 with respect to Taxes that are payable or Other Taxes, penalties, interest or expenses arising prior to the end of such period, but shall relieve Borrower of its obligations under this Section 2.4.4 with respect to an Interim PeriodTaxes or Other Taxes, penalties, interest or expenses between the portion end of any such Tax that is allocable period and such time as Borrower receives notice from such Bank as provided herein. Payments by Borrower pursuant to this indemnification shall be made within 30 days from the Interim Period shall be: date such Bank makes written demand therefor (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 intangiblesubmitted through Administrative Agent), deemed equal to which demand shall be accompanied by a certificate describing in reasonable detail the amount which would bebasis thereof.

Tax Indemnity. (ai) Without limiting the other obligations of any Verizon Group Member under this Agreement and any Collateral Agreement, from and after the Initial Closing, Verizon shall defend, indemnify and save and hold harmless each of the Acquiror Indemnified Parties from and against all Claims to the extent resulting from, arising out of or relating to: (A) any Taxes to the extent attributable to the breach by any Verizon Group Member of any representation, covenant or agreement in this Agreement or any Collateral Agreement; or (B) any Taxes that are the responsibility of any Verizon Group Member pursuant to this Section 2.10. The rights of the Acquiror Indemnified Parties to indemnification under this Section 2.10 shall not be affected by any investigation conducted or actual or constructive knowledge acquired at any time by an Acquiror Indemnified Party, whether before or after the date of this Agreement or any Closing Date. Notwithstanding the foregoing, no Verizon Group Member shall have any obligation to indemnify under this Section 2.10(b)(i) with respect to Services (as such term is defined in the Transition Services Agreement) relating to Taxes that are performed by such Verizon Group Member pursuant to the Transition Services Agreement except to the extent the underlying Tax is the responsibility of a Verizon Group Member pursuant to this Agreement. (ii) Without limiting the other provisions obligations of Acquiror, Tower Operator and Sale Site Subsidiaries under this Agreement or any Collateral Agreement, from and after the Initial Closing, Acquiror, Tower Operator and the Sale Site Subsidiaries shall, jointly and severally, defend, indemnify and save and hold harmless each of the Verizon Indemnified Parties from and against all Claims to the extent resulting from, arising out of or relating to: (A) any Taxes (other than Taxes attributable to a Major True Lease Failure (as defined in Schedule 6 of this Agreement)) to the extent attributable to (1) the breach by Acquiror, Tower Operator or, after the Initial Closing, any Sale Site Subsidiary of any representation, covenant or agreement in this Agreement or any Collateral Agreement (other than a Tower Operator True Lease Failure (as defined in Schedule 6 of this Agreement)), (2) any disposition of Included Property in connection with a default by Tower Operator or the exercise of remedies by a Verizon Lessor under the MPL, or (3) any Bankruptcy Event (as that term is defined in the MPL) of Tower Operator or any Affiliate thereof; (B) any Tower Operator True Lease Failure as provided pursuant to Schedule 6 of this Agreement; or (C) any Taxes that are the responsibility of Acquiror or Tower Operator or any Sale Site Subsidiary pursuant to this Section 2.10. The rights of the Verizon Indemnified Parties to indemnification under this Section 2.10 shall not be affected by any investigation conducted or actual or constructive knowledge acquired at any time by a Verizon Indemnified Party, whether before or after the date of this Agreement or any Closing Date. Moreover, for purposes of Section 2.10 of this Agreement, from, and after all Services (as such term is defined in the Closing Date, Axys Transition Services Agreement) relating to Taxes that are performed by a Verizon Group Member pursuant to the Transition Services Agreement shall be liable totreated as if performed by the Acquiror, and shall indemnify and hold harmlessTower Operator and/or Sale Site Subsidiaries, DPII, as the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: case may be. (iiii) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result The obligations of any Indemnifying Party to indemnify any Indemnified Party pursuant to this Section 338(h)(10) Election); 2.10 shall terminate (iiA) with respect to taxable years or periods beginning any covenant requiring performance after the Initial Closing Date, at the time such covenant is fully performed, and (B) in all other cases, on the date that is ninety (90) days following the expiration of the applicable statute of limitations, including as it may be extended from time to time under applicable Law. Notice of such an extension entered into by an Indemnified Party shall be provided to the Indemnifying Party either before the Closing Date and ending after the Closing Date (extension is entered into or, with respect to Net Income Taxes, within a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; reasonable time thereafter. (iv) Taxes required to be paid or reimbursed by Axys The amount indemnifiable under Section 9.8(d2.10(b)(ii)(A) (of this Agreement with respect to the extent such Taxes have not been paid by Axys); (v) Net Income Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach acceleration of the representations and warranties taxable income to any Verizon Lessor shall be calculated as set forth in Section 3.24 or a breach Schedule 11 of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Agreement. (bv) Notwithstanding any other provisions The amount indemnifiable under Section 2.10(b)(ii)(B) of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period a Tower Operator True Lease Failure shall be: be calculated (iA) in the case of Taxes a Tower Operator True Lease Failure that are either is a Major True Lease Failure, as set forth in Schedule 6 of this Agreement, and (xB) based upon or related in the case of a Tower Operator True Lease Failure that is not a Major True Lease Failure, as set forth in Schedule 11 of this Agreement (consistent with Section 3(d) of Schedule 6 of this Agreement). (vi) If an Indemnified Party shall desire to income or receipts, or (y) imposed in connection with assert any sale or other transfer or assignment of property (real or personal, tangible or intangibleclaim for indemnification provided for under this Section 2.10(b), deemed equal such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim, describing in reasonable detail the Tax, the date such Tax is due or is to be paid to the amount which would beapplicable Taxing Authority, the computation of the notified Party’s payable share of such Tax, the basis supporting the contention for such claim and, if applicable, a Tax Indemnity Notice (as defined in Schedule 11 of this Agreement) or a Tower Operator True Lease Failure Net Income Tax Indemnity Notice (as defined in Schedule 6 of this Agreement); provided, however, that any failure to provide or delay in providing such notification shall not affect the indemnification provided for hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure or delay. (vii) After the Initial Closing, the Parties acknowledge and agree that the indemnification provisions of this Section 2.10 shall be the sole and exclusive monetary remedy for any Claims to the extent resulting from or arising out of the matters described in this Section 2.10(b), including matters described in Schedule 6, Schedule 8 and Schedule 11 to this Agreement. Notwithstanding the foregoing, nothing contained herein shall impair the right of Acquiror and the Tower Operator to compel, at any time, specific performance by any Verizon Party or any Verizon Lessor of its obligations under this Agreement or any of the Collateral Agreements or the right of the Verizon Parties and the Verizon Lessors to compel, after the Initial Closing, specific performance by Acquiror or the Tower Operator of its obligations under this Agreement or any of the Collateral Agreements that survive the Initial Closing.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable Subject to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary‎Section 9.5, from and after the Closing DateClosing, DPII shall be liable for and the Equity Holders shall indemnify Axys and its officershold harmless the Buyer Indemnified Parties, directorssolely to the extent of funds available in the Indemnity Escrow Fund, Affiliates and assigns from and against any Covered Taxes and all reasonable third party out of pocket expenses incurred in connection with the following amounts: imposition, assessment or assertion of Covered Taxes (together with the Covered Taxes, “Tax Losses”); provided, that no such indemnification will be provided for a Tax Loss to the extent that such Tax Loss is reflected in the calculation of Final Closing Net Working Capital or Final Closing Indebtedness as shown on the Final Closing Statement; provided further that any amount payable by the Equity Holders pursuant to this Section 5.4(a) (determined without regard to this proviso) shall be reduced, but not below zero, to the extent of any Transaction Tax Deductions that (i) are actually realized in cash or as a reduction in Taxes imposed otherwise due (as reasonably determined by Buyer using a “with and without” methodology) in the Post-Closing Tax Period on or attributable to before the Company date in which are allocablesuch Tax Loss would otherwise be payable or in prior Post-Closing Tax Periods, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable have not previously been taken into account under this proviso to the Company, or for which the Company may offset Tax Losses otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order payable pursuant to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for this Section 5.4(a). For purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Perioddetermining Covered Taxes, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of any Taxes that are either other than gross receipts, sales or use Taxes and Taxes based upon or related to income, the definition of Covered Tax shall be deemed to include the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (xii) in the case of any Tax based upon or related to income or and any gross receipts, sales or (y) imposed in connection with any sale or other transfer or assignment use Tax, the definition of property (real or personal, tangible or intangible), Covered Tax shall be deemed equal to include the amount that would be payable if the relevant Tax period ended on and included the Closing Date. All determinations made pursuant to the amount which would bepreceding sentence shall be made in accordance with the past practices of the Group Companies, unless otherwise required by applicable Law.

Tax Indemnity. Subject to the provisions of this Section 11 the Escrow Account shall be used to, or at the election of Purchaser, the Sellers shall, indemnify and hold harmless (freistellen) Purchaser, and/or at Purchaser’s election the Acquired Companies from and against any and all Damages resulting from or related to: (a) Notwithstanding any other provisions breach of this Agreement, from, a Representation and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, Warranty of the Company and their respective officerscontained in Section 11.1, directors, Affiliates and assigns in particular but not limited to any withholding taxes which arise from and against any breaches thereof; (b) any breach of the following amounts: covenants contained in Section 11; (ic) any liability for Taxes imposed on or attributable to any claim by any third party alleging or involving liability for Taxes of the Company Acquired Companies or with respect to the assets of the Acquired Companies for or caused in any taxable years year or periods ending period that ends on or before the Closing Date (including, without limitationand with respect to or caused in any Straddle Tax Period, any income taxes arising as a result of any Section 338(h)(10) ElectionPre-Closing Date Straddle Tax Period (except to the extent such liability was taken into account in the Working Capital Estimate); (iid) any Taxes imposed upon any Acquired Company with respect to taxable years the Option Settlement Agreements or periods beginning the Stock Appreciation Rights, including any Tax imposed with respect to release and settlement of any Stock Appreciation Rights or with respect to the payment, discharge or other extinguishment of the Convertible Notes (except to the extent such liability was taken into account in the Working Capital Estimate); (e) any Taxes described in Sections 4.5 (including any withholding Taxes due on amounts payable pursuant to this Agreement, regardless of which Person is the payor), Section 4.6, or Taxes for which Sellers are responsible pursuant to Section 4.7 of this Agreement, (f) any Taxes imposed on the SVB Pay-off Payment and (g) any Taxes on and/or any payment of (or a failure to pay) any amounts payable pursuant to this Agreement (regardless of which Person is the payor) that are treated under applicable Legal Requirements as compensatory, in each of the foregoing cases by paying an amount equal to the Damages to Purchaser or, at Purchaser’s election, to the respective Acquired Companies. The payment obligation pursuant to this Section 11.2 for Taxes shall become due five days prior to the date on which Purchaser or the Acquired Companies have to pay the respective Taxes and the amount of all other payments due pursuant to this Section 11.2 shall become due five days after written demand from Purchaser is delivered to Sellers’ Agent. Purchaser may, at its election, claim any amounts due pursuant to this Section 11 from the Escrow Account and the Sellers’ Agent shall execute joint written notice to the Escrow Agent instructing the Escrow Agent to release such Damages to Purchaser. For the avoidance of doubt, for the purpose of this Section 11, any Tax shall also be attributable to a period ending before the Closing Date, if such Tax relates to incorrect Tax balance sheets for periods starting prior to the Closing Date and which have been corrected (Bilanzberichtung) with effect to Tax periods ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable due to expiration of the Company which are allocable, pursuant to Section 9.8(c), to the portion statute of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis limitation. The Escrow Account shall not be available for indemnification payment for any taxable year Damages suffered or period beginning before incurred by any of the Closing Date; (iv) Taxes required Indemnitees, or to be paid or reimbursed by Axys under Section 9.8(d) (which the Indemnitees have otherwise become subject, to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as Damages are accounted for in a result of an inaccuracy or breach of the representations and warranties specific reserve set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required financials used to be made after calculate the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Acquired Companies Working Capital. (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. 10.1.1 The Seller shall pay to the Purchaser the amount which is necessary to hold the Company harmless of any and all due and payable Taxes (atogether with any related interest or penalties related to such Taxes), which are finally and bindingly assessed (bestandskräftig festgesetzt) Notwithstanding any other provisions at the level of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable relate to the Company with respect to taxable years or periods ending on or before the Closing Date. Payments according to this Clause shall be due fifteen Business Days after the final and binding assessment of the Taxes. Seller shall also indemnify and hold the Company and the Purchaser harmless for any secondary liability under the German Tax Code (Abgabenordnung) of the Company or the Purchaser incurred after the Closing Date that relates to any group fiscal unity plans or arrangements (includingincluding the Profit Transfer Agreement or similar agreements) adopted by Seller and its Affiliates in which the Company participated prior to the Closing Date. 10.1.2 Seller is under no obligation to indemnify Purchaser for the amount of any Taxes (together with any related interest or penalties related to such Taxes) which: (i) are shown or provided for in the Closing Statements (i) as Tax liabilities (Steuerverbindlichkeiten), without limitation(ii) as Tax accruals (Steuerrückstellungen) or (iii) as part of the other accruals (sonstige Rückstellungen) for potential Tax liabilities, if any, to the extent that such Taxes (together with any related interest or penalties related to such Taxes) are covered by such liabilities or accruals shown or provided for the in the Closing Statement; (ii) are the result of a retroactive reorganisation of the Company, of a late finalisation of the statutory accounts of the Company, or of not paying any amounts owed under the Profit Transfer Agreement when due, initiated or omitted by or under the ownership of the Purchaser; (iii) relate to income taxes arising that can be offset by Purchaser or the Company against Tax loss carry-backs or Tax loss carry-forwards that are available directly as a result of any Section 338(h)(10) Election); (ii) subsequent Tax audits with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date); or (iv) Taxes required to be paid arise or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company are increased as a result of an inaccuracy the failure or breach omission of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and or (ii) Taxes imposed on the Purchaser or attributable (iii) any of the Affiliates of Purchaser to make any valid claim, election, surrender, disclaimer, to give any valid notice, consent or to do anything else under the Company, provisions of any enactment or for which the Company may otherwise be liable, for any taxable period that begins regulation relating to Tax after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, Seller and after the Closing Date, Axys USA Holdco shall be liable tofor and pay, and shall indemnify agree that they shall, jointly and severally indemnify, defend and hold harmlessharmless any Purchaser Indemnified Party from, DPIIagainst and in respect of, and reimburse any Purchaser Indemnified Party for, any Taxes, and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants, incurred in connection with any such Taxes (1) imposed on any member of Seller’s Group (other than the Company) for any taxable year; (2) imposed on the Company and their respective officers, directors, Affiliates and assigns from and against or for which the following amounts: Company may otherwise be liable for any Pre-Closing Tax Period (iother than Excluded Taxes); (3) Taxes imposed on or attributable to the Company with respect to taxable years by reason of the Company being a member of any affiliated, consolidated, unitary, or periods combined group for a Tax period ending on or before the Closing Date (includingincluding Taxes imposed by reason of Treasury Regulation Section 1.1502-6 or any comparable provision of state, without limitation, any income taxes arising local or foreign law) or as a result transferee or successor under any Tax allocation, sharing or assumption agreement or by operation of any Section 338(h)(10) Election); (ii) Law with respect to taxable years or periods beginning before the Closing Date such period; (4) resulting from any breach of Seller’s representations as set forth in Section 3.10; and ending after the Closing Date (a "Straddle Period"), 5) resulting from any breach of Seller’s covenants as set forth in Section 5.2(q) and this Section 8.1. Neither Seller nor USA Holdco shall have an obligation to indemnify any Purchaser Indemnified Party for Taxes imposed on or attributable to of the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "for a Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (Period to the extent a Tax Attribute from a Pre-Closing Tax Period is applied to reduce the Liability of the Company for such Taxes have not been paid other than an obligation resulting from a breach of the representation as set forth in Section 3.10(m). Except to the extent reflected as an asset (or otherwise taken into account) in the calculation of Final Adjusted Capital and Surplus, Seller shall be entitled to any refund or credit of Taxes of the Company received for Pre-Closing Tax Periods, and Purchaser shall transfer (or cause to be transferred) the amount of any such refund or credit to Seller (net of any increase in Taxes payable by Axys); (v) Taxes imposed on the DPII Purchaser or the Company as a result of an inaccuracy receiving such refund or breach credit) within three (3) Business Days of the representations receipt or entitlement thereto. In the event that any refund or credit of Taxes for which a payment has been made to Seller is subsequently reduced or disallowed, Seller shall indemnify and warranties set forth in Section 3.24 hold harmless Purchaser for any Tax assessed against Purchaser or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under by reason of such reduction or disallowance (net of any Tax sharing, indemnity benefit resulting from such reduction or allocation agreement entered into before the Closing Date (whether oral or writtendisallowance). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII Purchaser shall be liable for and pay, and hereby agrees that it shall indemnify Axys indemnify, defend and its officershold harmless any Seller Indemnified Party from, directorsagainst and in respect of, Affiliates and assigns reimburse any Seller Indemnified Party for, any (1) Taxes, and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants, incurred in connection with any such Taxes of the Company for any Post-Closing Tax Period and (2) Excluded Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants, incurred in connection with any such Excluded Taxes; provided, however that Purchaser shall not be liable for or pay, and shall not indemnify, defend and hold harmless any Seller Indemnified Party from any Taxes, and against the following amounts: (i) Taxes imposed on or attributable any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants, incurred in connection with any such Taxes, to the Company extent arising from Taxes for which are allocable, Seller is liable pursuant to Section 9.8(c8.1(a), to . All refunds that are not described in the portion last two sentences of any Straddle Period beginning after Section 8.1(a) shall be for the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Dateaccount of Purchaser. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for For purposes of this Section 9.8(cSections 8.1(a) and (b). In , in the case of any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Straddle Period, the portion of any such Tax that is allocable to the Interim Pre-Closing Tax Period shall be: (i1) in the case of Taxes that are either (x) based upon or related to income income, premiums or receipts, receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement), deemed equal to the amount which would bebe payable if the taxable year ended at the Effective Time; and (2) in the case of Taxes imposed on a periodic basis with respect to the assets of the Company, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) All excise, sales, use, transaction, conveyance, stock transfer, value-added, transfer (including real property transfer or gains), stamp, documentary, filing, recordation, and other similar Taxes, levies, or assessments, together with any interest, additions, or penalties with respect thereto and any interest in respect of such additions or penalties, resulting from the transactions contemplated by this Agreement shall be borne one-half by Purchaser and one-half by Seller. (e) Except as provided in Section 7.3(b)(ii) no indemnification provided for under this Section 8.1 shall be subject to any of the limitations of Section 7.3(b).

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys MLP GP shall be liable tofor, shall pay and shall protect, defend, indemnify and hold harmless, DPII, the Company harmless Spectra MLP and their respective officers, directors, Affiliates and assigns its subsidiaries from and against the following amounts: all Losses such parties incur arising from (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth contained in Section 3.24 or a breach of the covenants contained in this Article IX4.12, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) any Taxes imposed on of MLP GP or attributable its Affiliates arising as a result of ownership of the Contributed Interests prior to the CompanyEffective Time, (iii) any Taxes arising as a result of the Restructuring and (iv) any liability of WEUS or M&NE US for the Tax of another Person as a result of being (A) a member of an affiliated, consolidated, combined or unitary group or (B) a party to any Tax Sharing Agreement or another Contract providing for an obligation to indemnify any other Person for Tax. Spectra MLP shall be solely liable for, shall pay and shall protect, defend, indemnify and hold harmless MLP GP and its Affiliates (other than Spectra MLP and its subsidiaries) from any and all Taxes which arise as a result of the Company may otherwise be liable, for any taxable period that begins ownership of the Contributed Interests after the Closing Date. (b) If any claim (an “Indemnified Tax Claim”) is made by any Tax Authority that, if successful, would result in indemnification of any Party (the “Tax Indemnified Party”) by another Party (the “Tax Indemnifying Party”) under this Section 7.3, the Tax Indemnified Party shall promptly, but in no event later than the earlier of (i) 45 days after receipt of notice from the Tax Authority of such claim or (ii) 15 days prior to the date required for the filing of any protest of such claim, notify the Tax Indemnifying Party in writing of such fact. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, The Tax Indemnifying Party (in cooperation with the parties hereto shall, other members of M&NE US pursuant to the extent permitted under applicable law, elect with documents governing the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day management of the taxable year or period affairs of the Company, and such Interim Period M&NE US) shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company control all decisions with respect to Taxes that are payable any Tax Proceeding involving an Indemnified Tax Claim and the Tax Indemnified Party shall take such action (including settlement with respect to an Interim Period, the portion of any such Tax Proceeding or the prosecution of such Tax Proceeding to a determination in a court or other tribunal of initial or appellate jurisdiction) in connection with a Tax Proceeding involving an Indemnified Tax Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney; provided, however, that is allocable to the Interim Period shall be: (i) in within 30 days after the case notice required by Section 7.3(b) has been delivered (or such earlier date that any payment of Taxes with respect to such claim is due but in no event sooner than five days after the Tax Indemnifying Party’s receipt of such notice), the Tax Indemnifying Party requests that are either such claim be contested, and (xii) based upon if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and xxx for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. The Tax Indemnified Party shall not make any payment of an Indemnified Tax Claim for at least 30 days (or such shorter period as may be required by Law) after the giving of the notice required by Section 7.3(b) with respect to such claim, shall give to the Tax Indemnifying Party any information requested related to income or receiptssuch claim, or (y) imposed and otherwise shall cooperate with the Tax Indemnifying Party in connection with order to contest effectively any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would besuch claim.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys the Common Stock Selling Shareholders shall be liable to, each jointly and shall severally indemnify and hold harmlessharmless Buyer and MEI or PPC, DPIIas the case may be, the Company and their respective officers, directors, Affiliates and assigns from and against the following amountsTaxes and, against any loss, damage, liability or expense, including, but not limited to (and except as provided in Section 12(d) hereof), reasonable fees for attorneys and other outside consultants incurred in contesting any such Taxes, in lieu of any other remedy Buyer may have and in full satisfaction of any liability and obligations of the Common Stock Selling Shareholders under this Agreement: (i) Taxes imposed on MEI or attributable to PPC, as the Company case may be, with respect to any taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years Any reduction (other than by application against Taxes due and payable) of prepaid Tax, a Tax receivable, a Tax refund, or periods beginning before other Tax benefit included as an asset, or otherwise taken into account, in determining the Actual Closing Date Net Working Capital of MEI and ending after the Closing Date PPC; (a "Straddle Period"), iii) Taxes or additional Taxes imposed on MEI or attributable to PPC, as the Company which case may be, that are allocable, pursuant to Section 9.8(c)12(b) below, to the portion of such Straddle Period taxable years or periods ending on the Closing Date (an "Interim Period") but only to the extent that any liability for Taxes for such periods exceeds the amount of any accrual for current taxes payable that is taken into account in determining the Actual Closing Date Net Working Capital (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iiiiv) Taxes or additional Taxes imposed on any member of any affiliated group with which Axys and/or MEI or PPC, as the Company file case may be, or have filed a Tax Return on a consolidated, combined or unitary basis Buyer for any taxable year or period beginning before the Pre-Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company Periods as a result of an inaccuracy or a breach of the representations and warranties set forth in Section 3.24 4(j) with respect to MEI and Section 5(j) with respect to PPC of this Agreement or a breach of the covenants contained in this Article IX, without duplicationSection 12; and (viv) Taxes or other payments required to be made after the date hereof by MEI or PPC, as the Company case may be, or Buyer for any Pre-Closing Period to any Person party under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or not written). ) and (bvi) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: extent not otherwise indemnified under clauses (i) and (iii) above, Taxes imposed on as a result of the distribution or attributable transfer of the Excluded Properties to the Company which are allocable, pursuant to Selling Shareholders or other Parties. Common Stock Selling Shareholders' obligations under this Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise 12 shall be liable, adjusted for any taxable period that begins after the Closing Date. tax savings, reduction or benefit actually realized by MEI or PPC (cor their successors and assigns) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal the matter subject to the amount which would beindemnification claim.

Tax Indemnity. (a) Notwithstanding The Advisor Parent hereby indemnifies the REIT, the Operating Partnership and their Affiliates (including, effective upon the Closing, the Advisor) against and agrees to hold them harmless from any other provisions (i) Taxes of this Agreement, from, and after the Advisor attributable to a Pre-Closing Tax Period or to the portion of a Straddle Period ending on the Closing Date, Axys shall be liable (ii) without duplication, loss or damages resulting from a breach of the provisions of Sections 3.11, 5.1(c) or (g), 7.1 or 7.2, and (iii) any liability for Taxes of others (including, but not limited to, and shall indemnify and hold harmlessthe Advisor Parent) which liability results from the Advisor having been a disregarded entity (within the meaning of U.S. Treasury Regulation Section 301.7701-3) of the Advisor Parent, DPII, or which is imposed by Law or as a result of any agreement or transaction that the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on Advisor was a party to or attributable subject to prior to the Company with respect to taxable years or periods ending on or before the Closing Date Date, (iv) without duplication, liabilities, costs, expenses (including, without limitation, any income taxes reasonable expenses of investigation and reasonable attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising as a result out of or incident to the imposition, assessment or assertion of any Section 338(h)(10) ElectionTax described in (i); , (ii) with respect to taxable years or periods beginning before (iii) (the Closing Date and ending after the Closing Date sum of (a "Straddle Period"i), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c(ii), (iii) being referred to herein as a “Tax Loss”); provided, that the portion amount otherwise recoverable under this Section 7.3 in respect of any Tax Loss shall be reduced by the amount, if any, of such Straddle Period ending Tax Loss set forth as a current liability on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior Balance Sheet as finally determined under Section 2.6 of this Agreement. Any amount recoverable under this Section 7.3 shall be subject to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed limitation on the DPII or the Company as a result of an inaccuracy or breach maximum aggregate liability of the representations and warranties Advisor Parent set forth in Section 3.24 8.4. The parties hereby waive compliance with any bulk sales or a breach of the covenants contained in this Article IX, without duplicationsimilar pre-sale clearance requirements; and (vi) Taxes notwithstanding any term or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions condition of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and Advisor Parent shall indemnify Axys and its officershold harmless the REIT, directorsthe Operating Partnership and their Affiliates (including, Affiliates and assigns effective upon the Closing, the Advisor) from and against the following amounts: (i) Taxes imposed on any claims, damages or attributable other liability to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Dateextent resulting from such non-compliance. (cb) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for For purposes of this Section 9.8(c). In 7.3, in the case of any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim for a Straddle Period, the portion of any such Tax that is allocable related to the Interim Period portion of such Tax period ending on the Closing Date shall be: (i) in the case of any Taxes that are either other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period for which such Tax is determined multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (xii) in the case of any Tax based upon or related to income or and any gross receipts, sales or (y) imposed in connection with any sale or other transfer or assignment of property (real or personaluse Tax, tangible or intangible), be deemed equal to the amount which would bebe payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (ii) shall be made in a manner consistent with prior practice of the Advisor. (c) Subject to the Advisor Parent’s consultation rights under Section 7.3(d), not later than 30 days after receipt by the Advisor Parent of written notice from the REIT stating that any Tax Loss has been incurred by any of the Persons specified in Section 7.3(a) and the amount thereof, the Advisor Parent shall discharge its indemnification obligation with respect to such Tax Loss by paying to the REIT an amount equal to the amount of such Tax Loss. The payment by the REIT or any of the other Persons specified in Section 7.3(a) of any Tax Loss shall not relieve the Advisor Parent of its obligation under this Section 7.3. (d) The REIT agrees to give prompt written notice to the Advisor Parent of any Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder which the REIT deems to be within the ambit of this Section 7.3 (specifying with reasonable particularity the basis therefor) and will give the Advisor Parent such information with respect thereto as the Advisor Parent may reasonably request. The Advisor Parent may, at its own expense, upon notice to the REIT, assume the defense of any such suit, action or proceeding (including any Tax audit); provided, that (x) the Advisor Parent shall thereafter consult with the REIT upon the REIT’s reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax audit) and (y) the Advisor Parent shall not, without the REIT’s consent, not to be unreasonably withheld or delayed, agree to any settlement with respect to any Tax if such settlement reasonably could be expected to adversely affect the Tax liability of the REIT, any of its Affiliates or, following the Closing, the Advisor. If the Advisor Parent assumes such defense, (i) the REIT shall have the right (but not the obligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Advisor Parent (provided that the Advisor Parent shall retain control of all aspects of such defense) and (ii) the Advisor Parent shall not assert that the Tax Loss, or any portion thereof, with respect to which the REIT seeks indemnification is not within the ambit of this Section 7.3. If the Advisor Parent elects not to assume such defense, the REIT, the Operating Partnership or the Advisor may pay, compromise or contest the Tax at issue. The Advisor Parent shall be liable for the fees and expenses of counsel employed by the REIT for any period during which the Advisor Parent has not assumed the defense thereof. Whether or not the Advisor Parent chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Notwithstanding any other provision of this Section 7.3, the Advisor Parent shall not be liable under this Section 7.3 with respect to any Tax Loss resulting from a claim or demand the defense of which the Advisor Parent was not offered the opportunity to assume as provided under this Section 7.3(d).

Tax Indemnity. Each Seller shall severally and not jointly, in accordance with such Seller’s Proportional Share, indemnify and hold harmless the Purchaser Indemnitees from any and all Losses incurred by the Purchaser Indemnitees during the thirty (30) months period following the Closing Date in respect of: (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) all liability for Taxes imposed on or attributable to the Company with respect to any taxable years period of the Company or any of the Company Subsidiaries (or any predecessors) for all taxable periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) and with respect to any taxable years period that begins on or periods beginning before the Closing Date and ending ends after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such Straddle Period thereof ending on the Closing Date Date; (an "Interim Period"b) any and all liability for Taxes of such Seller or any other Person (Interim Periods and other than the Company or any taxable years of the Company Subsidiaries) which is or periods that end on has ever been affiliated with the Company or any of the Company Subsidiaries or with whom the Company or any of the Company Subsidiaries otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); Date; (iiic) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations (i) any representation or warranty contained in Section 4.6 (Taxes), and warranties (ii) any covenant or agreement set forth in Section 3.24 or a breach 6.5(k) (Conduct Prior to Closing) and Section 6.17 (Tax Matters); (d) any and all liability for Taxes resulting from any transactions set forth on Schedule 6.5(l) of the covenants contained in this Article IX, without duplicationDisclosure Schedules; and and (vie) Taxes or other any payments required to be made after the date hereof by the Company to any Person Closing Date under any Tax sharing, indemnity Tax indemnity, Tax allocation or allocation agreement entered into before similar Contracts (whether or not written) to which the Company or any of the Company Subsidiaries was obligated, or was a party, on or prior to the Closing Date Date. A Purchaser Indemnitee shall not be entitled to receive payment pursuant to this Section 9.4 unless and until the aggregate amount of all Losses incurred by all Purchaser Indemnitees exceeds RMB15 million, in which event the Purchaser Indemnitees shall only be entitled to the amount in excess of RMB15 million; provided, however, that the foregoing limitation shall not apply to: (whether oral i) penalty and/or interest on Losses associated with Taxes, or written(ii) Losses incurred under Section 9.4(b). (b) . Notwithstanding any other provisions of anything in this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes, this Section 9.4 shall be the sole and exclusive remedies of the Parties and Section 9.2(a) shall not apply to any claims for Taxes that are payable with respect made pursuant to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bethis Section 9.4.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys the Equity Holders shall be liable toindemnify, and shall indemnify save and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Parent Indemnified Parties from and against the following amounts: any Damages incurred in connection with, arising out of, resulting from or attributable to (i) Taxes imposed on or attributable to of the Company or the Company Subsidiary for any Pre-Closing Tax Period, (ii) any Taxes with respect to taxable years any Pre-Closing Tax Period of any member of an affiliated, consolidated, unitary or periods ending combined group of which the Company or the Company Subsidiary (or any predecessor thereof) is or was a member prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law, (iii) any Taxes of any Person (other than the Company or the Company Subsidiary) imposed on the Company or the Company Subsidiary as a transferee, successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing Date Closing, and (iv) Taxes of Equity Holders (including, without limitation, any income taxes capital gains Taxes arising as a result of the transactions contemplated by this Agreement) or any of their Affiliates for any Tax period (collectively, “Indemnified Taxes”), except to the extent that such Indemnified Taxes were taken into account in the final determination of Net Working Capital. For purposes of this Section 338(h)(10) Election6.8(a); (ii) with respect to taxable years or periods beginning before , in the Closing Date and ending after the Closing Date (case of any Taxes that are payable for a "Straddle Period"), Taxes imposed on or attributable to the Company portion of such Tax which are allocable, pursuant to Section 9.8(c), relates to the portion of such Straddle Period ending on the Closing Date shall (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (ix) in the case of any Taxes that are either (x) other than Taxes based upon or related to income or income, receipts, or employment, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (y) imposed in connection with the case of any sale Tax based upon or other transfer related to income, receipts, or assignment of property (real or personal, tangible or intangible), employment be deemed equal to the amount which would bebe payable if the relevant taxable period ended on the Closing Date.

Tax Indemnity. (a) Notwithstanding any other provisions If Option A has been selected, Lessor intends to take accelerated cost recovery deductions (Recovery Deductions) under sections 167(a) and 168(b) (1) of this Agreementthe Internal Revenue Code of 1986, fromas amended (Code), and after the Closing Dateaccelerated depreciation deductions under applicable state law (Depreciation Deductions). Accordingly, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against Lessee makes the following amounts: representations, warranties and covenants; (i) Taxes imposed on or attributable at the time Lessee accepts the Equipment pursuant to Section 3 of the Company with respect to taxable years or periods ending on or before Agreement, the Closing Date (including, without limitation, any income taxes arising as a result Equipment will have been "placed in service" within the meaning of any Section 338(h)(10) Election)sections 167 and 168 of the Code; (ii) the Total Purchase Price shall qualify for Recovery Deductions and Depreciation Deductions (with respect to taxable years or periods beginning before the Closing Date exception of any items that are excluded by specific language on the front of this Schedule and ending after any increase in the Closing Date (a "Straddle Period"), Taxes imposed on or Total Purchase Price that is attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"accrued interest under a Financing Agreement); (iii) Taxes imposed on neither Lessee, any member of its affiliates, nor any affiliated group with which Axys and/or of its successors, sublessees or assigns was, is, or will become a tax-exempt entity described in section 168 (h) (2) of the Company file Code at any time during the Term of this Schedule or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing five years preceding the Commencement Date; and (iv) Taxes at no time during the Term of this Schedule will Lessee (or any of its successors, sublessees or assigns) take any action or fail to take any action (whether or not such act or omission is otherwise required by the Agreement) that results in a loss, reduction, deferral, recapture or other unavailability to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result Lessor of an inaccuracy or breach any part of the representations and warranties set forth in Section 3.24 Recovery Deductions or Depreciation Deductions. If, because of a breach of this Section 4(a), Recovery Deductions or Depreciation Deductions are lost, reduced, deferred, recaptured or otherwise made unavailable to Lessor (Tax Loss), Lessee shall, upon demand by Lessor, promptly pay damages to Lessor. The amount of such damages shall be the covenants contained amount necessary to provide Lessor with a Net Economic Return (as defined in Section 4(c) below) equal to the Net Economic Return that Lessor would have realized if it had not suffered a Tax Loss. A Loss or damage to the Equipment will constitute a breach of this Article IX, without duplication; and (viSection 4(a) Taxes or other payments required to be made after if it does not result in the date hereof by payment of the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before Lessor's Return described in Section 13 of the Closing Date (whether oral or written)Agreement. (b) Notwithstanding any other provisions The amount of each periodic Rental Payment remaining to be paid during the Applicable Term (as previously adjusted pursuant to this Agreement Section 4(b)) shall be adjusted, upwards or downwards, if changes are made to the contrary, from and after Code (including changes in the Closing Date, DPII corporate income tax rates) or any regulations promulgated thereunder that affect the federal income tax consequences to Lessor that were contemplated by Lessor when it determined the amount of the periodic Rental Payment then in effect (Tax Law Change). The net effect of any adjustment under this Section 4(b) shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to provide Lessor a Net Economic Return equal to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period Net Economic Return that begins after the Closing DateLessor would have realized if no Tax Law Change had occurred. (c) In order Any damages required by Section 4(a) above and any adjustment required by Section 4(b) above shall be in the amount necessary to apportion appropriately any Taxes relating provide Lessor a net after-tax yield, net after-tax cash flow and net after-tax book earnings (Net Economic Return) equal to any taxable year the Net Economic Return Lessor would have realized with respect to the transaction contemplated by this Schedule if a Tax Loss or period that includes an Interim PeriodTax Law Change (as applicable) had not occurred, assuming Lessee would fulfill all of its obligations hereunder, and shall be based upon the parties hereto shallsame assumptions and pricing analysis used by Lessor in determining the amount of the periodic Rental Payment then in effect, except to the extent permitted under applicable law, elect with such assumptions are affected by the relevant Taxing Authority to treat, for all purposes, Tax Loss or Tax Law Change (as applicable) at issue. Without limiting the Closing Date as the last day generality of the foregoing, it shall be irrebuttably presumed that all income of Lessor for any year is subject to tax at the highest then applicable federal income tax rate generally applicable to corporations and that Lessor has sufficient taxable year income to offset deductions arising hereunder. (d) With respect to any damages or period adjustments calculated by Lessor as set forth above (Calculation Amount), at the request and expense of Lessee, Lessor shall submit the assumptions and calculations underlying any such Calculation Amount to Lessor's independent certified public accountants for verification of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes maintenance of this Section 9.8(c)Lessor's Net Economic Return. In any case where applicable law Such accountants' determination that the Calculation Amount does or does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Periodmaintain Lessor's Net Economic Return (and, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes the latter, such accountants' determination of the adjusted amount that are either (xwould so maintain such Net Economic Return) based shall be binding upon or related Lessor and Lessee. Lessee agrees that any information provided to income or receiptssuch accountants by Lessor constitutes private, or (y) imposed in connection with any sale or proprietary and confidential property of Lessor and that no person other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bethan Lessor and such accountants shall be entitled access thereto.

Tax Indemnity. (ai) Notwithstanding any other provisions of this Agreement, from, from and after the Closing Date, Axys Seller shall be liable to, and shall indemnify and hold harmless, DPII, Purchaser and the Company and their respective officers, directors, Affiliates and assigns from and Seller Subsidiaries against the following amountsTaxes, but only for Taxes in excess of the sum of Taxes paid prior to December 31, 1997, Taxes accrued as current Taxes payable or reserves on the December 31, 1997 financial balance sheet, and Taxes accrued or paid after December 31, 1997 in the ordinary course of business, in accordance with past practice, with respect to business operations for the period of January 1, 1998 through the Closing Date: (iA) Taxes imposed on or attributable to the Company Seller Subsidiaries with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (iiB) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company Seller Subsidiaries which are allocable, pursuant to Section 9.8(c)such clause (ii) hereof, to the portion of such Straddle Period taxable year or period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iiiC) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file Seller and the Seller Subsidiaries or have any Seller Subsidiary files or has filed a Tax Return on a consolidated, combined or unitary basis for any a taxable year or period beginning before the Closing Date; (ivD) Taxes required to be paid or reimbursed by Axys the Seller under Section 9.8(dsubsection (i)(iii) hereof (to the extent such Taxes have not been paid by AxysSeller); (vE) Taxes or additional Taxes imposed on the DPII Purchaser or the Company Seller Subsidiaries as a result of an inaccuracy or a breach of the representations and warranties set forth in Section 3.24 2.12 of this Agreement or a breach of the covenants contained in this Article IX, subsection (i) without duplication; and or (viF) Taxes or other payments required to be made after the date hereof by the Company Seller Subsidiaries to any Person party under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or not written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority Tax authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the CompanySeller Subsidiaries, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(csubsection (i). In any case where applicable law does not permit the Company Seller Subsidiaries to treat the Closing Date as the last day of the taxable year or period of the Company Seller Subsidiaries with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the portion of the Interim 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), deemed equal to the amount which would be

Tax Indemnity. 11.1.1 Subject to, and limited by, the provisions set forth in this Section 11, the Sellers shall indemnify the Purchaser, or upon the Purchaser’s request the Company, from and against (i) all due Taxes to be paid by the Company relating to the Seller Periods (or for Taxes which would be due and payable by the Company but for the use or set-off of a Purchaser’s Tax Relief) (“Indemnifiable Taxes”). In the case of any Straddle Period, the amount of Taxes to be allocated to the Seller Period shall be determined in accordance with the following “as-if assessment” and shall be equal to (a) Notwithstanding any other provisions of this Agreement, from, and after the amount that would be payable if the Tax assessment period ended on the Targeted Closing Date, Axys shall be liable to24:00 hours (CET), or [***] Certain information in this document has been omitted and shall indemnify filed separately with the Securities and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company Exchange Commission. Confidential treatment has been requested with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)omitted portions. (b) Notwithstanding any other provisions if an allocation pursuant to (a) above is not possible, the amount of this Agreement to Taxes for the contrary, from entire period multiplied by a fraction in which the numerator is the number of days in the portion of the taxable period that falls within the Seller Period and after the Closing Date, DPII denominator is the number of days in the entire taxable period. 11.1.2 The Sellers shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against grant the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, Tax indemnification pursuant to Section 9.8(c), 11.1.1 above subject to the portion following limitations: (a) No indemnity is owed if and to the extent Taxes are the result of (a) any reorganization initiated by Purchaser or its Affiliates after the Targeted Closing Date with retroactive effect (Section 2 Reorganization Tax Act (Umwandlungssteuergesetz)) as of a date within the Seller Period, or (b) the amendment of any Straddle Tax Return relating to the Seller Period beginning initiated by Purchaser or its Affiliates after the Targeted Closing Date Date; sentence 1 of this Section 11.1.2(a) shall not apply if and (ii) Taxes imposed on or attributable to the Companyextent the relevant act was legally required under mandatory law; (b) The Sellers shall not be responsible for any Tax liabilities if and to the extent the amount of the respective Taxes could be recovered from a third party. To the extent the Sellers have fully paid the indemnifiable amounts under this Agreement, or the Purchaser will upon request assign any claims for which recovery from any third party other than an Affiliate of the Company may otherwise be liable, for any taxable period that begins after or the Closing Date.Purchaser to the Sellers; (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, If and to the extent permitted under applicable lawthe Purchaser or the Company or any of the Purchaser’s Affiliates are entitled to or could receive any benefits by refund, elect with set-off or reduction of Taxes after the relevant Taxing Authority to treat, for all purposes, the Targeted Closing Date as the last day direct result of the taxable year circumstances which triggered the claim for indemnification of Taxes under Section 11.1.1 (e.g. due to the lengthening of any amortization or period depreciation periods, higher amortization/depreciation allowances, a step-up in Tax basis of assets, the Companynon-recognition of generally tax deductible liabilities or provisions), and such Interim Period then the corresponding benefit shall reduce the indemnifiable amount. 11.1.3 Any indemnification payments under this Section 11.1 by the Sellers shall be treated as a short taxable year and a Pre-Closing Period for purposes made at the later of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) thirty (30) Business Days after the date at which the Joint Representative has been notified in writing by the case Purchaser about the payment obligation and has been provided with a copy of Taxes that are either the relevant Tax assessment notice (xSteuerbescheid) based upon or related to income or receiptsother payment notice, or (yii) imposed five (5) Business Days before the Tax falls due. If an Indemnifiable Tax is appealed and to the extent that the Taxing Authority has granted a payment relief (in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangibleparticular Aussetzung der Vollziehung), deemed equal the payment of such Tax (including, for the avoidance of doubt, statutory interest thereon) to the Taxing Authority shall be considered due no earlier than five (5) Business Days prior to the new due date determined by either the Taxing Authority or a court of competent jurisdiction. 11.1.4 If an Indemnifiable Tax is reduced after an indemnification payment has been made, the difference between the higher indemnification payment and the lower Tax amount shall be reimbursed by the Purchaser to the Sellers, including all statutory interest related thereto; any respective payment to the Sellers shall be due within fifteen (15) Business Days after the date at which would bethe Company has received the respective amount from the Taxing Authorities (including by way of set-off or credit against any liability).

Tax Indemnity. The Seller shall pay for, and indemnify the Buyer, its Affiliates (including the Companies) and all other Buyer Indemnified Parties from and against, the following Taxes (and all other related Losses): (a) Notwithstanding all Taxes (other than Buyer’s allocable share of any other provisions Transfer Taxes) of this Agreementeach Company for any Pre-Closing Period, from, and after or the portion of any Straddle Period ending on the Closing Date, Axys shall be to the extent such Taxes are not adequately provided for as a current liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and tax) for purposes of computing the Closing Net Working Capital (as finally determined); (b) all Taxes that any Company is liable tofor (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, and shall indemnify and hold harmlesslocal, DPIIor non-U.S. applicable Laws) as a result of such Person (or any predecessor) being a member of (or leaving) an affiliated, the Company and their respective officersconsolidated, directorscombined, Affiliates and assigns from and against the following amounts: (i) Taxes imposed unitary or similar Tax group on or attributable before the Closing Date; (c) all Taxes that any Company is liable for as result of transferee liability, successor liability, joint and several liability, pursuant to a contract or otherwise for any Pre-Closing Period (or the Company with respect to taxable years or periods portion of any Straddle Period ending on or before the Closing Date (including, without limitation, any income taxes arising Date) or that are imposed as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years an event or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed transaction occurring on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (ivd) all Taxes required resulting from or arising out of a breach of a representation or warranty contained in Section 3.17 (or any certificate delivered hereunder that relates to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axysrepresentations); (ve) all Taxes resulting from or arising out of a breach of a covenant of any Seller or Representative contained in this Article VI or Section 5.1(t); (f) the Seller’s allocable share of any Transfer Taxes, as determined under Section 6.6; (g) any and all Excluded Taxes; (h) any and all Taxes (other than Transfer Taxes) resulting from the transactions effected by the Contribution Agreement or the Foreign Contribution Agreement; and (i) any income or capital gains Taxes imposed on the DPII any Company by tax authorities in China (or the Company any state or political subdivision therein) as a result of an inaccuracy the direct or breach indirect transfer of STR (Shanghai) Ltd., in each case without duplication. Notwithstanding the representations and warranties set forth foregoing, the Seller’s obligation in Section 3.24 or respect of a breach of the covenants contained any representation pursuant to Section 6.1(d) shall not include any Taxes arising in this Article IX, without duplication; and any period (vior portion thereof) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and beginning after the Closing Date; provided that this sentence shall not apply to breaches of representations in Sections 3.17(g), DPII (r) and (s). Seller shall be liable obligated to indemnify a Person for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (ia breach of a representation in Section 3.17(g) Taxes imposed only if Buyer provides notice of such breach on or attributable to before the Company which are allocable, pursuant to Section 9.8(c), to the portion sixth (6th) anniversary of any Straddle Period beginning after the Closing Date and (iiDate. Seller shall be obligated to indemnify a Person for a breach of a representation in Section 3.17(r) Taxes imposed only if Buyer provides notice of such breach on or attributable before the third (3rd) anniversary of the Closing Date. Seller shall be obligated to indemnify a Person for a breach of a representation in Section 3.17(s) only if Buyer provides notice of such breach on or before the Company, or for which the Company may otherwise be liable, for any taxable period that begins after first (1st) anniversary of the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (a) Notwithstanding any other provisions representation contained herein or the absence of this Agreementany representation herein, fromSELLER shall indemnify, and after the Closing Date, Axys shall be liable to, and shall indemnify defend and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns harmless each Purchaser Indemnitee from and against the following amounts: (i) all Taxes imposed on claimed or attributable to assessed against any one or more of the Company with respect to taxable years or periods ending on or before the Closing Date XxXxx Companies (including, without limitation, any income taxes arising as a result Taxes payable by reason of any the Section 338(h)(10) Election); election provided for in this Agreement) and Taxes of others, including, but not limited to, SELLER or any Tax Affiliate, - for example, by reason of transferee liability or the application of Treas. Reg. Section 1. 1502-6 - for any taxable period ending on or before the Effective Date, and (ii) all Indemnified Liabilities payable with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")such Taxes. However, SELLER shall not be liable for such Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending shown as liabilities on the Closing Date Final Statement of Net Assets in the amounts shown thereon. Solely with respect to XxXxx XX, (an "Interim Period"i) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member SELLER shall not make a binding settlement of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained claim described in this Article IXSection 11.4 without PURCHASER's written consent first obtained, without duplicationwhich consent shall not be unreasonably withheld; and (viii) Taxes any taxes attributable to its operations through the Effective Date shall be deemed attributable to a taxable period ending on or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).Effective Date.. (b) Notwithstanding any other provisions representation contained herein or the absence of this Agreement to any representation herein, SELLER shall also indemnify, defend and hold harmless the contrary, Purchaser Indemnitees from and against any and all Taxes and Indemnified Liabilities sustained in a tax period of XxXxx XX ending after the Closing Effective Date arising out of the settlement or other resolution (without the written consent of PURCHASER) of a proposed tax adjustment which relates to a tax period ending on or before the Effective Date. For example, DPII if SELLER agrees in an income tax audit to reduce the depreciable basis of property acquired by XxXxx XX before January 1, 1997, SELLER shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns any additional Taxes due from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion XxXxx XX by reason of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Datereduced depreciation. (c) In order to apportion appropriately any Taxes relating SELLER's indemnity obligations with respect to any taxable year or period that includes an Interim Period, the parties hereto shall, item pursuant to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, this Section 11.4 shall continue after the Closing Date as until the last day later of the taxable year final resolution of any judicial or period administrative proceeding or sixty (60) days after the defense based on the expiration of the Companyall statutes of limitations applicable to an item therein contained expires (without any waiver of any statutes of limitations or extensions not consented to by SELLER, and such Interim Period which consent shall not be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company unreasonably withheld, with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim 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 intangibleitem), deemed equal at which time the indemnification shall expire as to such item unless it is then the amount which would besubject of a claim filed by PURCHASER with SELLER as herein provided.

Tax Indemnity. (a) Notwithstanding any other 9.5.1 Subject to the provisions of this AgreementSection 9.5.3, from, and after the Closing Date, Axys Sellers shall be liable tofor, and shall indemnify hold the Buyer and hold harmlessthe Company and each of its Subsidiaries harmless from and against, DPIIany and all Taxes due or payable by, or on behalf of, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on each of its Subsidiaries for any taxable year or attributable to the Company with respect to taxable years or periods tax period ending on or before the Closing Date (includingDate. 9.5.2 Subject to the provisions of Section 9.5.3, without limitationfor any taxable year or tax period beginning after the Closing Date, the Buyer and the Company shall be liable for, and shall hold the Sellers harmless from and against, any income taxes arising as a result and all Taxes due or payable by the Company and each of any Section 338(h)(10) Election); (ii) its Subsidiaries or by the Sellers with respect to taxable years or periods the Company and each of its Subsidiaries. 9.5.3 Any Taxes for a tax period beginning before the Closing Date and ending after the Closing Date (shall be apportioned between the Sellers and the Buyer in the case of real and personal property taxes, on a "Straddle Period")per diem basis and, Taxes imposed in the case of other Taxes, based on or attributable to the actual operations of the Company which are allocable, pursuant to Section 9.8(c), to during the portion of such Straddle Period period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and each such portion of such period shall be deemed to be a tax period subject to the provisions of Sections 9.5.1 and 9.5.2, above. 9.5.4 Any refunds or credits of Taxes relating to a taxable year or tax period (an "Interim Period"including a period deemed to be a tax period under Section 9.5.3) (Interim Periods and i) shall be for the account of the Buyer if such refund is attributable to the carry back of a loss to such period from any taxable years or periods that end on or prior to period ending after the Closing Date being referred or if such period ends after the Closing Date, and (ii) shall be for the account of the Sellers in all other cases. The Buyer shall, and shall cause the Company to, use its best efforts to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on seek and shall cause the Company to forward to or to reimburse the Sellers for any member such refunds or credits due the Sellers after receipt thereof, and the Sellers shall promptly forward or reimburse the Buyer for any refunds or credits due the Buyer after receipt thereof. 9.5.5 If the Buyer or the Company becomes aware of any affiliated group assessment, official inquiry, examination or proceeding that could give rise to an official determination with which Axys and/or the Company file respect to Taxes due or have filed a Tax Return on a consolidated, combined or unitary basis payable for any taxable year or tax period beginning before the Closing Date; (iv) Taxes required to be paid ending on or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement including a period deemed to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed a tax period ending on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after before the Closing Date and (ii) under Section 9.5.3), the Buyer shall promptly so notify the Sellers in writing. If the Sellers become aware of any official inquiry, examination or proceeding that could result in an official determination with respect to Taxes imposed on due or attributable to payable by the Buyer or the Company, or for which the Company may otherwise be liable, for any taxable period that begins after Sellers shall promptly so notify the Closing DateBuyer in writing. (c) In order 9.5.6 The Sellers shall have the right, at the Sellers' expense, to apportion appropriately conduct the contest and/or settlement of any issue raised in any official inquiry, examination or proceeding that could give rise to an official determination with respect to Taxes relating to due or payable for any taxable year or tax period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, ending on or before the Closing Date as the last day of the taxable year (including a period deemed to be a tax period ending on or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat before the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beunder Section 9.5.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, The Members will jointly and after the Closing Date, Axys shall be liable to, and shall severally indemnify and hold harmlessParent, DPII, Purchaser and the Company Companies and each of their respective officers, directors, Affiliates successors and assigns from and (each, a “Tax Indemnitee”) harmless against the following amounts: all Losses attributable to (i) Taxes imposed on or attributable to any Tax of the Company with respect to taxable years or periods ending on or before Companies and the Subsidiaries for any Pre-Closing Date (includingTax Period, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years Taxes of any member of an affiliated, consolidated, combined or periods beginning before unitary group of which the Closing Date and ending after the Closing Date Companies (or any predecessor) is or was a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end member on or prior to the Closing Date being referred Date, including pursuant to collectively hereinafter as "PreSection 1.1502-Closing Periods"); 6 of the Treasury Regulations or any analogous or similar state, local or foreign income Tax law or regulation, (iii) Taxes of any Person other than the Companies and the Subsidiaries that are imposed on any member of any affiliated group with the Companies as a transferee or successor, by contract, or otherwise, which Axys and/or the Company file Taxes related to an result from an event or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before transaction occurring prior to the Closing Date; and (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a any breach of the covenants contained in this Article IX; provided, without duplication; however, that in any such case the Members will be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes as reflected in Final Closing Working Capital Amount. The limitations on indemnification contained in Article VIII will not apply to any claim for indemnification under this Article IX. If a Party has any indemnification obligations with respect to any Loss under both this Article IX and (viArticle VIII, the indemnification obligations under this Article IX will control and be their exclusive obligation. Subject to Section 9.3(b), the Members shall reimburse Parent, Purchaser and the Companies for any Losses which are the responsibility of any Members pursuant to this Section 9.3(a) Taxes or other payments required to be made within ten days after the date hereof by Parent or the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Companies’s request thereof. (b) Notwithstanding After the Closing, Parent shall inform the Representative within fifteen (15) days of its receipt of any notice of any Tax audit, assessment, adjustment, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which a Tax Indemnitee may be entitled to indemnity from the Members hereunder; provided, however, that the failure of Parent to provide such notice shall not affect the Members’ indemnity obligations under Section 9.3(a) except to the extent that the Member is materially prejudiced. If the Representative notifies Parent within thirty (30) days following receipt of notice of such Tax Contest that the Representative intends to exercise his contest rights under this Section 9.3(b), the Representative shall have the right to control such Tax Contest at his expense and to employ counsel of his choice. Parent shall have the right to participate in any such Tax Contest at its own expense, shall be entitled to control the disposition of any issue in any such Tax Contest that does not affect a potential liability of the Members, and shall be entitled to jointly control with the Representative the defense and disposition of any issue in any such Tax Contest that relates to any Straddle Period. Parent shall control any other provisions of this Agreement Tax Contests. With respect to a Tax Contest which the Representative is entitled to control, the Representative shall have the right to determine all issues relating to the contrary, from Tax Contest except that the Representative shall not settle any Tax Contest without the prior consent of Parent (which consent may not be unreasonably withheld). Parent shall deliver to the Member any power of attorney reasonably required to allow the Representative and after his counsel to represent Parent and the Closing Date, DPII shall be liable for Companies in connection with any Tax Contest that the Representative is entitled to control hereunder and shall indemnify Axys use its reasonable efforts to provide the Representative with such assistance as may be reasonably requested by the Representative in connection with any such Tax Contest. The Parties each agree to consult with and its officers, directors, Affiliates and assigns from and against to keep the following amounts: (i) Taxes imposed other Parties hereto informed on or attributable a regular basis regarding the status of any Tax Contest to the Company which are allocable, pursuant to Section 9.8(cextent that such Tax Contest could affect a liability of such other Party (including indemnity obligations hereunder), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order To the extent allowable under applicable law, all amounts payable under Article VIII and this Section 9.3 will be treated for Tax purposes as adjustments to apportion appropriately the Purchase Price. (d) Parent, the Companies and the Members shall cooperate fully, as and to the extent reasonably requested by one another, in connection with the preparation and filing of Tax Returns and any Taxes audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent and the Companies on the one hand, and the Members on the other, agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies and the Subsidiaries relating to any taxable year periods, and (ii) to give the other party reasonable written notice prior to transferring, destroying or period that includes an Interim Perioddiscarding any such books and records and, if so requested, the Parent, the Companies, or the Member, as the case may be, shall allow the requesting party to take possession of such books and records. The parties hereto shallagree, upon request, to the extent permitted under applicable lawuse reasonable efforts to obtain any certificate or other document from any taxing authority or any other Person as may be necessary to mitigate, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year reduce or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In eliminate any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would becould otherwise be imposed.

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementSubject to Sections 4.19(c) and 4.19(d), from, and after the Closing Date, Axys shall be liable to, and Seller shall indemnify and hold harmless, DPIIBuyer and its Affiliates, the Company and its Subsidiaries and their respective officers, directors, Affiliates employees, agents, successors and permitted assigns (each a “Buyer Tax Indemnitee”) harmless from and against the following amounts: against, and shall reimburse each Buyer Tax Indemnitee for, any and all Taxes or other expenses (including, without limitation, reasonable expenses or investigation and reasonable attorneys’ and accountants’ fees and expenses in connection with any action, suit or proceeding) actually incurred, suffered or accrued at any time by any Buyer Tax Indemnitee arising out of or attributable to (i) any liability for the Taxes imposed on or attributable to of the Company with respect to taxable years or periods and its Subsidiaries for any period ending on or before the Closing Date (including, without limitation, any income taxes arising as a result and the portion of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning Straddle Period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period not ending on the Closing Date in excess of the amount accrued for Taxes on the Final Net Working Capital Statement, (an "Interim Period"ii) (Interim Periods all liabilities of the Company and its Subsidiaries as a result of the applicability of Treas. Reg. §1.1502-6 or otherwise for Taxes of any taxable years other corporation affiliated with the Company or periods that end its Subsidiaries on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); Date, (iii) all liabilities for Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy the Section 338(h)(10) Election, and (iv) subject to Section 7.1, any misrepresentation or breach of the representations and warranties any representation or warranty set forth in Section 3.24 or a breach of the covenants contained in this Article IX3.1(l) (collectively, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any “Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or writtenLosses”). (b) Notwithstanding any other provisions of this Agreement anything to the contrarycontrary herein (other than Section 4.19(d) below), from and after the Closing Date, DPII indemnification provided in this Section 4.19 shall not be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against limited by Section 7.4(b). In the following amounts: case of Taxes that are payable with respect to a Straddle Period: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of such period (i.e., the taxable year or period of parties hereto shall “close the Company with respect books” on such date) and shall elect to Taxes that are payable with respect to an Interim Period, do so if permitted by applicable law; and (ii) the portion of any such Tax that is allocable to the Interim Period portion of the taxable period ending on the Closing Date shall be: , (iA) in the case of Taxes that are either other than property Taxes determined under the closing of the books method and (xB) in the case of property Taxes imposed on a periodic basis with respect to the assets of the Company or the Subsidiary, 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 with respect to such periods under the relevant Tax law) (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 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). In the case of any Tax based upon or related measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to income be allocated under this Section 4.19(b) shall be computed by reference to the level of such items on the Closing Date. (c) With respect to any Tax for which indemnification is provided under this Section 4.19, the amount of any such indemnity payment shall be net of (i) any amounts recovered by the Buyer Tax Indemnitee pursuant to any indemnification by or receipts, indemnification or (y) imposed in connection other agreement with any sale third party, (ii) any insurance proceeds or other transfer cash receipts or assignment sources of property reimbursement received as an offset against such Tax Loss, (real or personal, tangible or intangible), deemed iii) an amount equal to the Tax benefit, if any, actually realized by the Buyer Tax Indemnitee attributable to such Tax Loss and (iv) any specific liabilities, accruals or reserves for such Tax on the Final Net Working Capital Statement (or overstatement of liabilities in respect of actual liability) of the Company and its Subsidiaries. In computing the amount of any such Tax benefit, the Buyer Tax Indemnitee shall be deemed to actually realize a Tax benefit to the extent the amount of any net cash Tax payments made by the Buyer Tax Indemnitee is reduced below the amount the Buyer Tax Indemnitee would have been required to pay but for the incurrence of such Tax Loss and indemnification. The parties hereto agree to treat any Tax Loss indemnity payment as an adjustment to the Purchase Price or as a capital contribution, except as otherwise required by applicable Law. The Buyer Tax Indemnitee shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Tax Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Tax Loss. (d) Notwithstanding any provision in this Agreement to the contrary, Seller shall not be liable to indemnify any Buyer Tax Indemnitee for Tax Losses pursuant to this Section 4.19 for any claim (or series of related claims) in an amount of less than $2,000, unless and until the aggregate amount of all such Tax Losses of less than $2,000 exceeds $30,000, at which would bepoint Buyer Tax Indemnitees shall be entitled to seek indemnification for any amount by which such Tax Losses of less than $2,000 exceed $30,000.

Tax Indemnity. 11.1.1 Subject to, and limited by, the provisions set forth in this Section 11, the Sellers shall indemnify the Purchaser, or upon the Purchaser’s request the Company, from and against (i) all due Taxes to be paid by the Company relating to the Seller Periods (or for Taxes which would be due and payable by the Company but for the use or set-off of a Purchaser’s Tax Relief) (“Indemnifiable Taxes”). In the case of any Straddle Period, the amount of Taxes to be allocated to the Seller Period shall be determined in accordance with the following “as-if assessment” and shall be equal to (a) Notwithstanding any other provisions of this Agreement, from, and after the amount that would be payable if the Tax assessment period ended on the Targeted Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: 24:00 hours (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"CET), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).or (b) Notwithstanding any other provisions if an allocation pursuant to (a) above is not possible, the amount of this Agreement to Taxes for the contrary, from entire period multiplied by a fraction in which the numerator is the number of days in the portion of the taxable period that falls within the Seller Period and after the Closing Date, DPII denominator is the number of days in the entire taxable period. 11.1.2 The Sellers shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against grant the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, Tax indemnification pursuant to Section 9.8(c), 11.1.1 above subject to the portion following limitations: (a) No indemnity is owed if and to the extent Taxes are the result of (a) any reorganization initiated by Purchaser or its Affiliates after the Targeted Closing Date with retroactive effect (Section 2 Reorganization Tax Act (Umwandlungssteuergesetz)) as of a date within the Seller Period, or (b) the amendment of any Straddle Tax Return relating to the Seller Period beginning initiated by Purchaser or its Affiliates after the Targeted Closing Date Date; sentence 1 of this Section 11.1.2(a) shall not apply if and (ii) Taxes imposed on or attributable to the Companyextent the relevant act was legally required under mandatory law; (b) The Sellers shall not be responsible for any Tax liabilities if and to the extent the amount of the respective Taxes could be recovered from a third party. To the extent the Sellers have fully paid the indemnifiable amounts under this Agreement, or the Purchaser will upon request assign any claims for which recovery from any third party other than an Affiliate of the Company may otherwise be liable, for any taxable period that begins after or the Closing Date.Purchaser to the Sellers; (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, If and to the extent permitted under applicable lawthe Purchaser or the Company or any of the Purchaser’s Affiliates are entitled to or could receive any benefits by refund, elect with set-off or reduction of Taxes after the relevant Taxing Authority to treat, for all purposes, the Targeted Closing Date as the last day direct result of the taxable year circumstances which triggered the claim for indemnification of Taxes under Section 11.1.1 (e.g. due to the lengthening of any amortization or period depreciation periods, higher amortization/depreciation allowances, a step-up in Tax basis of assets, the Companynon-recognition of generally tax deductible liabilities or provisions), and such Interim Period then the corresponding benefit shall reduce the indemnifiable amount. 11.1.3 Any indemnification payments under this Section 11.1 by the Sellers shall be treated as a short taxable year and a Pre-Closing Period for purposes made at the later of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) thirty (30) Business Days after the date at which the Joint Representative has been notified in writing by the case Purchaser about the payment obligation and has been provided with a copy of Taxes that are either the relevant Tax assessment notice (xSteuerbescheid) based upon or related to income or receiptsother payment notice, or (yii) imposed five (5) Business Days before the Tax falls due. If an Indemnifiable Tax is appealed and to the extent that the Taxing Authority has granted a payment relief (in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangibleparticular Aussetzung der Vollziehung), deemed equal the payment of such Tax (including, for the avoidance of doubt, statutory interest thereon) to the Taxing Authority shall be considered due no earlier than five (5) Business Days prior to the new due date determined by either the Taxing Authority or a court of competent jurisdiction. 11.1.4 If an Indemnifiable Tax is reduced after an indemnification payment has been made, the difference between the higher indemnification payment and the lower Tax amount shall be reimbursed by the Purchaser to the Sellers, including all statutory interest related thereto; any respective payment to the Sellers shall be due within fifteen (15) Business Days after the date at which would bethe Company has received the respective amount from the Taxing Authorities (including by way of set-off or credit against any liability).

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementSeller hereby agrees to protect, fromdefend, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPIIharmless Buyer, the Company Tejas Companies and their respective officers, directors, Affiliates and assigns from and against against, and agrees to pay, all Taxes (other than Taxes which have been paid by or on behalf of the following amounts: Tejas Companies prior to Closing), together with any costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys' and accountants' fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes ("Tax Losses"), (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of a claim, notice of deficiency, or assessment by, or any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before obligation owing to, any Taxing Authority for any Taxes of the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or Tejas Companies attributable to the Company which are allocable, pursuant to Section 9.8(c), to the any period or portion of such Straddle Period thereof ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as (the "Pre-Closing PeriodsDate Period"); , (ii) resulting from any breach of any representation, covenant or agreement of Seller under this Article 11 or (iii) Taxes imposed on or incurred by any of the Tejas Companies by reason of the several liability of any of the Tejas Companies pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year group on or period beginning before prior to the Closing Date; (iv) Taxes required to . Seller's liability under this paragraph shall be paid or reimbursed reduced by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed amount of any current liability accrual for Taxes, if any, reflected on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IXEffective Time Balance Sheet. Seller shall not, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharinghowever, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall not indemnify Axys and its officers, directors, Affiliates and assigns Buyer against any liability for Taxes resulting from and against transactions or actions by Buyer or any of the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins Tejas Companies after the Closing Date. (cb) In order Buyer agrees to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Periodprotect, the parties hereto shalldefend, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for indemnify and hold harmless Seller and all purposes, the Closing Date as the last day of the taxable year or period of the CompanySeller Affiliates from and against, and such Interim Period shall be treated agrees to pay all Tax Losses imposed as a short taxable year and a Pre-Closing Period for purposes result of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) a claim, notice of deficiency, or assessment by, or any obligation owing to, any Taxing Authority for any Taxes of the Tejas Companies attributable to any period beginning after the Closing Date; or (ii) any breach of any representation, covenant or agreement of Buyer under this Article 11. (c) If a claim (an "Indemnified Tax Claim") is made by any Taxing Authority that, if successful, would result in the case indemnification of Taxes that are either a party under this Agreement (xreferred to herein as the "Tax Indemnified Party"), the Tax Indemnified Party will promptly, but in no event later than thirty (30) based upon days after receipt of notice from the Taxing Authority of such claim, notify the party obligated under this Agreement to so indemnify (referred to herein as the "Tax Indemnifying Party") in writing of such fact. (d) The Tax Indemnifying Party shall have the right, at its sole cost, to control the defense, prosecution, settlement or related to income or receiptscompromise of the Tax Indemnified Claim, or (y) imposed and the Tax Indemnified Party shall take such action in connection with contesting a Tax Indemnified Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney, provided that the Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses that the Tax Indemnified Party incurs in connection with contesting such claim, including, without limitation, reasonable attorneys' and accountants' fees and disbursements. The Tax Indemnified Party shall not make any sale payment of such claim for at least thirty (30) days (or such shorter period as may be required by applicable Law) after the giving of the notice required by Section 11.8(c), shall give to the Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such claim. (e) Subject to the provisions of Section 11.8(d), the Tax Indemnified Party shall enter into a settlement of such contest with the applicable Taxing Authority or prosecute such contest to a determination in a court or other transfer tribunal of initial or assignment of property appellate jurisdiction, all as the Tax Indemnifying Party may reasonably request. (real or personal, tangible or intangible), deemed equal f) Promptly after a final determination the Tax Indemnifying Party shall pay to the Tax Indemnified Party the amount of any Taxes to which would bethe Tax Indemnified Party may become entitled by reason of the provisions of this Article 11.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, The CIH Vendors jointly and after the Closing Date, Axys shall be liable to, and shall severally indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Purchaser from and against the following amounts: against: (i) Taxes imposed on or attributable to all Taxes, and any related Losses, of the Company Post-Completion Group that are payable with respect to taxable years any Tax period or periods ending portion of a Tax period that ends on or before the Closing Date (Completion Date, including, without limitation, any income taxes arising as a result in the case of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning Tax period that begins before the Closing Date and ending ends after the Closing Date (a "Straddle Period")Completion Date, Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period period ending at the closing of business on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Completion Date; and (ivii) Taxes required to be paid or reimbursed any and all Losses incurred by Axys under Section 9.8(d) (the Indemnified Parties to the extent that such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII Losses arise out of, or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or are otherwise related to, a breach of the covenants contained CIH Tax Warranty whether such Losses arise out of, or are otherwise related to, direct Claims, third party Claims, or otherwise; in this Article IXeach case, without duplication; excluding any such Taxes and related Losses relating to the Excluded Tax Matters (vi) and, for the avoidance of doubt, to the extent that Purchaser incurs any Taxes or other payments required Losses with respect to be made after the date hereof by Excluded Tax Matters, then Purchaser may not recover such Taxes or Losses under the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date Indemnity). (whether oral or writtenTax Indemnity). (b) Notwithstanding any other provisions of this Agreement to the contrary, from The Parties acknowledge and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: agree that: (i) Taxes imposed on or attributable clauses 11.9, 11.10, 11.11, 11.12, 12.1, 12.4, and 12.5 do not apply to the Tax Indemnity; (ii) if the Purchaser makes a Claim under the Tax Indemnity, the Purchaser will attempt to satisfy such Claim, in the first instance, by recourse to the Pledged Property held by the Escrow Agent in accordance with the Pledged Property Escrow Agreement; and (iii) the Purchaser may file Tax Returns, change the Tax accounting or Tax elections for a Post-Completion Group Company which are allocable(but only to the extent required by Law), pursuant or adjust any intercompany item (but only to Section 9.8(cthe extent required by Law), in each case for any post-Completion period, without limiting the Purchaser’s rights and remedies arising under this clause 11.7 (and, for the avoidance of doubt, to the portion of extent that Purchaser incurs any Straddle Period beginning after Taxes or Losses with respect to any such changes or adjustments that are not required by Law, then Purchaser may not recover such Taxes or Losses under the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing DateTax Indemnity). (c) In order to apportion appropriately Without limiting any Taxes relating to any taxable year of Purchaser’s rights or period that includes an Interim Periodremedies arising under this Agreement (including clause 11.7(a)), the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for Purchaser will prepare and file all purposes, the Closing Date as the last day Tax Returns of the taxable year or period of Post-Completion Group due after the Company, Completion Date and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company pay all Taxes owed with respect to Taxes that are payable with respect to an Interim Period, the portion of any such those Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beReturns.

Tax Indemnity. (a) Notwithstanding any other provisions of this provision to the contrary contained in that certain tax sharing agreement, entered into between ANC and AutoNation, dated June 30, 2000 (the "Tax Sharing Agreement"), from, AutoNation agrees to indemnify ANC for any and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: all (i) Taxes imposed on or attributable to federal income taxes (including penalties and interest) asserted by the Company IRS against any ANC entity with respect to taxable years any period during which such ANC entity was a member of the AutoNation consolidated group for such tax purposes, and (ii) state and local income taxes (including penalties and interest) asserted by any state or local taxing authority against any ANC entity with respect to any period during which such ANC entity was a member of a consolidated or combined group with AutoNation for such tax purposes, but only to the extent that such amounts arise as a result of correlative adjustments to a state or local income tax return in connection with any adjustments asserted by the IRS to any federal income tax return with respect to which AutoNation provides an indemnity pursuant to clause (i) of this sentence. ANC shall have no payment or other indemnification obligation to AutoNation for any such taxes. ANC, or any successor, shall provide AutoNation with prompt access to all records, personnel and information reasonably requested by AutoNation in connection with the foregoing tax matters. ANC shall provide such cooperation as is reasonably requested by AutoNation in connection with preparing any such tax returns or contesting any audit or other proceeding with respect to periods ending on or before or including the Closing Date date of Spin-off, and shall retain all tax records relating to such periods until 90 days after the expiration of all applicable statutes of limitation (includingincluding any applicable extension thereof). AutoNation shall be relieved of its indemnification obligations under this paragraph to the extent that AutoNation is materially prejudiced by any failure of ANC, without limitationor any successors, to comply with its obligations under the preceding two sentences. ANC further acknowledges that AutoNation shall have the sole right to prepare and file any tax return and to respond to, control, settle and resolve any contests with applicable taxing authorities in connection with the tax matters described in this paragraph. With respect to any AutoNation federal income taxes arising tax period ending on or before or including the date of the Spin-off, if, as a result of AutoNation (a) filing (or causing to be filed) any Section 338(h)(10) Election); (ii) amended income tax return with respect to taxable years any such tax period, or (b) agreeing to or having imposed on it any resolution of an issue raised in any tax audit or other proceeding with respect to any such tax period, the tax position of ANC in income tax periods beginning before following the Closing Date and ending after the Closing Date Spin-off is adversely affected (a an "Straddle PeriodAutoNation Adverse Tax Position"), Taxes imposed on then AutoNation shall indemnify ANC for any federal, state or attributable to local income taxes actually paid by ANC resulting from AutoNation's Adverse Tax Position. For purposes of the Company which are allocablepreceding sentence, pursuant to Section 9.8(cif the resolution of the AutoNation Adverse Tax Position results in a decrease in any ANC tax attribute (e.g., a net operating loss carryforward), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis then AutoNation shall indemnify ANC for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been taxes paid by Axys)ANC which ANC would not otherwise actually have had to pay if an AutoNation Adverse Tax Position had not occurred; (v) Taxes imposed on the DPII or the Company provided, however, a decrease in any ANC tax attribute as a result of an inaccuracy ANC's actions required in the first sentence of Section 4 below shall be excluded. With respect to any AutoNation federal income tax period ending on or breach before or including the date of the representations and warranties set forth in Section 3.24 Spin-off, if, as a result of AutoNation (a) filing (or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required causing to be made after the date hereof by the Company filed) any amended income tax return with respect to any Person under any Tax sharingsuch tax period, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement agreeing to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes or having imposed on it any resolution of an issue raised in any tax audit or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company other proceeding with respect to Taxes that are payable with respect to an Interim Periodany such tax period, the portion tax position of ANC in income tax periods following the Spin-off is benefited (an "AutoNation Beneficial Tax Position"), then ANC shall indemnify AutoNation for any such actual reduction in ANC's federal, state or local income taxes resulting from AutoNation's Beneficial Tax that is allocable Position. For purposes of the preceding sentence, if the resolution of the AutoNation Beneficial Tax Position results in an increase in any ANC tax attribute (e.g., a net operating loss carryforward), then ANC shall indemnify AutoNation for any actual reduction in ANC's taxes which ANC would otherwise actually have had to the Interim Period shall be: (i) pay if an AutoNation Beneficial Tax Position had not occurred; provided, however, a decrease in any ANC tax attribute as a result of ANC's actions required in the case first sentence of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beSection 4 below shall be excluded.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, The Warrantors indemnify the Purchaser and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to head company of any tax consolidated group of which the Company with respect to taxable years or periods ending on or before the Closing Date (includingis a member after Completion for any Tax Liability incurred, without limitation, any income taxes arising as a result of, or in respect of, or by reference to any of the following: (i) (pre–Completion events) any Section 338(h)(10event (including a supply) Election); occurring, or deemed under any Tax Law to occur, in relation to the activities of the Company on or before Completion; (ii) with respect (income) any income, profits or gains (including capital gains) earned, derived, accrued or received or deemed under any Tax Law to taxable years have been earned, derived accrued or periods beginning before received in relation to the Closing Date and ending after activities of the Closing Date (a "Straddle Period"), Taxes imposed Company on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); before Completion; (iii) Taxes imposed on any member (deductions) the disallowance under Tax Law of any affiliated group with which Axys and/or an expense, loss or outgoing incurred in relation to the activities of the Company file on or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; Completion; (iv) Taxes (withholdings) any withholding required to be paid made or reimbursed by Axys any notice required to be given under Section 9.8(d) (any Tax Law in relation to the extent such Taxes have not been paid by Axys); activities of the Company on or before Completion; (v) Taxes imposed on (credits) the DPII disallowance of a Tax credit or rebate of Tax under any Tax Law relating to a matter referred to in any of clauses 11(a)(i) to 11(a)(iv) (inclusive); (vi) (rollovers) an asset of the Company having been on or before Completion the subject of a claim for rollover relief under any Tax Law; (vii) (tax relief) any Tax Liability for which the Company may have obtained relief under any Tax Law (whether by way of deferral of capital gains tax or otherwise and including, stamp duty corporate reconstruction relief) which has or will become payable as a result of an inaccuracy entry into this agreement or breach as a consequence of the representations and warranties set forth exercising any rights or performing any obligations under this agreement (including any rights obligations or matters relating to Completion); (viii) (transaction tax) any Tax Liability in Section 3.24 respect of any agreement, deed, other document or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes transaction entered into on or other payments required before Completion to be made after the date hereof by which the Company is or has been a party or by which the Company derives, has derived or will derive a substantial benefit; (ix) (GST) any supply, transaction, acquisition or importation which has been made or deemed to have been made or attributed to the Company at any Person under time on or before Completion; and (x) (GST group liabilities) any Tax sharingliability incurred by a Company, indemnity as a member or allocation agreement entered into representative of a GST group, of which the Company was a member at any time before the Closing Date (whether oral or written)Completion. (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall The Vendors will not be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against a Tax Subject Claim to the following amounts: extent that the Tax Subject Claim: (i) Taxes imposed on or attributable relates to a Tax Liability for which adequate provision has been made in the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and Accounts; (ii) Taxes imposed arises from any action or omission by the Vendors in accordance with the terms of this agreement, or the prior written approval, consent or agreement of the Purchaser; (iii) arises out of or in respect of an increase in the rate of Tax after the date of this agreement; (iv) arises out of a change in Tax Law after the date of this agreement, including a change in Tax Law which takes effect retrospectively (except where the change in Tax Law was publicly announced as at the date of this agreement); or (v) arises from any election or choice made by the Company in relation to Tax, on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing DateCompletion. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim PeriodFor the avoidance of doubt, the parties hereto shall, Purchaser is entitled to the extent permitted bring a Tax Subject Claim either on an indemnity basis under applicable law, elect with the relevant Taxing Authority to treat, this clause 11 or on a contractual basis for all purposes, the Closing Date as the last day a breach of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receiptsWarranty, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personalboth, tangible or intangible), deemed equal to provided that the amount which would bePurchaser may not recover more than its aggregate Liabilities.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and The Seller shall indemnify each Purchaser Indemnitee against and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns it harmless from and against the following amountsany Loss with respect to: (i) Taxes imposed on any Transferred Subsidiary or on any Transferred Asset with respect to a taxable period ending on or before the Closing Date, treating transactions that are not in the ordinary course of business and that are properly allocable to the portion of the Closing Date after the Closing as having occurred at the beginning of the day immediately following Closing Date; (ii) Taxes imposed on any Transferred Subsidiary or on any Transferred Asset allocated as provided in Section 7.03 to the portion of a Straddle Period ending on the Closing Date; (iii) Taxes that are Excluded Liabilities; (iv) Taxes attributable to the Company failure of any of the representations or warranties made by the Seller contained in Section 4.12 (Taxes) to be true and correct in all respects at and as of the date hereof and at and as of the Closing Date as if made on such date (without giving effect to any materiality or Seller’s Knowledge qualification contained or incorporated in any representation or warranty); provided, that with respect to any representations or warranties contained in Section 4.12 (other than Section 4.12(k) and Section 4.12(l)) such Taxes shall be limited to any Taxes with respect to a taxable years or periods period ending on or before the Closing Date and that portion of a Straddle Period ending with the Closing Date; (v) Taxes attributable to any breach by the Seller, or any of its Affiliates (including, without limitationprior to the Closing, the Transferred Subsidiaries), of its obligations under this Agreement with respect to Taxes; (vi) Taxes imposed on any income taxes arising as a result members of any Tax Group of which a Transferred Subsidiary is or was a member prior to the Closing Date (and, with respect to the Seller’s VAT Group, on or after the Closing Date if a Transferred Subsidiary has not been removed from the Seller’s VAT Group as of the Closing Date) payable by or recoverable from any Transferred Subsidiary or in respect of the Transferred Assets (including under U.S. Treasury Regulations Section 338(h)(10) Election1.1502-6 or any analogous or similar state, local or non-U.S. law or regulation); (iivii) with respect to Taxes imposed on another Person for any taxable years period (or periods beginning portion thereof) ending on or before the Closing Date and payable by or recoverable from any of the Transferred Subsidiaries or in respect of the Transferred Assets by reason of Contract, assumption, transferee or successor liability, operation of law or otherwise (plus any such Taxes for any taxable period (or portion thereof) ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c)any Tax indemnification, allocation or sharing agreement, VAT grouping arrangement or group payment arrangement in respect of Tax that was in effect prior to the portion Closing that has not been terminated as of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"Date); (iiiviii) Taxes imposed on attributable to any member election under section 338(h)(10) of any affiliated group the Code with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (respect to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplicationU.S. Transferred Subsidiary; and (viix) Transfer Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement allocated to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, Seller pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date7.09. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after After the Closing Date, Axys shall be liable to, and the Company shall indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Buyer from and against the following amounts: and shall be responsible for any and all Damages incurred as a result of or arising out of (i) any and all liability for Taxes imposed on or attributable to the Company with respect to any taxable years period of the Group or any of the DM Entities for all taxable periods ending on or before the Closing Date (includingnot including any liability for Taxes in American Samoa arising out of Buyer’s substantial discontinuance of the business of SK Samoa from and after the Closing Date) and, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to any taxable years period that begins on or periods beginning before the Closing Date and ending ends after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to for the portion of such Straddle Period thereof ending on the Closing Date (an "Interim Period") (Interim Periods and for the avoidance of doubt, including any taxable years Taxes of the Buyer or periods that end any of its direct or indirect subsidiaries resulting from any Subpart F income recognized on or prior to the Closing Date being referred Date), except to collectively hereinafter as "Pre-Closing Periods")the extent such Taxes were included in Working Capital and reduced the amount of the Aggregate Payment; (iiiii) any and all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a any other person (other than the DM Entities) which is or has ever been affiliated with the Company or with whom the Company or any of the DM Entities otherwise joins or has joined in filing any consolidated, combined combined, unitary or unitary basis for any taxable year or period beginning before aggregate Tax Return, prior to the Closing Date; (iviii) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other any payments required to be made after the date hereof by the Company to any Person Closing Date under any Tax sharing, indemnity Tax indemnity, Tax allocation or allocation agreement entered into before the Closing Date similar contracts (whether oral or not written). (b) Notwithstanding to which the Company or any other provisions of this Agreement the DM Entities was obligated, or was a party, on or prior to the contrary, from and after the Closing Date; (d) any and all liabilities for Taxes arising from the Merger; and (e) any and all liabilities for Taxes resulting from the Section 338(h)(10) Election (defined below). The Company shall pay such amounts as it is obligated to pay to the Buyer under the preceding sentence within 15 days after payment of any applicable Tax liability by the Buyer or the applicable DM Entity. The provisions of Section 7.5(d) through (j) shall apply with respect to indemnification under this Section 4.4(c). After the Closing, DPII the Buyer shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable pay to the Company which are allocable, pursuant to Section 9.8(c), to the portion any amounts received by Marine Trading in respect of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date U.S. Federal Tax refunds as the last day a result of the taxable year or period Marine Trading being a part of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such ’s consolidated Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beReturns.

Tax Indemnity. 6.1 The Sellers shall be obliged, upon request of the Buyer, to fully hold harmless and indemnify the Buyer, and/or at the Buyers’ sole discretion the Acquired Companies, from and against any and all Taxes relating to the Acquired Companies for periods ending on or prior to the Completion Date, by paying an amount equal to such Taxes (ain each case increased by any amount necessary to ensure that, after Taxation of the payment, the Buyer is left with the same amount it would have had if the payment was not subject to Taxation) Notwithstanding any other provisions to the Buyer, or at the Buyer’s sole discretion, to the respective Acquired Companies, if and to the extent that such Taxes have not been fully paid on or prior to the Completion Date (each claim a “Tax Indemnification Claim”). No Tax Indemnification Claim shall exist, however, to the extent that a liability in respect of such Taxation has been specifically provided for in Collected Financial Statements or the Completion Date Liabilities by the respective Acquired Company. Taxes relating to periods ending on or prior to the Completion Date within the meaning of this Agreement, from, and Clause shall include any Tax liability arising from open or hidden profit distributions that have been made or committed prior to the Completion Date. 6.2 The Tax Indemnification Claim pursuant to Clause 6.1 shall become due for payment within thirty (30) days after the Closing Buyer’s written request for payment (the “Tax Indemnification Notice”) but not before payment of the respective Taxes has become due. 6.3 As far as an Acquired Company, as a result of an adjustment or payment giving rise to the Taxes that are associated with a Tax Indemnification Claim, is, within a period of three (3) years from the Completion Date, Axys entitled to any benefits by refund, set-off or a reduction of Taxes in periods after the Completion Date, including without limitation benefits resulting from the lengthening of any amortization or depreciation period, a step-up in the Tax basis of assets or the non-recognition of liabilities or provisions (herein collectively “Tax Benefits”), these Tax Benefits shall reduce the Tax Indemnification Claim in the amount of the net present value of the Tax Benefits (the “Tax Reduction”). The net present value shall be liable tocalculated on the basis of (i) the Tax rates applicable (or expected to be applicable) in the year for which the respective Tax Benefit may arise; and (ii) a discount factor of ten percent (10%) p.a. (determined based on the due date of the Tax Indemnification Claim). For the avoidance of doubt, a Tax Reduction will only be considered if the potential Tax Benefit actually results in a cash Tax Benefit for the Acquired Companies. 6.4 Upon the Sellers’ request, the Buyer shall permit the Sellers to fully cooperate, and shall indemnify cause the representatives of the Buyer and hold harmlessthe Acquired Companies to fully cooperate with the Sellers, DPII, in connection with all Tax matters relating to each of the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable Acquired Companies relating to the Company with respect to taxable years or periods any period ending on or before the Closing Date (includingCompletion Date, without limitationincluding the preparation and filing of any Tax Return or the conducting of any tax audit, investigation, dispute or appeal with the respective Tax authorities. The cooperation between the Buyer and the Sellers shall include, upon the request and in the discretion of the Sellers, the providing and making available of all books, records and information, and the assistance of all officers and employees of the Acquired Companies, in each case to the extent necessary or useful in connection with such Tax matters. 6.5 If, after Completion, any income taxes arising as Taxation Authority informs the Buyer or any of the Acquired Companies of a result proposed audit, assessment, dispute or other circumstance relating to any Tax with respect to which a Tax Indemnification Claim may arise, the Buyer shall notify the Sellers in writing of such matter within ten (10) Business Days after it becomes aware of that matter or circumstance. The Buyer shall provide to the Sellers without undue delay any available evidence reasonably required to determine any possible Tax Indemnification Claim. The Buyer agrees, and shall cause the relevant Acquired Companies, (i) to give the Sellers the opportunity to participate in any material audits, disputes, administrative, judicial or other proceedings related to any with respect to which the Sellers may become subject to a Tax Indemnification Claim; (ii) to comply with any reasonable instructions given by the Sellers in relation to such proceedings at costs of the Sellers; and (iii) to reasonably challenge and litigate any Tax assessment or other decision of any Section 338(h)(10Tax authority related to such Tax at costs of the Sellers; it being understood that “reasonable” in the meaning of (ii) Election)or (iii) above shall mean reasonably taking into account the legitimate interests of the Buyer and any Acquired Company. The Buyer shall not have a Tax Indemnification Claim if and to the extent that the Buyer has failed to comply with its obligations under this Clause 6.5 and such failure has caused the Tax Indemnification-Claim. 6.6 The Sellers’ liability for any Tax Indemnification Claim shall be pro rata to their Ownership Percentage; provided however that the maximum aggregate liability of each Seller in respect of any Tax Indemnification Claim shall in no event exceed, (i) with respect to Emmis, the Emmis Purchase Price, and (ii) with respect to taxable years or periods beginning before Xxxxxxxxx, the Closing Date and ending after Babitzova Purchase Price. 6.7 The liability of the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member Sellers in respect of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII Indemnification Claim shall be liable for and shall indemnify Axys and its officerstime-barred as of 31 December 2018, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date24:00 hours. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, From and after the Closing Date, Axys shall be liable to, the Sellers (jointly and severally) shall indemnify the Buyer Indemnified Parties against and hold harmless, DPIIthem harmless from any and all Losses (collectively, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: “Tax Losses”) arising out of: (i) Taxes imposed on of the Companies or attributable to the Company their respective Subsidiaries with respect to taxable years all Pre-Closing Tax Periods, other than Sales and Use Taxes indemnified by the Buyer, the Companies and any Subsidiary of the Companies under Section 8.4(b)(iii); (ii) Taxes related to or periods ending imposed on the MSG Business, the MLS Business or before the Transferred Assets with respect to all Pre-Closing Date Tax Periods, other than Sales and Use Taxes indemnified by the Buyer, the Companies and any Subsidiary of the Companies under Section 8.4(b)(iii); (includingiii) Taxes (including any interest or penalties) or other payments of any Person (other than the Companies or their respective Subsidiaries) under Treasury Regulation section 1.1502-6 (or any similar provision of state, without limitationlocal or foreign law) as a transferee or successor, any income taxes arising by contract or otherwise; (iv) Taxes of the Companies or their respective Subsidiaries imposed as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after intercompany transactions effectuated by the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end Sellers on or prior to the Closing Date being referred Closing; (v) Taxes of the Companies or their respective Subsidiaries for amounts included in income under Section 951(a) of the Code that relate to collectively hereinafter as "Prethe pre-Closing Periods"portion of the Straddle Period; and (vi) enforcing the indemnification provided for in this Section 8.4(a); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (except to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on Losses relate to an unsuccessful legal action brought to enforce the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained indemnification provided for in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or writtenSection 8.4(a). (b) Notwithstanding any other provisions of this Agreement to the contrary, from From and after the Closing Date, DPII shall be liable for the Buyer, the Companies and any Subsidiary of the Companies (jointly and severally) shall indemnify Axys the Seller Indemnified Parties against and its officershold them harmless from any and all Tax Losses, directorsother than with respect to Taxes described above in Section 8.4(a) and the Sellers’ 50% share of Taxes described in Section 6.10(b), Affiliates and assigns from and against the following amounts: arising out of: (i) Taxes imposed on or attributable of the Companies and their respective Subsidiaries with respect to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the all Post-Closing Date and Tax Periods; (ii) Taxes related to or imposed on the MSG Business, the MLS Business or attributable the Transferred Assets with respect to all Post-Closing Tax Periods; (iii) (x) the first $2,500,000 of any Sales and Use Taxes (A) of the Companies and their respective Subsidiaries with respect to all Pre-Closing Tax Periods and (B) of the Sellers or any of their Affiliates related or imposed on the MSG Business, the MLS Business or the Transferred Assets with respect to all Pre-Closing Tax Periods and (y) thereafter, 35% of any additional such Sales and Use Taxes; provided that the maximum aggregate amount of indemnifiable Sales and Use Taxes that may be recovered from the Buyer, the Companies and any Subsidiary of the Companies pursuant to Section 8.4(b)(iii) shall be $3,500,000; (iv) Taxes of the Companies or their respective Subsidiaries imposed as a result of any actions taken by the Buyer on the Closing Date not in the Ordinary Course; and (v) enforcing the indemnification provided for in this Section 8.4(b), except to the Company, or extent such Losses relate to an unsuccessful legal action brought to enforce the indemnification provided for which the Company may otherwise be liable, for any taxable period that begins after the Closing Datein this Section 8.4(b). (c) All indemnification payments for Tax Losses made pursuant to this Section 8.4, and for Losses made pursuant to Section 8.2 and Section 8.3, shall be made on an after-tax basis. Accordingly, in determining the amount of any indemnification payment for a Tax Loss or Loss suffered or incurred by an Indemnified Party hereunder, the amount of such payment shall be increased or decreased to take into account any additional net Tax cost or benefit actually incurred and that would not have otherwise been incurred by the Indemnified Party arising from the receipt of indemnification payments hereunder (“Tax Cost/Benefit”) within three years of the time of payment of such Tax Loss or Loss. In order computing the amount of any such Tax Cost/Benefit, the Indemnified Party shall be deemed to apportion appropriately recognize all other items of income, gain, loss, deduction or credit before recognizing any Taxes relating to item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Tax Loss or Loss; provided, that if a Tax Cost/Benefit is not realized in the taxable year period during which an Indemnifying Party makes an indemnification payment or period that includes an Interim Periodthe Indemnified Party incurs or pays any Tax Loss or Loss, the parties hereto shallshall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax Cost/Benefit realized by the parties hereto in each such subsequent taxable period. For the avoidance of doubt, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the if an indemnification payment is taxable year or period of the Company, and such Interim Period shall be treated as replaces a short payment that would have been taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit had the Company to treat received the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Periodpayment, the portion of any such there is no Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beCost/Benefit.

Tax Indemnity. (a) Notwithstanding any other Subject to the provisions of set forth in this Agreement, from, from and after the Closing DateClosing, Axys shall be liable to, Seller agrees to indemnify Buyer and shall indemnify and hold harmless, DPII, the Company and their respective its officers, directors, employees, agents Representatives and Affiliates (including, after the Closing, the Sold Companies) and assigns from and hold each of them harmless against the following amounts: (i) any Taxes imposed on of Seller, (ii) any Taxes of the Sold Companies or attributable to the Company with respect to the Purchased Assets for all taxable years or periods ending on or before the Closing Date (includingand, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to any taxable years or periods beginning period that begins before the Closing Date and ending ends after the Closing Date (a "“Straddle Period"”), any Taxes imposed on or attributable to the Company which are allocable, allocable (pursuant to Section 9.8(c5.6(g), ) to the portion of such a Straddle Period ending on the Closing Date (in each case to the extent not otherwise included in the calculation of Closing Date Net Working Capital, as determined pursuant to Section 2.10), (iii) payments under any Tax allocation, sharing or similar agreement, other than pursuant to this Agreement, to which Seller, the Business, the Sold Companies or the Purchased Assets is subject, in each case, entered into prior to the Closing Date, (iv) Seller’s share of the Transfer Taxes, if any, as set forth in Section 5.17(b), and (v) any and all Taxes of any member of an "Interim Period"affiliated, consolidated, combined, or unitary group of which any of the Sold Companies (or any predecessor of any of the foregoing) (Interim Periods and any taxable years is or periods that end was a member on or prior to the Closing Date being referred Date, pursuant to collectively hereinafter as "PreTreasury Regulations Section 1.1502-Closing Periods"); 6 or any analogous or similar state, local, or non-U.S. law or regulation. Notwithstanding anything herein to the contrary, the Tax indemnity provided under this Section 5.6(a) shall not cover Tax Liabilities (iiiI) Taxes imposed on resulting from any member transaction engaged in, by, or with a Sold Company outside the ordinary course of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before business that occurs after the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date or (whether oral II) resulting from any action taken after the Closing on the Closing Date by Buyer, any of its Affiliates, or written)any transferee of Buyer or its Affiliates that is outside the ordinary course of business. (b) Subject to the provisions set forth in this Agreement, from and after the Closing, Buyer agrees to indemnify Seller and its respective officers, directors, employees, agents, Representatives and Affiliates and hold each of them harmless against all Designated Taxes of the Sold Companies or with respect to the Purchased Assets (i) properly allocable to a Tax period or portion thereof beginning after the Closing Date, (ii) Buyer’s share of the Transfer Taxes, if any, as set forth in Section 5.17(b), and (iii) that are incurred by reason of Buyer’s failure to perform any covenant or other agreement of Buyer contained in Section 5.5, this Section 5.6, Section 5.7 or Section 5.8 hereof. (c) Payment by the Indemnifying Party of any amount due under this Section 5.6 shall be made within ten (10) Business Days following written notice by the Indemnified Party that payment of such amounts to the appropriate Taxing Authority is due; provided that the Indemnifying Party shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Taxing Authority. In the case of a Tax that is contested in accordance with the provisions of Section 5.7 below, payment of the Tax to the appropriate Taxing Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Taxing Authority or court. (d) The parties agree that any indemnification payment made pursuant to this Section 5.6 shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (e) Notwithstanding any other provisions of provision in this Agreement to the contrary, from the obligations of a party to indemnify and after hold harmless another party pursuant to this Section 5.6 shall terminate at the Closing Dateclose of business on the 30th day following the expiration of the applicable statute of limitations with respect to the Tax Liabilities in question; provided, DPII however, if a party seeking indemnity has made a proper claim for indemnification pursuant to Section 5.6 prior to such termination date, then such claim for such Loss incurred (and only such claim for such Loss incurred), if then unresolved, shall not be extinguished by the passage of the deadlines set forth in this Section 5.6(e). (f) Any disputes between the parties with respect to the Tax matters regarding the Sold Companies in Section 5.5, this Section 5.6 or Section 5.7 shall be liable for resolved by the Accounting Firm, whose fees and expenses shall indemnify Axys and its officersbe shared in accordance with Section 2.10(e). (g) For purposes of Section 5.6(a), directors, Affiliates and assigns from and against the following amounts: (i) real and personal property Taxes imposed (other than Transfer Taxes) for the taxable period that includes the Closing Date shall be prorated between Seller and Buyer, with such Taxes being borne by Seller based on or attributable the ratio of the number of days in the relevant period prior to and including the Closing Date to the Company total number of days in the actual taxable period with respect to which such Taxes are allocableassessed, pursuant to Section 9.8(c), to and being borne by Buyer based on the portion ratio of any Straddle Period beginning the number of days in the relevant period after the Closing Date to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a lien or are assessed; (b) sales and use Tax shall be deemed to accrue as property is purchased, sold, used or transferred; and (iic) all other Taxes imposed shall accrue by way of a closing of books, as though the relevant taxable period had ended on the Closing Date (provided that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a daily basis). Notwithstanding the foregoing, any deductions attributable to Transaction Expenses that have not been reflected on a Seller Tax Return shall, insofar as permissible, be allocated to the taxable period ending on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after before the Closing Date. (ch) In order to apportion appropriately Notwithstanding any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, provision in this Agreement to the extent permitted under applicable lawcontrary, elect with in no event shall the relevant Taxing Authority aggregate amount for which Seller is obligated to treat, for all purposes, indemnify pursuant to Section 5.6(a) exceed the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bePurchase Price.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and The Sellers shall indemnify and hold harmless, DPII, defend the Company Buyers and their Affiliates (including the Sold Companies and the Subsidiaries) and each of their respective officers, directors, Affiliates employees and assigns from agents and hold them harmless against the following amounts: all Losses that any such party may incur or suffer (i) for federal, state, local and foreign income, franchise or similar Taxes imposed on or attributable (including any Loss for Tax of the Sold Companies, Subsidiaries, Venture Entities (but only to the Company with respect extent of the Sellers' direct Liability for Taxes of such Venture Entity, including joint and several Liability) and Separate Assets under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law) ("Income Taxes") and all Taxes other than Income Taxes ("Other Taxes") of the Sold Companies, Subsidiaries, Venture Entities (but only to the extent of the Sellers' direct Liability for Taxes of such Venture Entity, including joint and several Liability) and Separate Assets, in each case for all taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result and the portion of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning the Straddle Period that begins before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending ends on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing PeriodsStraddle Period"); (iii) Taxes imposed on any member provided, that in the case of any affiliated group with U.S. state in which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis Taxes for any taxable year period are based on or measured by income, receipts, or profits earned in any prior taxable period beginning before or portion thereof preceding the Closing Date; , the taxable period for purposes of this Section 5.5(a) shall be deemed to include any such prior taxable period or portion thereof, (ivii) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or for any breach of the Sellers' representations and warranties set forth in Section 3.24 3.11 and, solely as they relate to entity classification for U.S. federal income tax purposes, Sections 3.3 and 3.4, (iii) for federal, state, local and foreign Taxes arising as a result of Torrington's receipt or a breach payment of those amounts in respect of the covenants contained CDO Payment Rights that are payable to IRNJ pursuant to Section 5.17, (iv) arising out of or incident to the imposition, assessment or assertion of any Tax imposed on or as a result of the transactions described in this Article IXthat certain prospectus of IR, without duplication; filed with the Commission on November 2, 2001 (Registration No. 333-71642), (v) arising out of or incidental to the imposition, assessment or assertion of any Tax imposed on or as a result of the Restructuring and (vi) Taxes arising out of or other payments required incident to be made after the date hereof by the Company to any Person under imposition, assessment or assertion of any Tax sharingdescribed in clauses (i), indemnity (ii), (iii), (iv) or allocation agreement entered into before the Closing Date (whether oral or written)v) above. (b) Notwithstanding any other provisions For purposes of Section 5.4 and this Agreement Section 5.5, the portion of such Tax related to the contrary, from and after the a Pre-Closing Date, DPII Straddle Period shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) in the case of any Taxes imposed (including French local business Taxes (taxe professionelle)) other than Taxes arising under Section 179 of the Taxation of Chargeable Gains Act 1992, Taxes arising as a result of the transactions contexxxxxxx under the Restructuring, gross receipts, sales or use taxes, valued-added taxes, employment taxes and any Tax based on or attributable measured by income, receipts or profits earned during a Straddle Period, be deemed to be the Company amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which are allocable, pursuant to Section 9.8(c), to is the portion number of any days in the Pre-Closing Straddle Period beginning after and the Closing Date denominator of which is the number of days in the entire taxable period, and (ii) in the case of any sales or use taxes, valued added taxes, employment taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period (including, without limitation, Taxes arising under Section 179 of the Taxation of Chargeable Gains Act 1992, Taxes arising as a result of the transactions contexxxxxxx under the Restructuring be deemed to be the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. The portion of any credits relating to a Pre-Closing Straddle Period shall be determined as though the relevant taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Sold Companies and the Subsidiaries. (c) Subject to the provisions set forth in this Agreement, the Buyers, the Sold Companies and the Subsidiaries shall indemnify and defend the Sellers and their Affiliates and hold them harmless against (i) any and all Taxes imposed on any of the Sold Companies or attributable the Subsidiaries, which Taxes are not subject to indemnification pursuant to Section 5.5(a), including, but not limited to, any and all Losses for Taxes that may be incurred or suffered by the CompanySellers or their Affiliates (A) resulting from any transaction of any of the Sold Companies or the Subsidiaries occurring on the Closing Date (but not including the Restructuring or any other transaction undertaken by the Sellers on the Closing Date), or for which the Company may otherwise be liable, for (B) with respect to any taxable period that begins after the Closing DateDate and that are imposed on any of the Sold Companies or the Subsidiaries or with respect to the Separate Assets (but excluding, for the avoidance of doubt, any Taxes described in the proviso contained in Section 5.5(a)(i)) or (C) with respect to any portion of a Straddle Period that begins after the Closing Date (but excluding, for the avoidance of doubt, any Taxes described in the proviso contained in Section 5.5(a)(i)) and (ii) any Losses arising out of or incident to the imposition, assessment or assertion of any Tax described in (i). (cd) In order to apportion appropriately Payment by the indemnitor of any Taxes relating to any taxable year or period amount due under this Section 5.5 shall be made within ten days following written notice by the indemnitee that includes an Interim Period, the parties hereto shall, payment of such amounts to the extent permitted under applicable lawappropriate Taxing Authority is due, elect provided that the indemnitor shall not be required to make any payment earlier than two days before it is due to the appropriate Taxing Authority. In the case of a Tax that is contested in accordance with the relevant provisions of Section 5.6 below, payment of the Tax to the appropriate Taxing Authority shall not be considered to treatbe due 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 in this Agreement (other than as specifically set forth in Section 9.1(d)(i)), for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company indemnification with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bebe governed solely by this Section 5.5.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys The Sellers shall be liable to, jointly and severally responsible for and shall indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Buyer Indemnified Parties from and against the following amounts: any and all Losses arising out of, resulting from or otherwise related to (i) Taxes of the Company or any of its Subsidiaries for any Pre-Closing Tax Period, (ii) Taxes imposed on or attributable to the Company with respect or any of its Subsidiaries pursuant to taxable years Treasury Regulation Section 1.1502-6 (or periods ending on any analogous or before the Closing Date (includingsimilar state, without limitationlocal, any income taxes arising or foreign Law) as a result of any Section 338(h)(10of those corporations (or any predecessor) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (having been a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a Affiliated, consolidated, combined or unitary basis group at any time prior to the Closing, and Taxes of any Person otherwise imposed on the Company or any of its Subsidiaries for any taxable year Pre-Closing Tax Period, (iii) any breach of or period beginning before inaccuracy in any of the Closing Date; representations or warranties contained in Section 4.9, (iv) Taxes required any failure of the Sellers to be paid comply with their covenants, agreements or reimbursed by Axys obligations under Section 9.8(d7.2(a) (to the extent such Taxes have not been paid by Axys); or ARTICLE X, (v) Taxes imposed on the DPII Company or the Company any of its Subsidiaries for any Post-Closing Tax Period as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof any Tax Sharing Agreement entered into by the Company or any of its Subsidiaries (or any predecessor) prior to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Closing. (b) Each Seller shall pay to Buyer any amount required to be paid by it pursuant to Section 9.8(a) within the later of (i) thirty (30) days after the Sellers’ Representative receives written notice from any Buyer Indemnified Party requesting such payment and (ii) two (2) days prior to the date that the indemnified Tax or related expense is required to be paid. The amount of indemnification for Taxes or related expense pursuant to Section 9.8(a) shall be computed without regard to the set-off or other utilization of any loss, deduction or Tax credit of any Buyer Indemnified Party or resulting from the transactions contemplated by this Agreement. Notwithstanding any other provisions provision of this Agreement, Section 9.8(a) shall not be interpreted to allow a Buyer Indemnified Party to be indemnified more than once for the same Loss. (c) Notwithstanding anything in this Agreement to the contrary, from and after the Closing Date, DPII procedural provisions of this Section 9.8 shall be liable govern all claims for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable indemnification with respect to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing DateTaxes. (cd) In order Any claim for indemnification under this Section 9.8 shall be brought prior to apportion appropriately the expiration of any Taxes relating applicable statute of limitations (including all periods of extension, whether automatic or permissive) for the assessment of Tax that gives rise or is related to any taxable year or period that includes an Interim Periodthe Loss which is the subject of the indemnification claim and shall thereupon expire, the parties hereto shall, except to the extent permitted under applicable law, elect with that a claim for indemnification has been asserted in writing prior to such expiration (in which event the relevant Taxing Authority to treat, claim for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and indemnification shall survive until such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(cclaim has been resolved). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be.

Tax Indemnity. Each of the Sellers shall be responsible for, shall pay or cause to be paid, and shall, on a euro-for-euro basis, indemnify (vrijwaren) and hold harmless the Purchaser Indemnified Parties and their respective directors, officers, employees from, and shall compensate the Purchaser Indemnified Parties for, and will pay to the Purchaser Indemnified Parties, the amount of any Tax Liability arising directly or indirectly from or in connection with any of the Group Companies (or any of their predecessors) relating to: (a) Notwithstanding the period up to and including Completion; (b) any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end Event occurring on or prior to Completion; (c) any costs or expenses, including but not limited to (reasonable) advisor’s fees, incurred by the Closing Date being referred Purchaser or any Group Company in connection with: (i) any Tax Liability relating to collectively hereinafter as "Pre-Closing Periods")the period up to and including the Completion or any Event occurring on or prior to Completion; or (iiiii) Taxes imposed on any member action taken in avoiding, resisting or settling any such Tax Liability or taking any action under this Agreement; (d) any breach of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a Sellers’ Warranties in paragraph 10 (Tax) contained in Annex 10.1; and (e) the consolidated, combined or unitary basis for group of which any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 Group Companies (or any of their predecessors) is or was a breach member on or prior to Completion, including, for the avoidance of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amountsdoubt: (i) Taxes imposed on or attributable to any claims under the Company which are allocable, pursuant to Section 9.8(c1990 Dutch Tax Collection Act (Invorderingswet 1990), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed other liabilities that would not have arisen but for the relationship of any of the Group Companies with the Sellers’ Group, on or attributable at any time prior to Completion; (f) any correction imposed by any Tax Authority to the Companytransfer prices reported by any of the Group Companies; (g) any and all Taxes due on the basis of section 34 (recipients’ liability) and section 35 (chain liability) of the Xxxxx Xxxxxxxxxx Xxx 0000 (Invorderingswet 1990) including any other levies, or for duties and other costs, which the Company may otherwise be liable, for Purchaser is obliged to pay to any taxable period that begins after the Closing DateGovernmental Entity. (ch) In order to apportion appropriately all and any claims made by the collector of direct Taxes relating to any taxable year or period that includes an Interim Period, and indirect Taxes in the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day context of the taxable year or period of chain and recipients’ liability, as well as any recovery claims based on such liabilities by subcontractors charged with (part of) the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be:work; and (i) in the case of Taxes that are either (x) based upon or all and any claims related to income or receipts, or the Foreign Nationals (yEmployment) imposed in connection with any sale or other transfer or assignment Act (Wet arbeid vreemdelingen) and the Dutch Placement of property Personnel by Intermediaries Act (real or personal, tangible or intangibleWet allocatie arbeidskrachten door intermediairs), deemed equal to the amount which would be,

Tax Indemnity. (a) Notwithstanding Sellers hereby agree to indemnify, defend and hold Buyers harmless from and against: (i) any other provisions and all Taxes incurred by, imposed upon or attributable to Sellers for all periods prior to (and up to and including) the close of this Agreement, from, and after business on the day prior to the Closing Date, Axys shall be liable toincluding reasonable legal fees and expenses incurred by any party hereto and relating to such Taxes; and (ii) subject to the provisions of Section 4.05(a) hereof, any and shall indemnify and hold harmlessall Taxes incurred by, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on upon or attributable to Sellers, arising out of the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result consummation of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations transactions contemplated hereby, including reasonable legal fees and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; expenses incurred by any party hereto and (vi) Taxes or other payments required relating to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)such Taxes. (b) Notwithstanding any other provisions of this Agreement Buyers hereby agree to the contraryindemnify, defend and hold Sellers harmless from and against: (i) any and all Taxes incurred by, imposed upon or attributable to Buyers for all periods after the close of business on the day prior to the Closing Date, DPII shall be liable for including reasonable legal fees and shall indemnify Axys expenses incurred by any party hereto and its officersrelating to such Taxes; and (ii) subject to the provisions of Section 4.05(a) hereof, directorsany and all Taxes incurred by, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on upon or attributable to Buyers, arising out of the Company which are allocable, pursuant to Section 9.8(c), to the portion consummation of any Straddle Period beginning after of the Closing Date transactions contemplated hereby, including reasonable legal fees and (ii) Taxes imposed on or attributable expenses incurred by any party hereto and relating to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Datesuch Taxes. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for For purposes of this Section 9.8(c). In 7.02, any case where applicable law does not permit interest, penalty or additional charge included in Taxes shall be deemed to be a Tax for the Company period in which the items on which the interest, penalty or additional charge is based occurs. (d) The indemnity provided for in this Section 7.02 shall be independent of any other indemnity provision hereof and, anything in this Agreement to treat the Closing Date as contrary notwithstanding, shall survive until the last day expiration of the taxable year applicable statutes of limitation, including any extensions or period of waivers thereof, for the Company with respect 39 45 Taxes referred to Taxes that are payable with respect herein and any Taxes, legal fees and expenses subject to an Interim Period, the portion of any such Tax that is allocable indemnification under this Section 7.02 shall not be subject to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beindemnification under Section 7.03.

Tax Indemnity. Except with respect to Taxes indemnified pursuant to Section 3.2 hereof (a) Notwithstanding any other provisions of which shall not also be subject to indemnification pursuant to this Agreement, fromSection 3.1), and after subject to the Closing Dateexceptions described in Section 3.3 hereof, Axys shall be liable to, and each Owner (a “Tax Indemnifying Party”) shall indemnify and hold harmlessharmless each other Owner and its respective Affiliates (each, DPII, the Company and their respective officers, directors, Affiliates and assigns a “Tax Indemnitee”) on an After-Tax Basis from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitationagainst, any income taxes arising as and all Taxes, however imposed, whether levied or imposed upon such Tax Indemnitee, a result lessee, Unit 2 or any part thereof, by any Governmental Authority, or otherwise paid by any of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")foregoing, Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); are attributable to: (va) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach by such Tax Indemnifying Party of any of its covenants, representations or warranties under the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).Elm Road II Project Documents; (b) Notwithstanding any act or omission of such Tax Indemnifying Party (other provisions of this Agreement to than an act required or expressly permitted by the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (iElm Road II Project Documents) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date.such Tax Indemnifying Party’s Lessee; (c) In order any failure by such Tax Indemnifying Party to apportion appropriately take any Taxes relating action expressly required to be taken under the Elm Road II Project Documents; (d) the Gross Negligence or willful misconduct of such Tax Indemnifying Party (other than Gross Negligence imputed to a Tax Indemnifying Party solely by reason of its interest in Unit 2) or such Tax Indemnifying Party’s Lessee; (e) the payment of any taxable year warranties, refunds, insurance proceeds or period that includes an Interim Periodsimilar items or requisition, condemnation or similar proceeds attributable to such Tax Indemnifying Party to the parties hereto shallextent not retained by, or applied for the benefit of such Tax Indemnitee Party in accordance with its Unit 2 Ownership Interest; or (f) any destruction, damage, loss, condemnation, non-use or requisition of Unit 2 or any part thereof, to the extent permitted under applicable law, elect with the relevant Taxing Authority attributable to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: Indemnifying Party or such Tax Indemnifying Party’s Lessee, each such event described in (ia) 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 intangiblef), deemed equal to the amount which would bean “Tax Indemnifying Party Act”.

Tax Indemnity. Lessor intends to take accelerated cost recovery deductions (aRecovery Deductions) Notwithstanding any other provisions under sections 167(a) and 168(b)(1) of this Agreementthe Internal Revenue Code of 1982, fromas amended (Code), and after the Closing Dateaccelerated depreciation deductions under applicable state law (Depreciation Deductions). Accordingly, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against Lessee makes the following amountsrepresentations, warranties and covenants: (i) Taxes imposed on or attributable at the time Lessee accepts the Equipment pursuant to Section 3 of the Company with respect to taxable years or periods ending on or before Agreement, the Closing Date (including, without limitation, any income taxes arising as a result Equipment will have been "placed in service" within the meaning of any Section 338(h)(10) Election)sections 167 and 168 of the Code; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date Total Purchase Price (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, as adjusted pursuant to Section 9.8(c), to 7 of the portion Agreement) shall qualify for Recovery Deductions and Depreciation Deductions (with the exception of such Straddle Period ending any items that are not excluded by specific language on the Closing Date (an "Interim Period") (Interim Periods front of this Schedule and any taxable years or periods increase in the Total Purchase Price that end on or prior is attributable to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"any accrued interest under a Financing Agreement); (iii) Taxes imposed on neither Lessee, any member of its affiliates, nor any affiliated group with which Axys and/or of its successors, sublessees or assigns was, is, or will become a tax-exempt entity described in section 168(h)(2) of the Company file Code at any time during the Term of this Schedule or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing five years preceding the Commencement Date; and (iv) Taxes at no time during the Term of this Schedule will Lessee (or any of its successors, sublessees or assigns) take any action or fail to take any action (whether or not such act or omission is otherwise required by the Agreement) that results in a loss, reduction, deferral, recapture or other unavailability to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result Lessor of an inaccuracy or breach any part of the representations and warranties set forth in Section 3.24 Recovery Deductions or Depreciation Deductions. If, because of a breach of this Section 4(a), Recovery Deductions or Depreciation Deductions are lost, reduced, deferred, recaptured or otherwise made unavailable to Lessor (a Tax Loss), Lessee shall, upon demand by Lessor, promptly pay damages to Lessor. The amount of such damages shall be the covenants contained amount necessary to provide Lessor with a Net Economic Return (as defined in this Article IX, without duplication; and (viSection 4(c) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (bbelow) Notwithstanding any other provisions of this Agreement equal to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on Net Economic Return that lessor would have realized if it had not suffered a Tax Loss. A Loss or attributable damage to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as Equipment will constitute a short taxable year and a Pre-Closing Period for purposes breach of this Section 9.8(c). In any case where applicable law 4(a) if it does not permit result in the Company to treat the Closing Date as the last day payment of the taxable year or period Lessor's Return described in Section 13 of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beAgreement.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, Sellers jointly and after the Closing Date, Axys shall be liable to, severally agree and shall indemnify and hold harmless, DPII, harmless the Company and their respective officersHorizon (collectively the "Indemnitees"), directors, Affiliates and assigns from and against the following amounts: any and all Taxes (other than Excluded Taxes) (i) Taxes imposed on or attributable to the Company with respect to incurred by Sellers or Horizon for any taxable years year or periods taxable period ending on or before prior to the close of the Closing Date (includingincluding any short period up to and including the close of the Closing Date and any Pre-Closing Straddle Period: (ii) imposed on or incurred by Company or Horizon (with the exception of transfer Taxes incurred by the Company other than as provided in Section 4.04(a)) arising out of the purchase contemplated hereby, without limitation(iii) imposed on or incurred by the Company, or Sellers with respect to reasonable attorneys' fees and expenses with respect to contesting any income of the indemnified Taxes referred to in clause (i) and (ii), above incurred by the Company, or Horizon, as well as any applicable interest, penalty or additional charge with respect to such Taxes. Sellers jointly and severally agree and shall indemnify Indemnitees from and against any and all sales, transfer and other like taxes arising and recording fees payable in connection with this Agreement or the transactions contemplated hereby. The indemnity obligations of Sellers set out in this Section 7.02(a) shall survive indefinitely. (b) Sellers shall not be required to indemnify the Indemnitees in respect of any Tax until there occurs a Final Determination (as defined below) of the liability of the Indemnitees for the Tax (and any interest, penalties and additions to the Tax) asserted to be payable as a result of any Section 338(h)(10proposed adjustment, unless Sellers elect not to contest or defend against the proposed adjustment of the Tax. A "Final Determination" shall mean (i) Election); a decision, judgment decree or other order by any court of competent jurisdiction, which decision, judgment, or decree or other order has become final after all allowable appeals by either party to the action have been exhausted or the time for filing such appeal has expired, (ii) a closing agreement entered into under Section 7121 of the Internal Revenue Code or other State Authority, or any other settlement agreement entered into in connection with an administrative or judicial proceeding with the consent of Sellers, or (iii) the expiration of the time for instituting a claim for refund, or if such claim was filed, the expiration of the time for instituting a suit with respect thereto. If Sellers elect to protest a proposed adjustment Sellers shall deposit an amount equal to the taxes in dispute with the Indemnitees (a "Tax Deposit"), and the Indemnitees shall, upon the receipt of such Tax Deposit from Sellers, promptly remit such Tax Deposit to the tax authority or court, as requested by Sellers and properly designate the nature of such amount. Any interest expense which is stopped as a result of such Tax Deposit shall be for the account of Sellers. If the Indemnitees subsequently receive a refund, in whole or in part, of the Tax Deposit or interest, penalties, or additions to Tax paid with funds advanced by Sellers, the Indemnitees shall within thirty (30) days of such receipt pay to Sellers the amount of such refund, plus the amount of any additional interest received from the Internal Revenue Service thereon. Within (30) days after a Final Determination of, or the election of Sellers not to contest or defend against, the liability of the Indemnitees for which Sellers are required to make an indemnity payment hereunder Sellers shall pay the Indemnitees any excess of such full amount due over any advances or Tax Deposits previously made by Sellers (net of any prior return to Sellers of such advances or Tax Deposits) pursuant to this indemnity and any other payments previously made by Sellers with respect to taxable years such Taxes. The Company shall cooperate fully with Sellers in obtaining any refund or periods beginning before return of any Tax Deposits previously made by Sellers where so requested by Sellers. In the Closing Date and ending after the Closing Date (a "Straddle Period"), event that any Tax Deposit made by Sellers has been applied to any Taxes imposed on or attributable to payable by the Company or Horizon which are allocablenot subject to indemnification under this Section 7.02, pursuant the Company shall pay to Section 9.8(c), Sellers an amount equal to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and Tax Deposit so applied, together with any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or applicable interest savings actually realized by the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company Horizon as a result of an inaccuracy or breach such application of the representations and warranties set forth in Section 3.24 or a breach Tax Deposit, within (30) days following the day on which such Taxes would have otherwise been paid, but for the application of the covenants contained in this Article IXsuch Tax Deposit, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date Horizon as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall may be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be.

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementExcept as provided in Section 2.4(b), fromthe Sellers shall, jointly and after severally, indemnify the Closing Date, Axys shall be liable to, and shall indemnify Buyer Indemnified Persons and hold harmlessthem harmless against, DPIIwithout duplication, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: all Losses with respect to (i) Taxes all Tax liabilities of the Sellers and their Affiliates (other than the Sold Companies) for any period (but specifically excluding Taxes, if any, imposed on the Sellers and arising out of the Buyers’ operation of the Business following the Closing Date or attributable to on the Company with respect to Closing Date following the Closing), (ii) all Tax liabilities of, the Sold Companies for all taxable years periods (or periods portions thereof in the case of a Straddle Period) ending on or before the Closing Date except to the extent of the amounts reflected on the Final Statement of Net Asset Value; provided, that with respect to Goldwave Limited, Sellers obligation to indemnify for any Taxes under this Section 5.6(a) shall be limited to any amounts that the Sellers receive as an indemnity payment pursuant to the Agreement for the Sale and Purchase of Goldwave Limited, dated October 4, 2006, (includingiii) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for IR Federal and Consolidated Income Taxes of Seller or any of its Affiliates (other than a Sold Company), (iv) all Taxes that are Excluded Liabilities described in Section 2.2(c)(iii) hereof, (v) all Tax liabilities arising solely out of or due to any breach of any covenant or other agreement of the Sellers contained in this Agreement, (vi) any payments required to be made after the Closing Date under any Tax allocation, Tax indemnity or Tax sharing agreement to which any of the Sold Companies was obligated, or was a party on or prior to the Closing Date and (vii) all Tax liabilities arising solely out of or due to any breach of representations made in Sections 3.11(f)(i), 3.11(f)(ii) or 3.11(i). The Tax indemnity provided under this Section 5.6(a) shall not cover Losses with respect to Tax liabilities (I) resulting from any transaction of the Sold Companies outside the ordinary course of business and not contemplated by this Agreement that occurs on the Closing Date but after the Closing (and not solely as a consequence of Closing or any Sold Company ceasing to be part of a joint, consolidated or unitary Tax filing or Tax sharing arrangement with any of the Sellers for Tax purposes) or (II) resulting from any action taken after the Closing by the Buyers, any of their Affiliates, or any transferee of the Buyers or their Affiliates (a “Buyer Tax Act”). Buyer Tax Acts hereunder shall include, without limitation, the failure of IRCR Manufacturing S.r.o. of the Czech Republic to maintain, subsequent to the Closing Date (or, in the event of a delayed Closing with respect to the aforesaid Sold Company, as from that date) a minimum investment of 350m Czech Koruny (comprised of at least 40% qualifying machinery) until August 28, 2008 provided that the aforesaid minimum investment had been realized either by the Closing Date or subsequently, and prior to October 17, 2007, in good faith cooperation between the Sellers and the Buyers. (b) Subject to the provisions set forth in this Agreement, the Buyers, jointly and severally, and the Sold Companies shall indemnify the IR Indemnified Persons and hold them harmless against, without duplication, all Losses with respect to (i) all Tax liabilities of the Sold Companies or with respect to the Acquired Assets (A) resulting from any income taxes arising as a result transaction of the Sold Companies outside of the ordinary course of business and not contemplated by this Agreement occurring on the Closing Date but after the Closing, (B) resulting from any Section 338(h)(10) Election); Buyer Tax Act and (iiC) with respect to any taxable years period (or periods beginning before portions thereof in the Closing Date and ending case of a Straddle Period) that begins after the Closing Date Date, (ii) all Taxes that are Assumed Liabilities described in Section 2.2(b)(vi), and (iii) all Tax liabilities arising out of or due to any breach of any covenant or other agreement of the Buyers contained in this Agreement. (c) For purposes of this Agreement, in the case of any Taxes that are imposed on a "periodic basis and are payable for a Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), portion of such Tax related to the portion of such Straddle Period ending on and including the Closing Date shall (an "Interim Period"i) (Interim Periods in the case of any Taxes other than gross receipts, sales or use taxes and any Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire taxable years or periods that end period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on or prior to and including the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); and the denominator of which is the number of days in the entire taxable period, and (iiiii) Taxes imposed on any member in the case of any affiliated group with Tax based upon or related to income and gross receipts, sales or use taxes, be deemed equal to the amount which Axys and/or would be payable if the Company file or have filed a Tax Return relevant taxable period ended on a consolidated, combined or unitary basis for any taxable year or period beginning before and included the Closing Date. The portion of any credits relating to a Straddle Period shall be determined as though the relevant taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Sold Companies or the Asset Sellers. (d) Payment by the indemnitor of any amount due under this Section 5.6 shall be made within ten (10) Business Days following written notice by the indemnitee that payment of such amounts to the appropriate Taxing Authority is due; (iv) Taxes provided, that the indemnitor shall not be required to be paid or reimbursed by Axys under Section 9.8(dmake any payment earlier than five (5) (Business Days before it is due to the extent appropriate Taxing Authority. In the case of any written notice by any of the Buyers or their Affiliates indicating that Taxes are due for a Straddle Period Buyer Tax Return, such notice shall set forth in reasonable detail the calculations regarding such Taxes have and the Sellers’ share of such Taxes, and if within ten (10) Business Days after receipt of such notice, the Sellers notify the Buyers in writing that they disagree with the computation of their share of such Taxes, the Sellers and the Buyers shall proceed in good faith to determine such Taxes and the Sellers’ share thereof. If the Sellers and Buyers cannot been paid agree in good faith on such share within thirty (30) days after the Sellers’ receipt of such notice, the Sellers’ liability for such Taxes shall be resolved by Axysthe CPA Firm, whose fees and expenses shall be shared equally between the Sellers and the Buyers, and the Sellers’ payment to the Buyers shall be due five (5) Business Days after the amount payable by the Sellers is determined by agreement between the Sellers and the Buyers or by the CPA Firm, subject to the proviso in the first sentence of this Section 5.6(d); . In the case of a Tax that is contested in accordance with the provisions of Section 5.7 below, payment of the Tax to the appropriate Taxing Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Taxing Authority or court. (ve) Taxes imposed on Notwithstanding any provision in this Agreement to the DPII or the Company as a result of an inaccuracy or breach of contrary, (i) the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before 3.11 shall not survive the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to except that the contrary, from representations and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to warranties in Section 9.8(c3.11(f)(i), to 3.11(f)(ii) and 3.11(i) shall survive until 5:00 p.m. (New York City time) on the portion third (3rd) anniversary of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed the obligations of a party to indemnify and hold harmless another party pursuant to this Section 5.6, other than, for the avoidance of doubt, pursuant to Section 5.6(a)(vii), shall terminate at the close of business on or attributable the 60th day following the expiration of the applicable statute of limitations with respect to the CompanyTax liabilities in question (giving effect to any waiver, mitigation or for which the Company may otherwise be liableextension thereof); provided, for any taxable period that, in each case, such representations, warranties and obligations that begins after survive the Closing Date. (c) In order to apportion appropriately any Taxes relating shall survive beyond such period with respect to any taxable year or claim of indemnity hereunder if specific written notice thereof shall have been duly given within such period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect in accordance with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes provisions of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be5.6.

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementThe Sellers shall be responsible for and shall indemnify the Purchaser and its Affiliates (including Concurrent NC, fromConcurrent Asia Corp, and after only if the Concurrent HPS Closing is consummated, Concurrent HPS) against any and all Losses attributable to: (1) all Taxes of the Sellers and their Affiliates (other than Concurrent NC, Concurrent Asia Corp, and only if the Concurrent HPS Closing is consummated, Concurrent HPS) for any taxable period, (2) all Taxes related to the Excluded Assets or Excluded Liabilities for any taxable period, (3) all Taxes of the Transferred Companies, and all Taxes relating to the Business, the Purchased Assets or the Transferred Employees, in each case with respect to any Pre-Closing Tax Period (including the portion of any Straddle Period through the end of the Closing Date), (4) all Taxes of any affiliated, consolidated, combined or unitary group of which a Transferred Company is or was a member on or prior to the Closing Date, Axys shall be liable toincluding pursuant to Treasury Regulations Section 1.1502-6 or any corresponding or similar provision of state, local, or foreign Tax Law, (5) all Taxes of any Person (other than Concurrent NC, Concurrent Asia Corp, and shall indemnify and hold harmlessonly if the Concurrent HPS Closing is consummated, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (iConcurrent HPS) Taxes imposed on a Transferred Company as a transferee or attributable successor, by contract or pursuant to the Company with respect any Law, which Taxes relate to taxable years an event or periods ending on or transaction occurring before the Closing Date Closing, and (including, without limitation, any income taxes arising 6) all Taxes that arise as a result of the Transactions (including any Transfer Taxes under Section 338(h)(1011.3). (b) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"For purposes of Section 11.1(a)(3), the amount of Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), allocable to the portion of such a Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: : (i) in the case of Taxes that are either imposed on a periodic basis (xsuch as real or personal property Taxes and similar ad valorem obligations), the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (ii) in the case of Taxes not described in clause (i) above (such as payroll Taxes, Taxes imposed upon or measured by income, Taxes based upon occupancy or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date (and in the case of any Taxes attributable to the amount which ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), as if the taxable period of such partnership or other “flowthrough” entity or “controlled foreign corporation” ended as of the end of the Closing Date). (c) The Sellers and their Affiliates shall not permit to exist any Tax deficiencies (including penalties and interest) assessed against or relating to them with respect to taxable periods ending on or before, or including, the Closing Date of a character or nature that could reasonably be expected to result in liens or claims on any of the Purchased Assets or on the Purchaser’s title or use of the Purchased Assets following the Closing Date or that would bereasonably be expected to result in any claim against the Purchaser.

Tax Indemnity. (a) Notwithstanding any other provisions Each of this AgreementSeller and Seller Subsidiary agree, fromon a joint and several basis, and after the Closing Date, Axys shall be liable to, and shall to indemnify and hold harmlessBuyer, DPIIthe Company, the Company Subsidiary, and their Affiliates and each of their respective officers, directors, Affiliates employees, stockholders, agents, and assigns representatives (the "Buyer Indemnitees") harmless from and against the following amountsTaxes: (i) Taxes imposed on or attributable to the Company or the Company Subsidiary or in respect of the Other Assets with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company or the Company Subsidiary or in respect of the Other Assets which are allocable, pursuant to Section 9.8(c)paragraph (b) hereof, to the portion of such Straddle Period period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods")Date; (iii) Taxes imposed on any member (other than the Company or the Company Subsidiary) of any affiliated affiliated, consolidated, unitary or other combined group with which Axys and/or the Company file or have the Company Subsidiary files or has filed a Tax Return in a period ending on or prior to the Closing Date on a consolidated, unitary or other combined basis or unitary with which the Seller Subsidiary files a Tax Return on such basis for any taxable year or period beginning before after the Closing Date; and (iv) Taxes required imposed on Buyer, the Company or the Company Subsidiary or in respect of the Other Assets attributable to be paid (A) a breach of a warranty or reimbursed representation set forth in Section 3.08(c) by Axys under Section 9.8(d) (Seller, but only to the extent that such Taxes have breach (I) does not been paid by Axys); give rise to an offsetting Tax benefit to Buyer or its Affiliates (v) Taxes imposed on including the DPII Company or the Company Subsidiary) in a Post-Closing Tax Period and (II) results in an increase in the amount of Taxes payable by Buyer and its Affiliates (including the Company and the Company Subsidiary) or (B) a breach of obligations or covenants of Seller or Seller Subsidiary set forth in this Agreement. For purposes of this Section 9.01(a), each of Seller and Seller Subsidiary agrees, on a joint and several basis, to indemnify the Buyer Indemnitees for any and all out-of-pocket costs and expenses (including reasonable fees for attorneys and other outside consultants) incurred in connection with any contest of any Tax liability for which Seller and Seller Subsidiary are liable under this Article IX. Notwithstanding the foregoing, Seller shall not indemnify and hold harmless the Buyer Indemnitees from any liability for Taxes attributable to a breach by Buyer of its obligations under this Agreement to the extent that Taxes of Seller and Seller Subsidiary and their respective Affiliates have been, or the amounts otherwise payable by Seller or Seller Subsidiary pursuant to this Section 9.01(a) would be, increased as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)such breach. (b) Notwithstanding With respect to any other provisions of this Agreement Tax that is payable with respect to a taxable period that begins before the contrary, from Closing Date and that ends after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period portion of the period ending on the Closing Date shall be: be deemed to equal: (i) in the case of Taxes that are either (x) based upon or related to income or receiptsreceipts or measured by capital (including net worth, long-term debt or intangibles), the amount which would be payable if the taxable year ended with the Closing Date, and (yii) in the case of Taxes imposed on a periodic basis (including property Taxes) or Taxes measured by the level of any item not described in item (i) above, the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the period ending with the Closing Date and the denominator of which is the number of calendar days in the entire period. (c) Buyer agrees to indemnify and hold Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Seller Indemnitees") harmless from and against the following Taxes: (i) Taxes of the Company, the Company Subsidiary and in respect of the Other Assets for any Post-Closing Tax Period (except to the extent Seller and Seller Subsidiary are liable under this Article IX for such Taxes), and (ii) Taxes imposed on Seller or its Affiliates (including the Seller Subsidiary) attributable to a breach by Buyer of its obligations under this Agreement. For purposes of this Section 9.01(c), Buyer agrees to indemnify the Seller Indemnitees for any and all out-of-pocket expenses (including reasonable fees for attorney and other outside consultants) incurred in connection with any sale contest for any Tax liability for which Buyer is liable under this Section 9.01(c). Notwithstanding the foregoing, Buyer shall not indemnify and hold harmless the Seller Indemnitees from any liability for Taxes attributable to a breach by Seller or Seller Subsidiary of its obligations under this Agreement to the extent that Taxes of Buyer or its Affiliates (including the Company and the Company Subsidiary) have been, or the amounts payable by Buyer pursuant to this Section 9.01(c) would be, increased as a result of such breach. (d) Payment by the indemnitor of any amount due under this Article IX shall be made within thirty (30) days following written notice by the indemnitee that payment of such amounts to the appropriate Tax authority or other transfer appropriate party is due; provided that in the case of any payment due to a Tax authority or assignment other appropriate party the indemnitor shall not be required to make any payment earlier than two days before it is due to the appropriate Tax authority. In the case of property a Tax that is contested in accordance with the provisions of Section 9.02 (real other than a Tax contested in any administrative or personal, tangible judicial proceeding in which the Tax contested must be paid prior to or intangibleupon commencement of such proceeding), deemed equal payment of the Tax to the appropriate Tax authority will not be considered to be due earlier than the date a final determination has been made as defined in Section 1313(a) of the Code or as finally determined pursuant to any similar rule or provision of any relevant applicable Tax laws of any state, local, foreign or other Tax jurisdiction (a "Final Determination"). (e) If an adjustment is made by a Tax authority (other than in respect of the Seller Tax Items as defined in 9.12) in respect of a Pre-Closing Tax Period that increases the aggregate amount of Taxes indemnified against by Seller and Seller Subsidiary under 9.01(a) and decreases the Tax liability of Buyer or its Affiliates (including the Company and the Company Subsidiary) for a Post-Closing Tax Period, Buyer shall pay to Seller the amount of such decrease at the time such decrease is actually realized by Buyer. If an adjustment is made by a Tax authority (other than in respect of the Seller Tax Items as defined in 9.12) in respect of a Post-Closing Tax Period that increases the Tax liability of the Buyer or its Affiliates (including the Company and the Company Subsidiary) and decreases the Taxes which would beare indemnified by Seller or Seller Subsidiary for a Pre-Closing Tax Period under 9.01(a), Seller or Seller Subsidiary shall pay the amount of such decrease to Buyer at the time such decrease is actually realized by Seller or Seller Subsidiary.

Tax Indemnity. Subject to Section 13.11 and except to the extent of (ax) Notwithstanding any other provisions of this Agreementa Non-Income Tax attributable to a Processing Company that is a Non-Income Tax accrued as a Liability on the Final Processing Closing Balance Sheet (and taken into account in calculating the Aggregate Consideration) or (y) a Non-Income Tax attributable to Cattleco that is a Non-Income Tax accrued as a Liability on the Final Cattleco Closing Balance Sheet (and taken into account in determining the Cattleco Stockholder Net Investment), from, from and after the Closing Date, Axys ConAgra shall be solely liable tofor, shall pay and shall protect, defend, indemnify and hold harmless, DPII, harmless the Company Holdco Indemnified Parties from any and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) all Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result obligation to contribute to the payment of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included any of the Acquiring Companies or Acquired Companies), and any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys' and accountants' fees and expenses, directly arising out of the protest, determination, assessment or collection of such Taxes (collectively, "Tax Losses") which result from (i) any Liability for Taxes imposed on any of the Acquiring Companies (but, in the case of an Acquiring Company, only if ConAgra or its Subsidiaries breached Section 9.1.1(n) and then only to the extent of the increase in Taxes caused by such breach over the Taxes that would be payable absent such breach or an Income Tax Liability under clause (iii) in this Section below) or Acquired Companies for any taxable year period or period beginning before the Closing Date; (iv) Taxes required portion thereof ending on or prior to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall including any Acquired Company ceasing to be liable for and shall indemnify Axys and its officersa member of the ConAgra Group, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) the Liability of ConAgra, any member of the ConAgra Group or any Affiliate of ConAgra (other than an Acquiring Company or Acquired Company) for any Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after or (iii) the Liability of any of the Acquiring Companies or Acquired Companies pursuant to Treas. Reg.ss.1.1502-6 or any analogous state, local or foreign law or regulation or by reason of its having been a member of any consolidated, combined or unitary group on or prior to the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (a) Notwithstanding any other provisions of this AgreementThe Sellers, fromjointly and severally, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns each Buyer Indemnified Party from and against any Losses such Buyer Indemnified Party shall suffer resulting from (A) the following amounts: breach of any representation or warranty made by the Company in Section 4(q), (iB) Taxes imposed on (or attributable to asserted against the properties, income, or operations of) the Company with respect to taxable years for any Taxable period or periods portion thereof ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "PreDate, including the pre-Closing Periods"); portion of any Straddle Period, and (iiiC) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or another Person claimed from the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company being included prior to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date in a combined, consolidated, or unitary tax group under Treasury Regulations §1.1502-6 (whether oral or writtenany similar provision of state, local or foreign Law). , or as a transferee or successor, or by Contract or otherwise , and (bD) Notwithstanding Taxes resulting from or arising out of stimulus or relief programs under the CARES Act or the FFCRA, including any other provisions of this Agreement to deferred payroll taxes and the contraryPPP Obligations or any portion thereof (including the forgiveness thereof). Each Seller individually, and not severally or jointly, shall indemnify each Buyer Indemnified Party from and after against any Losses such Buyer Indemnified Party shall suffer resulting from Taxes of such Seller imposed on (or asserted against the properties, income, or operations of) the Company for any Taxable period or portion thereof ending on or prior to the Closing Date, DPII including the pre-Closing portion of any Straddle Period. For purposes of this clause (ix), “Losses” shall be liable deemed to include amounts that would have constituted Losses but for and shall indemnify Axys and its officersthe set-off or other utilization of any loss, directorsdeduction, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or credit realized in, or attributable to the Company which are allocableto, pursuant to Section 9.8(c), to a post-Closing taxable period (or the portion of any the Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date). (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (a) Notwithstanding any Following the Closing, each Stockholder (other provisions than those dissenting stockholders exercising rights of this Agreementappraisal under Section 262 of the DGCL who do not receive a cash payment in the Merger pursuant to Article II) and each Option Holder who delivers an executed Option Acknowledgement shall, fromseverally and not jointly, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Buyer Indemnified Parties from and against the following amounts: and shall reimburse each Buyer Indemnified Party for, any and all Taxes or other expenses (iincluding, without limitation, reasonable expenses or investigation and reasonable attorneys’ and accountants’ fees and expenses in connection with any action, suit or proceeding) Taxes imposed on actually incurred, suffered or accrued at any time by any Buyer Indemnified Party arising out of or attributable to any liability for the Taxes of Company with respect and each of its Subsidiaries (including, without limitation, any liability for Taxes resulting from Company or one of its Subsidiaries having agreed to taxable years or periods act as an indemnitor for the Taxes of another Person) for any period ending on or before the Closing Date (including, without limitation, any income taxes arising as a result and the portion of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning Straddle Period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) all liabilities of the Company and each of its Subsidiaries as a result of the applicability of Treas. Reg. Section 1.1502-6 or otherwise for Taxes imposed of any other corporation affiliated with the Company or any Subsidiary on or attributable prior to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c, provided that the Stockholders and Option Holders shall not be required to indemnify the Buyer Indemnified Parties pursuant to this Section 8.3(a) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with of the relevant Taxing Authority to treat, for all purposes, amount of Taxes taken into account as current liabilities in the calculation of Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for Net Working Capital. For purposes of this Section 9.8(c8.3, the Principal Stockholders shall be deemed to be one Stockholder and shall therefore be jointly and severally liable as to each other for any obligation which a Principal Stockholder may have under this Section 8.3(a). . (b) In any the case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim a Straddle Period, the portion of any such Tax that is allocable to the Interim Period portion of the taxable period ending on the Closing Date shall be: , (iA) in the case of Taxes that are either other than property Taxes determined under the closing of the books method and (xB) in the case of property Taxes imposed on a periodic basis with respect to the assets of the Company or its Subsidiaries, 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 with respect to such periods under the relevant Tax law) (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 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). In the case of any Tax based upon or related measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to income or receipts, or (ybe allocated under this Section 8.3(b) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal shall be computed by reference to the level of such items on the Closing Date. With respect to any Tax for which indemnification is provided under this Agreement, the amount which would beof any such indemnity payment shall be increased so that after the payment of any Tax on any indemnification payment the indemnity payment equals the amount of the indemnification under this Section 8.3 incurred by the indemnified party under this Section 8.3. The parties agree to treat any payments under this Section 8.3 as an adjustment to the Aggregate Merger Consideration.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, fromfrom and after the Closing, the Major Shareholder, subject to Section 10.2(a)(i) of this Agreement, but not subject to the limitation in ------------------ Section 10.2(a)(ii), shall indemnify and hold harmless the Corporation and ------------------- the Subsidiaries (the "IDENTIFIED PARTIES") against the following Taxes, but only for Taxes in excess of the sum of Taxes paid by the Corporation and the Subsidiaries prior to December 31, 1997, Taxes accrued as current Taxes payable on the December 31, 1997 financial balance sheet, and Taxes accrued or paid after December 31, 1997 in the ordinary course of business, in accordance with past practice, with respect to business operations for the period of January 1, 1997 through the Closing Date, Axys shall be liable and, against any loss, damage, liability or expense, including, but not limited to, reasonable fees for attorneys and shall indemnify and hold harmlessother outside consultants, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amountsincurred in contesting or otherwise in connection with any such Taxes: (i) Taxes imposed on or attributable to the Company Corporation and the Subsidiaries with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)Date; (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, Taxes imposed on or attributable to the Company Corporation and the Subsidiaries which are allocable, pursuant to Section 9.8(c)7.9(d) below, to the portion of -------------- such Straddle Period taxable year or period ending on the Closing Date (an "Interim PeriodINTERIM PERIOD") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "PrePRE-Closing PeriodsCLOSING PERIODS"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file Corporation and the Subsidiaries or have any Subsidiary files or has filed a Tax Return on a consolidated, combined or unitary basis for any a taxable year or period beginning ending on or before the Closing Date; or (iv) Taxes required to be paid or reimbursed by Axys the Major Shareholder under Section 9.8(d------- 7.9(d) of this Agreement (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written------ Major Shareholder). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (aSubject to the limitations on liability set forth in Section 9.1(a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPIIwithout duplication, the Company Seller indemnifies the Purchaser and its Affiliates and each of their respective officers, directors, Affiliates employees and assigns from agents and hold them harmless against the following amounts: (i) all liability for Taxes imposed on of the Group Companies for all taxable periods (or attributable to the Company with respect to taxable years or periods portions thereof) ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the First Closing Date and (ii) all Taxes imposed on of any Person (other than any Group Company) for which a Group Company is liable as a transferee, successor, by contract or attributable otherwise provided, however, the indemnity for Tax liabilities provided under this Section 5.4 and any indemnity in Section 9 of this Agreement relating to Taxes or Tax liabilities shall not under any circumstances cover any Taxes or Tax liabilities: (a) relating to any Group Company for any period after the First Closing Date, (b) resulting from any act, transaction, omission or election of the Purchaser, a Group Company, any Affiliates, or for which the Company may otherwise be liable, for any taxable period that begins transferees thereof made or occurring after the First Closing Date. Date (other than the filing of any Tax Return in a manner consistent with past practice or consistent with Law, any reasonable settlement of a Tax audit or proceeding, or any actions expressly required by Law or expressly contemplated by this Agreement or that are in the ordinary course of business), or (c) In order that are provided for in the Financial Statements or disclosed in Section 3.11 of the Disclosure Schedule, further provided that the amount of any damages for which indemnification is provided under this Section 5.4 shall be reduced to apportion appropriately take into account any Taxes net Tax benefit actually realized by the indemnified party as a result of the payment of such damages. The Seller shall have the right to control at its own expense any Tax audit or administrative or court proceeding relating to any taxable year or period that includes an Interim PeriodTax indemnity covered by this Section 5.4 and make all decisions taken in connection with them including the selection of counsel, the parties hereto shalldecision to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax claim in any permissible manner, to the extent permitted under applicable lawsuch audit or proceeding relates to a period ending on or before the First Closing Date; provided, elect with that if such audit or claim could reasonably be expected to have a material adverse effect on the relevant Taxing Authority to treatPurchaser, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, the Purchaser and the Seller shall jointly control such Interim Period audit or proceeding (and share costs and expenses accordingly) and there shall be treated as no settlement without the consent of the other party. If a short taxable year and a Pre-Closing Period for purposes claim is made by any Taxing Table of Contents Authority, which, if successful, might result in an indemnity payment to the Purchaser or its Affiliates under this Section 9.8(c). In any case where applicable law does not permit 5.4 the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable Purchaser shall give notice to the Interim Period shall be: (i) Seller in writing of such claim to provide the Seller to reasonably enjoy its rights described in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bepreceding sentence.

Tax Indemnity. (a) Notwithstanding The Shareholders will jointly and severally indemnify and hold Purchaser the Company and each of their respective successors and assigns (each, a “Tax Indemnitee”) harmless against all Losses attributable to (i) any other provisions Tax of this Agreementthe Company for any Pre-Closing Tax Period, from(ii) Taxes of any member of an affiliated, and after consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date, Axys shall be liable toincluding pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous or similar state, and shall indemnify and hold harmlesslocal or foreign income Tax law or regulation, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (iiii) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date of any Person (including, without limitation, any income taxes arising the LT Predecessor) other than the Company that are imposed on the Company as a result of any Section 338(h)(10) Election); (ii) with respect transferee or successor, by contract, or otherwise, which Taxes related to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on resulted from an event or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or transaction occurring prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; and (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a any breach of the covenants contained in this Article IXVIII; provided, without duplication; and (vi) however, that in any such case the Shareholders will be liable only to the extent that such Taxes or other payments required to be made after exceed the date hereof by the Company to any Person under any Tax sharingamount, indemnity or allocation agreement entered into before if any, reserved for such Taxes as reflected in the Closing Date (whether oral Balance Sheet. The limitations on indemnification contained in Article VII will not apply to any claim for indemnification under this Article VIII. If a Party has any indemnification obligations with respect to any Loss under both this Article VIII and Article VII, the indemnification obligations under this Article VIII will control and be their exclusive obligation. Subject to Section 8.3(b), the Shareholders shall reimburse Purchaser and the Company for any Losses which are the responsibility of any Shareholder pursuant to this Section 8.3(a) within ten days after Purchaser’s or written)the Company’s request thereof. (b) Notwithstanding After the Closing, Purchaser shall inform the Representative within fifteen (15) days of its receipt of any notice of any Tax audit, assessment, adjustment, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which a Tax Indemnitee may be entitled to indemnity from the Shareholders hereunder; provided, however, that the failure of Purchaser to provide such notice shall not affect the Shareholders’ indemnity obligations under Section 8.3(a) except to the extent, and only to the extent, that the Shareholders are materially prejudiced. If the Representative notifies Purchaser within thirty (30) days following receipt of notice of such Tax Contest that the Representative intends to exercise his contest rights under this Section 8.3(b), the Representative shall have the right to control such Tax Contest at his expense and to employ counsel of his choice. Purchaser shall have the right to participate in any such Tax Contest at their own expense, shall be entitled to control the disposition of any issue in any such Tax Contest that does not affect a potential liability of the Shareholders, and shall be entitled to jointly control with the Representative the defense and disposition of any issue in any such Tax Contest that relates to any Straddle Period. Purchaser shall control any other provisions of this Agreement Tax Contests. With respect to a Tax Contest which the Representative is entitled to control, the Representative shall have the right to determine all issues relating to the contraryTax Contest except that the Representative shall not settle any Tax Contest without the prior consent of Purchaser (which consent may not be unreasonably withheld). Purchaser shall deliver to the Representative any power of attorney reasonably required to allow the Representative and his counsel to represent Purchaser, from Purchaser and after the Closing Date, DPII shall be liable for Company in connection with any Tax Contest that the Representative is entitled to control hereunder and shall indemnify Axys use its reasonable efforts to provide the Representative with such assistance as may be reasonably requested by the Representative in connection with any such Tax Contest. The Parties each agree to consult with and its officers, directors, Affiliates and assigns from and against to keep the following amounts: (i) Taxes imposed other Parties hereto informed on or attributable a regular basis regarding the status of any Tax Contest to the Company which are allocable, pursuant to Section 9.8(cextent that such Tax Contest could affect a liability of such other Party (including indemnity obligations hereunder), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order To the extent allowable under applicable law, all amounts payable under Article VII and this Section 8.3 will be treated for Tax purposes as adjustments to apportion appropriately the Purchase Price. (d) Purchaser, the Company and the Shareholders shall cooperate fully, as and to the extent reasonably requested by one another, in connection with the preparation and filing of Tax Returns and any Taxes audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser and the Company on the one hand, and the Shareholders on the other, agree (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable year periods, and (ii) to give the other party reasonable written notice prior to transferring, destroying or period that includes an Interim Perioddiscarding any such books and records and, the parties hereto shallif so requested, to the extent permitted under applicable lawPurchaser, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where or the applicable law does not permit the Company to treat the Closing Date Shareholder, as the last day case may be, shall allow the requesting party to take possession of the taxable year such books and records. The Parties hereto agree, upon request, to use reasonable efforts to obtain any certificate or period of the Company with respect other document from any taxing authority or any other Person as may be necessary to Taxes that are payable with respect to an Interim Periodmitigate, the portion of reduce or eliminate any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would becould otherwise be imposed.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and 1.1 The Seller shall indemnify and hold harmlessthe Purchaser and/or, DPIIat the Purchaser’s discretion, the any Target Company and their respective officersharmless on a Euro-for-Euro basis, directors, Affiliates and assigns on demand from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as liability of a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Target Company to make or suffer any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written).payment of Tax: (ba) Notwithstanding any other provisions which arise in respect of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall bein consequence of: (i) any income, profits or gains earned, accrued or received (or deemed to be earned, accrued or received) on or before the Locked Box Accounts Date; or (ii) any Event which occurs or occurred (or is deemed to occur or to have occurred) on or before the Locked Box Accounts Date; or (iii) any (partial or full) breach of any Tax Warranty or any circumstance which makes any Tax Warranty untrue or inaccurate or misleading as of the date of this Agreement or as of the Closing Date; or (b) which is properly attributable to the Seller (or any member of the Seller Group); or, (c) which is attributable to the loss or non-availability to any extent of any Relief included in the case Locked Box Accounts. 1.2 For the purpose of Taxes that are either paragraphs 1.1(a) and (xb) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed this Part C there shall also be treated as a payment of Tax an amount equal to the amount of Tax saved in consequence of any use or set off of: (a) any Relief arising to a Target Company in respect of an Event occurring or period ending after the Locked Box Accounts Date; or (b) any Relief included in the Locked Box Accounts; or (c) any Relief arising to the Purchaser or any member of the Purchaser Group, in circumstances where, but for such use or set off, a Target Company would have been liable to make an actual payment of Tax to which paragraphs 1.1(a) or (b) of this Part C would beapply. 1.3 Paragraph 1.1 (a) of this Part C shall not apply to the extent that provision in respect of the liability to Tax has been made in the Locked Box Accounts. 1.4 The indemnity contained in this Schedule 8 shall extend to all costs and expenses reasonably incurred by the Purchaser or any Target Company in connection with a claim under this Schedule 8 or the subject matter of such a claim. 1.5 Any reference in this Schedule 8 to an Event which occurs or occurred (or is deemed to occur or have occurred) on or before Closing shall include a series or combination of Events the first of which occurred on or before Closing.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, Section 7.05 and after the Closing Date, Axys Section 7.06 shall be liable toapply to indemnifications by Seller to Buyer for, and shall indemnify be the sole remedy of Buyer in respect of, the losses described in the following sentence and such indemnifications shall not be subject to any limitations described in Section 6.05 hereof. Notwithstanding any provision to the contrary contained in this Agreement, Seller agrees to indemnify, defend and hold harmlessharmless Buyer, DPII, the Company its Affiliates (including NBLLC) after Closing (and their respective shareholders, officers, directors, Affiliates employees and assigns from and agents) against the following amounts: (i) all Taxes attributable to, or resulting from the breach of any representation or warranty made pursuant to Section 2.12 of this Agreement as of the Closing Date; (ii) all Income Taxes imposed on or attributable asserted against the properties, income or operations of NBLLC, or for which NBLLC may otherwise be liable, for all periods or portions thereof prior to Closing; (iii) all Taxes, other than Income Taxes, imposed on or asserted against properties, income or operations of NBLLC, or for which NBLLC may otherwise be liable, for all periods or portions thereof prior to the Company with respect to taxable years Effective Date; (iv) all Taxes, except for Transfer Taxes (which are addressed in Section 7.03), imposed on NBLLC, or periods ending on or before the Closing Date (includingfor which NBLLC may be liable, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election)transaction contemplated by this Agreement; (iiiv) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), all Taxes imposed on NBLLC as a result of the provisions of Treasury Regulations Section 1.1502-6 or attributable the analogous provisions of any state, local or foreign law; and (v) all Income Taxes for which NBLLC is liable as a result of any election for NBLLC to the Company which are allocablebe treated as other than a disregarded entity for US federal, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and state or local income tax purposes that is filed at any taxable years or periods that end time on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on other than any member election filed by or at the behest of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or writtenBuyer). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be

Tax Indemnity. (a) Notwithstanding any other provisions If the Fair Market Value Purchase Option and Fair Rental Value Renewal Option has been selected, Lessor intends to take accelerated cost recovery deductions (“Recovery Deductions”) under Sections 167(a) and 168(b)(1) of this Agreementthe Internal Revenue Code of 1986, fromas amended (“Code”), and after the Closing Dateaccelerated depreciation deductions under applicable state law (“Depreciation Deductions”). Accordingly, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against Lessee makes the following amountsrepresentations, warranties and covenants: (i) Taxes imposed on or attributable at the time Lessee accepts the Equipment pursuant to Section 3 of the Company with respect to taxable years or periods ending on or before Agreement, the Closing Date (including, without limitation, any income taxes arising as a result Equipment will have been “placed in service” within the meaning of any Section 338(h)(10) Election)Sections 167 and 168 of the Code; (ii) the Stipulated Loss Value Amount set forth on the first page of this Schedule shall qualify for Recovery Deductions and Depreciation Deductions (with respect to taxable years or periods beginning before the Closing Date exception of any items that are excluded by specific language on the first page of this Schedule and ending after any increase in the Closing Date (a "Straddle Period"), Taxes imposed on or Stipulated Loss Value Amount that is attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"accrued interest under a Financing Agreement); (iii) Taxes imposed on neither Lessee, any member of its affiliates, nor any affiliated group with which Axys and/or of its successors, sublessees or assigns was, is, or will become a tax-exempt entity described in Section 168(h)(2) of the Company file Code at any time during the Term of this Schedule or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing five (5) years preceding the Commencement Date; and (iv) Taxes at no time during the Term of this Schedule will Lessee (or any of its successors, sublessees or assigns) take any action or fail to take any action (whether or not such act or omission is otherwise required by the Agreement) that results in a loss, reduction, deferral, recapture or other unavailability to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result Lessor of an inaccuracy or breach any part of the representations and warranties set forth in Section 3.24 Recovery Deductions or Depreciation Deductions. If, because of a breach of this Section 4(a), Recovery Deductions or Depreciation Deductions are lost, reduced, deferred, recaptured or otherwise made unavailable to Lessor (a “Tax Loss”), Lessee shall, upon demand by Lessor, promptly pay damages to Lessor. The amount of such damages shall be the covenants contained amount necessary to provide Lessor with a Net Economic Return (as defined in this Article IX, without duplication; and (viSection 4(b) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (bbelow) Notwithstanding any other provisions of this Agreement equal to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on net Economic Return that Lessor would have realized if it had not suffered a Tax Loss. A loss or attributable damage to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as Equipment will constitute a short taxable year and a Pre-Closing Period for purposes breach of this Section 9.8(c). In any case where applicable law 4(a) if it does not permit result in the Company to treat the Closing Date as the last day payment of the taxable year or period Lessor’s Return described in Section 12 of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beAgreement.

Tax Indemnity. (a) Notwithstanding Sellers hereby agree to jointly and severally indemnify, defend and hold Buyers harmless from and against: (i) any other provisions and all Taxes incurred by, imposed upon or attributable to Sellers for all periods prior to (and up to and including) the close of this Agreement, from, and after business on the Closing Date, Axys shall be liable toincluding reasonable legal fees and expenses incurred by any party hereto and relating to such Taxes; and (ii) subject to the provisions of Section 4.05(a) hereof, any and shall indemnify and hold harmlessall Taxes incurred by, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on upon or attributable to Sellers, arising out of the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result consummation of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations transactions contemplated hereby, including reasonable legal fees and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; expenses incurred by any party hereto and (vi) Taxes or other payments required relating to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)such Taxes. (b) Notwithstanding any other provisions of this Agreement Buyers hereby agree to the contraryindemnify, defend and hold Sellers harmless from and against: (i) any and all Taxes incurred by, imposed upon or attributable to Buyers for all periods after the close of business on the Closing Date, DPII shall be liable for including reasonable legal fees and shall indemnify Axys expenses incurred by any party hereto and its officersrelating to such Taxes; and (ii) subject to the provisions of Section 4.05(a) hereof, directorsany and all Taxes incurred by, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on upon or attributable to Buyers, arising out of the Company which are allocable, pursuant to Section 9.8(c), to the portion consummation 42 48 of any Straddle Period beginning after of the Closing Date transactions contemplated hereby, including reasonable legal fees and (ii) Taxes imposed on or attributable expenses incurred by any party hereto and relating to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Datesuch Taxes. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for For purposes of this Section 9.8(c). In 7.02, any case where applicable law does not permit interest, penalty or additional charge included in Taxes shall be deemed to be a Tax for the Company period in which the items on which the interest, penalty or additional charge is based occurs. (d) The indemnity provided for in this Section 7.02 shall be independent of any other indemnity provision hereof and, anything in this Agreement to treat the Closing Date as contrary notwithstanding, shall survive until the last day expiration of the taxable year applicable statutes of limitation, including any extensions or period of waivers thereof, for the Company with respect Taxes referred to Taxes that are payable with respect herein and any Taxes, legal fees and expenses subject to an Interim Period, the portion of any such Tax that is allocable indemnification under this Section 7.02 shall not be subject to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would beindemnification under Section 7.03.

Tax Indemnity. (a) Notwithstanding any other provisions of anything to the contrary in this Agreement, fromfrom and after the Closing, Seller shall indemnify and hold harmless Buyer and its Affiliates (including the Acquired Companies after the Closing), in each case, without duplication, from any and all Damages in respect of: (i) Taxes of the Acquired Companies for any Pre-Closing Tax Period; (ii) all liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Acquired Companies are or were a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non-U.S. Legal Requirement; (iii) all Transfer Taxes to be paid by Seller pursuant to Section 12.6; and (iv) a breach of (A) any representation or warranty contained in Section 3.17 or (B) any covenant set forth in this Article 12 (collectively, “Indemnified Taxes”); provided, however, that Seller shall not have any indemnification obligation to the extent any Indemnified Taxes were specifically taken into account in the calculation of the Working Capital, Financial Indebtedness Amount, Accrued Taxes or Transaction Expenses Amount set forth in the Conclusive Closing Statement and which resulted in a reduction of the Closing Cash Payment. Notwithstanding the foregoing, Seller shall not have any liability pursuant to this Section 12.11 or otherwise under this Agreement with respect to any Tax or Damages (i) for Taxes for any taxable period (or portion thereof) that begins after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect that are due to the unavailability in any taxable years period (or periods portion hereof) beginning before the Closing Date and ending after the Closing Date of any net operating losses, credits or other Tax attribute from a taxable period (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period thereof) ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); or (iii) that were expressly included in the determination of Working Capital, Financial Indebtedness Amount, Accrued Taxes imposed on any member Amount, or Transaction Expenses Amount as finally determined pursuant to Section 2.7 and reduced the Purchase Price. For the avoidance of any affiliated group with which Axys and/or doubt, the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written). (b) Notwithstanding any other provisions of this Agreement to the contrary, from and after the Closing Date, DPII Section 12.11 shall be liable exclusively govern any claim for and shall indemnify Axys and indemnity by Buyer or its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect and shall control as to an Interim Period, the portion of any such Tax that is allocable matters (except for Transfer Taxes owed by Xxxxx to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related Seller pursuant to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangibleSection 12.6 hereof), deemed equal to the amount which would be.

Tax Indemnity. (ai) The Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties from any and all Losses arising out of, relating to or resulting from any Seller Indemnified Taxes in an amount not to exceed in the aggregate Five Million and No/100 Dollars ($5,000,000.00) (the “Tax Indemnification Cap”). Notwithstanding the foregoing, (x) the obligation of the Sellers to indemnify and hold harmless the Purchaser Indemnified Parties from any other provisions of this Agreement, from, and after the Closing Date, Axys all Non-Final Tax Indemnity Matter Costs (as defined below) shall not be liable subject to, and shall indemnify and hold harmless, DPIInot be counted against, the Tax Indemnification Cap and (y) the Sellers shall not be liable for any Taxes included as a liability in Final Closing Date Debt or any Taxes of the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to actions not in the Company with respect to taxable years ordinary course of business and not contemplated by this Agreement taken by Purchaser or periods ending the surviving corporation on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date Closing. (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period"ii) (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes Any indemnity payment required to be paid made pursuant to this Section 11.04(a) shall be made within sixty (60) days after Purchaser or reimbursed by Axys under the relevant Purchaser Indemnified Party makes written demand upon Sellers’ Representative; provided that, unless otherwise specified in Section 9.8(d11.04(a)(iii) or 11.04(a)(iv), the Sellers’ Representative may, in in that sixty (60) day period, dispute in writing the validity of the indemnity demand or the amount of the indemnity demand, and upon such written notice of the dispute being provided, the parties shall use commercially reasonable efforts to resolve any disputes. To the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII that Purchaser or the Company as a result of relevant Purchaser Indemnified Party and the Sellers’ Representative cannot resolve the tax indemnity dispute, the matter shall be submitted to an inaccuracy or breach of Independent Accountant in accordance with the representations and warranties dispute resolution procedure set forth in Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and (vi) Taxes or other payments required to be made after the date hereof by the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written1.05(e). (biii) Notwithstanding any other provisions of this Agreement anything in Section 11.04(a)(ii) to the contrary, from and after the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable to the Company which are allocableextent a written demand for indemnification under this Section 11.04 demands indemnification for Losses arising out of, pursuant relating to or resulting from any Seller Indemnified Taxes shown on a Seller Review Return that has been prepared in accordance with Section 9.8(c11.02(c) (including, if applicable, the dispute resolution procedures prescribed therein), the Sellers Representative shall not be entitled to dispute the portion amount of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Datesuch Seller Indemnified Taxes. (civ) In order Notwithstanding anything in Section 11.04(a)(ii) to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shallcontrary, to the extent permitted a written demand for indemnification under applicable lawthis Section 11.04 demands indemnification for Losses arising out of, elect with the relevant relating to or resulting from any Seller Indemnified Taxes shown on notice of, or other communication from a Taxing Authority to treatrelating to, for all purposesa Pre-Closing Tax Proceeding, the amount of Seller Indemnified Taxes shown thereon shall be presumed to be accurate for purposes of such demand. To the extent such Pre-Closing Date Tax Proceeding has not been fully and finally resolved (to such extent, a “Non-Final Tax Indemnity Matter”), the Sellers’ Representative shall have the option, but not the obligation, within twenty (20) days (or shorter period as may be prescribed by Law) to notify Purchaser that the last day Seller Representative desires to contest, challenge, appeal or otherwise dispute such Non-Final Tax Indemnity Matter, in which case the Sellers Representative shall have the right to control such Pre-Closing Tax Proceeding in accordance with Section 11.04(b). To the extent the Sellers’ Representative elects to dispute and control any such Non-Final Tax Indemnity Matter, the Sellers may postpone their obligation to satisfy their indemnification obligations under this Section 11.04 with respect to such Non-Final Tax Indemnity Matter, but the Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties from any and all additional Taxes, additions to Tax, penalties or interest relating to such Non-Final Tax Indemnity Matter and imposed on Purchaser or its Affiliates after the date of the taxable year or period of the Company, Sellers’ Representative’s election (“Non-Final Tax Indemnity Matter Costs”) and such Interim Period Non-Final Tax Indemnity Matter Costs shall not be subject to or counted against the Tax Indemnification Cap. For the sake of clarity and avoidance of doubt, the Non-Final Tax Indemnity Matter Costs shall be limited to those Tax matters directly related to the issues detailed on the applicable notice or communication from the Taxing Authority in dispute; to the extent that a Taxing Authority issues additional notices or other communications related to new or additional Tax matters that would otherwise be a Seller Indemnified Tax, such notices and communications shall be treated as a short taxable year and a Pre-Closing Period for purposes of separate claim pursuant to this Section 9.8(c). In 11.04. (v) Losses for which any case where applicable law does not permit the Company Purchaser Indemnified Party is entitled to treat the Closing Date indemnification under Section 11.04(a) shall be satisfied as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: follows: (i) in first if coverage for such Losses is available under the case of Taxes that are either (x) based upon or related to income or receiptsRep and Warranty Policy, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal under the Rep and Warranty Policy up to the amount which would beof any policy limit contained therein, (ii) second, to the extent such Losses are not recoverable under the Rep and Warranty Policy, from the Sellers directly. Purchaser shall use commercially reasonable efforts to recover Losses from the Rep and Warranty Policy to the fullest extent reasonably possible.

Tax Indemnity. In addition to and without limiting the generality of the above (but without duplication), Hxxxx shall indemnify the Purchaser Indemnified Parties in respect of and save them harmless from: (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable except to the Company with respect extent indemnified pursuant to taxable years paragraphs (b) or periods ending (c), any Taxes, costs, expenses and liabilities including reasonable legal or accounting or economists' fees which may be suffered or incurred by any Purchaser Indemnified Party relating to any period ended on or before the Closing Date (including, without limitation, any income taxes arising as a result or to the portion of any Section 338(h)(10) Election); (ii) with respect to taxable years taxation year or periods beginning before the Closing Date and period ending after the Closing Date that ends on the Closing Date, except to the extent that such Taxes were specifically accrued as a liability on the financial statements in the Prospectus or will be included as part of the Net Working Capital calculation; (a "Straddle Period")b) any Taxes, Taxes imposed costs, expenses and liabilities including reasonable legal or accounting or economists' fees which may be suffered or incurred by any Purchaser Indemnified Party relating to any period ended on or attributable to before the Company which are allocable, pursuant to Section 9.8(c), Closing Date or to the portion of such Straddle Period any taxation year or period ending after the Closing Date that ends on the Closing Date Date, that arise, directly or indirectly, in any manner whatsoever, as a consequence of or in connection with any assessment or reassessment of, or proposal to assess or reassess, the Company (an a "Interim PeriodTransfer Pricing Assessment") under sections 247 or 245 (Interim Periods but only to the extent it relates to transfer pricing matters) of the Tax Act (the "Transfer Pricing Rules"), and any taxable years such Transfer Pricing Assessment that may occur further to a competent authority procedure under Articles IX or periods that end on or prior to XXVI of the Closing Date being referred to collectively hereinafter as CANADA-UNITED STATES INCOME TAX CONVENTION (the "Pre-Closing PeriodsConvention"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (but only to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on and other amounts exceed any amount that is refunded to the DPII or the Company Vendor as a result of an inaccuracy or breach in connection with that Transfer Pricing Assessment in accordance with the INTERNAL REVENUE CODE (United States of America) or Articles IX or XXVI of the representations Convention and warranties set forth paid by the Vendor to the Company as required by Section 10.6; and (c) any Taxes, costs, expenses and liabilities including reasonable legal or accounting or economists' fees which may be suffered or incurred by any Purchaser Indemnified Party relating to any taxation year that commences on the Closing Date or within three (3) years after the Closing Date as a result of, in Section 3.24 respect of, connected with, or arising out of, under or pursuant to a breach of the covenants a representation and warranty contained in Section 4.1.17. The indemnity provided in this Article IXSection 9.8 shall survive (in the case of paragraph (a)) until 30 days after the expiry of any period during which any Purchaser Indemnified Party may be assessed or reassessed by any of the CCRA or the Internal Revenue Service (United States of America) (the "IRS") in connection with any issue to which the applicable indemnity relates, without duplication; and (viin the case of paragraph (b)) Taxes or other payments required to be made in respect of any particular taxation year of the Company until two years after the date hereof receipt by the Company of written notice from the CCRA of its intention to commence an audit relating to that year to which the indemnity in paragraph (b) may apply and in the case of paragraph (c) until 30 days after the expiry of any Person under period during which any Tax sharing, Purchaser Indemnified Party may be assessed or reassessed by any of the CCRA or the IRS in connection with any issue to which the applicable indemnity or allocation agreement entered into before relates in respect of any taxation year that commences on the Closing Date or within three years after the Closing Date. The obligation of Hxxxx under the indemnity in paragraph (whether oral b) shall not exceed US $3 million in respect of the aggregate amount of all claims under that paragraph and the indemnity in paragraph (c) shall not exceed U.S.$5million in respect of the aggregate amount of all claims under that paragraph. In the event that any Purchaser Indemnified Party is assessed or writtenreassessed for Taxes in respect of which an indemnity under this Section 9.8 may be payable by Hxxxx (a "Reassessment")., the Purchaser Indemnified Party shall notify Hxxxx in writing of the Reassessment within 30 days of receipt thereof by the Purchaser Indemnified Party. Notwithstanding the foregoing, any failure by the Purchaser Indemnified Party to so notify Hxxxx within 30 days shall not affect Hxxxx' obligation to indemnify the Purchaser Indemnified Party under this Section 9.8 except to the extent that such failure shall have materially prejudiced the defence against the Reassessment. Hxxxx shall: (a) have the right, at its option and expense, to participate in and be present at the defence against the Reassessment, which shall mean the right to be apprised of and be afforded the opportunity to comment upon any submissions but not to control the defence, negotiation or settlement thereof, which control shall at all times rest entirely with the Purchaser Indemnified Party, and (b) Notwithstanding co-operate fully with the Purchaser Indemnified Party in connection with the defence, negotiation or settlement of the Reassessment (including any other provisions appeal or competent authority procedure under Article IX or XXVI of this Agreement the CANADA-UNITED STATES INCOME TAX CONVENTION), which co-operation shall include the provision to the contrary, from Purchaser Indemnified Party of complete and after timely access to all relevant books and records of any relevant Person Affiliated with Hxxxx including any and all prior communications with the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against CCRA or the following amounts: IRS on transfer pricing or related matters (i) Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c"Issues"), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on all personnel currently employed by or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Date. (c) In order to apportion appropriately any Taxes relating under contract to any taxable year relevant Person Affiliated with Hxxxx having any knowledge whatsoever of the Issues and to all personnel previously employed by or period that includes an Interim Period, the parties hereto shall, under contract to any relevant Person Affiliated with Hxxxx having such knowledge to the extent permitted under applicable law, elect Hxxxx or a relevant Person Affiliated with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and Hxxxx can access such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would bepreviously employed personnel using reasonable best efforts.

Tax Indemnity. (a) Notwithstanding any other Subject to the provisions of this AgreementSections 9.2(d), from9.4(d), 9.5 and after (except as provided in the Closing Datesecond and third sentences of the definition of “Losses”) 9.7(b), Axys shall be liable to, and Seller shall indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns Buyer Indemnified Parties harmless from and against the following amounts: all Losses that Buyer Indemnified Parties incur arising from or out of or related to (without duplication): (i) all Taxes imposed on or attributable to any of the Company with respect to taxable years or periods ending on its Subsidiaries under Treasury Regulations section 1.1502-6 (and corresponding provisions of state, local or before the Closing Date (including, without limitation, any income taxes arising foreign Law) as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (being a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file federal, state, local or have filed a Tax Return on a foreign affiliated, consolidated, unitary, combined or unitary basis similar group for any taxable year or period beginning before ending on or before, or that includes, the Closing Date; , or as a result of transferor or successor liability; (ii) any inaccuracy or breach of any representation or warranty of Seller contained in Section 4.6(a) (solely to the extent related or attributable to Company Taxes) and Section 4.11; (iii) any inaccuracy or breach of any representation or warranty of Seller contained in Section 4.6(a) (solely to the extent related or attributable to Company Taxes) and Section 4.11, each of which representations and warranties will be deemed for purposes of this Section 7.8(a)(iii) to have been made by Seller as of the Closing Date; (iv) Taxes required (other than Transfer Taxes) that arise out of the Conversion Transactions and any liability under any Tax Sharing Agreement to be paid which any of the Company or reimbursed by Axys under Section 9.8(d) (to its Subsidiaries is a party as of the extent such Taxes have not been paid by Axys); date hereof or the Closing Date; (v) Taxes imposed on the DPII or the Company Seller’s share of Transfer Taxes, as a result of an inaccuracy or breach of the representations and warranties set forth in determined under Section 3.24 or a breach of the covenants contained in this Article IX, without duplication; and 7.2; (vi) Company Taxes or other payments required for any Pre-Closing Period and, with respect to be made after any Straddle Period, the date hereof by portion of the Company Taxes for such Straddle Period allocated to the Pre-Closing Portion pursuant to Section 7.4; and (vii) any Person under breach of any Tax sharingcovenant or agreement of Seller contained in Section 6.1(b)(xiii), indemnity or allocation agreement entered into before the Closing Date (whether oral or writtenSection 6.1(b)(xv), Section 6.18, Section 6.19, Section 6.20 and this Article VII. (b) Notwithstanding any other provisions of this Agreement to the contrary, Buyer shall indemnify and hold Seller Indemnified Parties harmless from and against all Losses that Seller Indemnified Parties incur arising from or out of or related to (without duplication): (i) Company Taxes for any period beginning after the Closing Date, DPII shall be liable and with respect to any Straddle Period, the portion of the Company Taxes for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable such Straddle Period allocated to the Company which are allocable, Post-Closing Portion of the Straddle Period pursuant to Section 9.8(c7.4 and Section 7.5), to the portion of any Straddle Period beginning after the Closing Date and ; (ii) Taxes imposed on Buyer’s share of Transfer Taxes, as determined under Section 7.2; and (iii) any breach of any covenant or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing Dateagreement of Buyer contained in this Article VII. (c) In order Subject to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim PeriodSection 9.2(d), the parties hereto shallParties shall have a duty to use commercially reasonable efforts to mitigate (and to cause their Affiliates (which, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Period, the portion of any such Tax that is allocable to the Interim Period shall be: (i) in the case of the Buyer, shall after the Closing include the Company and its Subsidiaries) to mitigate) any Loss for which indemnification is provided in this Section 7.8; provided that, for the avoidance of doubt, (i) a Buyer Indemnified Party shall not be required to take any action (or fail to take any action) to mitigate a Loss for which Seller is required to provide indemnification pursuant to this Section 7.8 if such action could reasonably be expected to have an adverse effect upon any Taxes that are either or Tax Returns (xor Tax attribute) based of any of Buyer or its Affiliates (including, after the Closing, any of the Company or its Subsidiaries) for any Post-Closing Period or any Post-Closing Portion of a Straddle Period, unless Seller agrees, in a manner reasonably satisfactory to Buyer, to indemnify Buyer in full for such adverse effect, and (ii) a Seller Indemnified Party shall not be required to take any action (or fail to take any action) to mitigate a Loss for which Buyer is required to provide indemnification pursuant to this Section 7.8 if such action could reasonably be expected to have an adverse effect upon any Taxes or related to income Tax Returns (or receiptsTax attribute) of any of Seller or its Affiliates (including, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal prior to the amount which would beClosing, any of the Company or its Subsidiaries) for any taxable period, unless Buyer agrees, in a manner reasonably satisfactory to Seller, to indemnify Seller in full for such adverse effect.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, SE Southeast Pipeline and after the Closing Date, Axys MLP GP shall be jointly and severally liable tofor, shall pay and shall protect, defend, indemnify and hold harmless, DPII, the Company and their respective officers, directors, Affiliates and assigns harmless Spectra MLP from and against the following amounts: all Losses Spectra MLP incurs arising from (i) Taxes imposed on or attributable to the Company with respect to taxable years or periods ending on or before the Closing Date (including, without limitation, any income taxes arising as a result of any Section 338(h)(10) Election); (ii) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes imposed on or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of such Straddle Period ending on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth contained in Section 3.24 or 4.10, (ii) any Taxes arising as a breach result of the covenants contained in this Article IX, without duplication; Pre-Closing Transactions or ownership of the Contributed Interests prior to the Effective Time and (viiii) from any Tax liabilities of Gulfstream as a result of the provisions of Treasury Regulation Section 1.1502-6 or any similar provision of foreign, state or local law. Spectra MLP shall be solely liable for, shall pay and shall protect, defend, indemnify and hold harmless each of SE Southeast Pipeline and MLP GP from any and all Taxes which relate to or other payments required to be made result from the income, Business, property or operations of Gulfstream after the date hereof by Effective Time attributable to the Company to any Person under any Tax sharing, indemnity or allocation agreement entered into before the Closing Date (whether oral or written)Contributed Interests. (b) Notwithstanding If any other provisions claim (an “Indemnified Tax Claim”) is made by any Tax Authority that, if successful, would result in indemnification of any Party (the “Tax Indemnified Party”) by another Party (the “Tax Indemnifying Party”) under this Agreement to Section 7.3, the contraryTax Indemnified Party shall promptly, from and after but in no event later than the Closing Date, DPII shall be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: earlier of (i) Taxes imposed on 45 days after receipt of notice from the Tax Authority of such claim or attributable to the Company which are allocable, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after the Closing Date and (ii) Taxes imposed on or attributable 15 days prior to the Companydate required for the filing of any protest of such claim, or for which notify the Company may otherwise be liable, for any taxable period that begins after the Closing DateTax Indemnifying Party in writing of such fact. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, The Tax Indemnifying Party (in cooperation with the parties hereto shall, other members of Gulfstream pursuant to the extent permitted under applicable law, elect with documents governing the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day management of the taxable year or period affairs of the Company, and such Interim Period Gulfstream) shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company control all decisions with respect to Taxes that are payable any Tax Proceeding involving an Indemnified Tax Claim and the Tax Indemnified Party shall take such action (including settlement with respect to an Interim Period, the portion of any such Tax Proceeding or the prosecution of such Tax Proceeding to a determination in a court or other tribunal of initial or appellate jurisdiction) in connection with a Tax Proceeding involving an Indemnified Tax Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney; provided, however, that is allocable to the Interim Period shall be: (i) in within 30 days after the case notice required by Section 7.3(b) has been delivered (or such earlier date that any payment of Taxes with respect to such claim is due but in no event sooner than five days after the Tax Indemnifying Party’s receipt of such notice), the Tax Indemnifying Party requests that are either such claim be contested, and (xii) based upon if the Tax Indemnified Party is requested by the Tax Indemnifying Party to pay the Tax claimed and xxx for a refund, the Tax Indemnifying Party shall have advanced to the Tax Indemnified Party, on an interest-free basis, the amount of such claim. The Tax Indemnified Party shall not make any payment of an Indemnified Tax Claim for at least 30 days (or such shorter period as may be required by Law) after the giving of the notice required by Section 7.3(b) with respect to such claim, shall give to the Tax Indemnifying Party any information requested related to income such claim, and otherwise shall cooperate with the Tax Indemnifying Party in order to contest effectively any such claim. (d) The Parties agree that any indemnification or receipts, payment obligation of SE Southeast Pipeline or MLP GP under this Section 7.3 relating to Losses suffered or incurred by Spectra MLP described in clauses (yi) imposed in connection with any sale or other transfer or assignment and (iii) of property (real or personal, tangible or intangible), deemed equal Section 7.3(a) relating to Gulfstream shall be limited to the amount which would beproduct of the Pre-Transaction Percentage and such Losses.

Tax Indemnity. (a) Notwithstanding any other provisions of this Agreement, from, and after the Closing Date, Axys shall be liable to, and shall Seller agrees to indemnify and hold harmless, DPII, harmless the Company and their respective officers, directors, Affiliates and assigns Buyer Indemnitees from and against the following amounts: Taxes (except for the Buyer Indemnitees' share of the Taxes referred to in Section 12.8 or to the extent reflected in the Closing Date Financial Statements) and, except as otherwise provided in Section 12.5 and 12.9(d), against any costs or expenses (including reasonable attorneys fees and expenses of outside counsel) incurred in contesting such Taxes ("Contest Expenses"): (i) all Taxes imposed on or attributable to the Company Parties with respect to taxable years or Taxable periods of such person ending on or before the Closing Date (includingDate, without limitationincluding all income, any income taxes arising as gains and other amounts earned or realized by the Company Parties through the Closing Date, all of which shall be included in the Seller's tax returns or in tax returns of consolidated or combined groups of which Seller is a result of any Section 338(h)(10) Election); member, (ii) the Company's proportionate share, based on its ownership interest in Atlantic, of all Taxes imposed on Atlantic with respect to Taxable periods of Atlantic ending on or before the Closing Date, including all income, gains and other amounts earned or realized by Atlantic through the Closing Date, (iii) all Taxes, if any, that would not otherwise have been payable by the Company or CPH in a period that ends after the Closing Date if the items of income, gain, loss and deduction that would be allocated to the general partnership interest in CPLP that is held by CPH for the period ended at the end of the Closing Date under the "closing of the books" method were excluded from the income of CPH, (iv) with respect to taxable years or 61 76 Taxable periods beginning on or before the Closing Date and ending after the Closing Date (a "Straddle Period")Date, all Taxes imposed on or attributable to the Company Parties or the Company's proportionate share, based on its ownership interest in Atlantic, of all Taxes imposed on Atlantic, in each case which are allocable, pursuant to Section 9.8(c12.1(c), to the portion of such Straddle Period period ending on the Closing Date Date, and (an "Interim Period"v) (Interim Periods and any taxable years all Taxes, if any, payable by the Company Parties or periods that end the Company's proportionate share, based on or prior to its ownership interest, of all Taxes payable by Atlantic after the Closing Date being referred arising from or related to collectively hereinafter as "Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated group with which Axys and/or the Company file or have filed a Tax Return on a consolidated, combined or unitary basis for any taxable year or period beginning before the Closing Date; (iv) Taxes required to be paid or reimbursed by Axys under Section 9.8(d) (to the extent such Taxes have not been paid by Axys); (v) Taxes imposed on the DPII or the Company as a result of an inaccuracy or breach of the representations and warranties set forth of the Seller in Section 3.24 or a breach of the covenants contained in this Article IX2.16(a)(vii), without duplication; (viii) and (viix) Taxes or other payments required to be made after the date hereof and that would not otherwise have been payable by the Company Parties or Atlantic. The obligations of the Seller under this Section 12.1 shall not be subject to any Person under any Tax sharingthe Seller Indemnification Cap, indemnity the Seller Indemnification Basket or allocation agreement entered into before the Closing Date (whether oral or writtenSeller Indemnification Threshold, but shall be subject to Section 12.9(d). (b) Notwithstanding The Buyer Parties agree jointly and severally to indemnify and hold harmless the Seller Indemnitees for (i) all Taxes and associated expenses not allocated to Seller pursuant to clauses (i), (ii) and (iii) of Section 12.1(a) (except as otherwise provided herein) and (ii) any other provisions obligation of this Agreement Seller arising from or relating to the contraryany act or failure to act by any Company Party, from and Atlantic, or any Buyer Party or any affiliate, successor or assignee of any of them occurring after the Closing Date, DPII . The obligations of the Buyer Parties under this Section 12.1 shall not be liable for and shall indemnify Axys and its officers, directors, Affiliates and assigns from and against the following amounts: (i) Taxes imposed on or attributable subject to the Company which are allocableBuyer Indemnification Cap, pursuant to Section 9.8(c), to the portion of any Straddle Period beginning after Buyer Indemnification Basket or the Closing Date and (ii) Taxes imposed on or attributable to the Company, or for which the Company may otherwise be liable, for any taxable period that begins after the Closing DateBuyer Indemnification Threshold. (c) In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Taxing Authority to treat, for all purposes, the Closing Date as the last day case of the taxable year or period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 9.8(c). In any case where applicable law does not permit the Company to treat the Closing Date as the last day of the taxable year or period of the Company with respect to Taxes that are payable with respect to an Interim Perioda Taxable period that begins on or before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the Interim Period portion of the 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, or (yB) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided under Section 12.8), deemed equal to the amount which would bebe payable if the Taxable period ended with the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of any Company Party or Atlantic, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) For purposes of this Article XII, the term "Closing Date" means the day on which the Principal Closing Transactions are consummated.