Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. 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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12.

Tax Indemnity. From (a) Notwithstanding any other provisions of this Agreement, from, and after the ClosingClosing Date, Buyer Axys shall be indemnified by H&H Group 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) 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 attributable to the CompanyCompany with respect to taxable years or periods ending on or before the Closing Date (including, Newco or without limitation, any Sold Subsidiary caused by or resulting from the sale income taxes arising as a result of the Newco Shares hereunder any Section 338(h)(10) Election); (except as provided in Section 9.12(cii) with respect to Transfer Taxes), (iii) any Taxes of any member of an affiliated, combined taxable years or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 periods beginning before the Closing Date but and ending after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based imposed on or measured by incomeattributable to the Company which are allocable, receiptspursuant to Section 9.8(c), or payroll to the portion 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 such Straddle Period that relates to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date (an "Interim Period") (Interim Periods and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject any taxable years or periods that end on or prior to the limitations 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 this Article 9 and shall be determined and satisfied in accordance with Section 3.24 or a breach of the procedures and limitations set forth covenants contained in this Article 9. There shall IX, without duplication; and (vi) Taxes or other payments required to be no duplication between made after the obligation date hereof by the Company to indemnify in Section 9.02 and any Person under any Tax sharing, indemnity or allocation agreement entered into before the obligation to indemnify in this Section 9.12Closing Date (whether oral or written).

Tax Indemnity. From and after the ClosingClosing Date, Buyer the Parent Indemnified Parties shall be indemnified by H&H Group from and against any Damages attributable to (i) any Taxes of the Company, Newco Company and the Sold its Subsidiaries for all any Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions)Period, (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 Pre-Closing Tax Period of any member of an affiliated, consolidated, unitary or combined or unitary group of which the Company, Newco Company or any Sold Subsidiary of its Subsidiaries (or any predecessor thereof) is or was a member on or prior to before the Closing Date, including pursuant to Treasury Regulation § Section 1.1502-6 (or any analogous or similar provision under state, local or foreign Tax law)Law, and (iviii) any Taxes of any Person (other than the Company, Newco and the Sold Company or any of its Subsidiaries) imposed on Newco the Company or any Sold Subsidiary of its Subsidiaries as a transferee or transferee, successor, by contract (excluding contracts with respect to which Taxes are an ancillary matter) or pursuant to any Law, which Taxes relate to any Tax period an event or portion thereof ending on or prior to 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 6.9(a) exceeds $20,000 in each instance or aggregated instances arising out of substantially similar or related facts and circumstances; provided, further, that Buyer the Parent Indemnified Parties shall not be indemnified entitled to any indemnification under this Section 6.9(a) with respect to any Taxes required to be collected from customers or 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) result from collected by the Company or any transaction occurring on of its Subsidiaries prior to the Closing Date but after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable held for remittance to or arise from, the relevant Tax Authority as of the Closing Date. For purposes of clauses (i) and would not have been incurred but for, any breach by Buyer of any provision (ii) of this Agreement. In Section 6.9(a), in the case of any taxable period Taxes that includes (but does not end on) are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the day before the Closing Date shall (a "Straddle Period"), x) in the amount case of any Taxes other than Taxes based on upon or measured by related to income, receipts, or payroll of the Companyemployment, 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 Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the taxable period Straddle Period ending on the day before the Closing Date and the denominator of which is the number of days in such the entire Straddle Period. Any indemnification obligations , and (y) in the case of H&H Group pursuant any Tax based upon or related to this Section 9.12 shall income, receipts, or employment be subject deemed equal to the limitations set forth in this Article 9 and shall amount which would be determined and satisfied in accordance with payable if the procedures and limitations set forth in this Article 9. There shall be no duplication between relevant taxable period ended on the obligation to indemnify in Section 9.02 and day before the obligation to indemnify in this Section 9.12Closing Date.

Tax Indemnity. From (a) The Sellers shall, jointly and after severally, indemnify the ClosingBuyers and their Affiliates (including the members of the Dresser-Rand Group) and each of their respective officers, Buyer shall be indemnified by H&H Group from directors, partners, stockholders, employees, agents and representatives and hold them harmless against (i) any Taxes all Tax liabilities of the Company, Newco and members of the Sold Subsidiaries Dresser-Rand Group (other than non-income taxes to the extent reflected as a liability in the calculation of the Final Net Working Capital Amount) for all Pre-taxable periods (or portions thereof in the case of a Straddle Period) ending on and including or before the Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions), Date and (ii) any Taxes imposed on or incurred by the Company, Newco or any Sold Subsidiary caused by or resulting from the sale all Tax liabilities of the Newco Shares hereunder Sellers and their Affiliates (except as provided other than the Dresser-Rand Group) for all taxable periods (or portions thereof in Section 9.12(cthe case of a Straddle Period) with respect to Transfer Taxes)ending on and including or before the Closing Date, (iii) all Tax liabilities imposed on 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 Sellers and their Affiliates (including the Closing Date, including pursuant to Treasury Regulation § Dresser-Rand Group) under Section 1.1502-6 of the Treasury Regulations (or any corresponding or similar provision under 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 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 the transactions set forth in step 2 of Exhibit B (provided that the indemnity contained in this subclause (v) 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 (ivvii) 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 Taxes transaction of any Person a member of the Dresser-Rand Group not in the ordinary course of business (other than the Company, Newco and the Sold Subsidiariestransactions contemplated hereunder) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to the Closing Date; provided, however, that Buyer shall not be indemnified to the extent such Taxes (A) result from any transaction occurring occurs on the Closing Date but after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Closing.

Tax Indemnity. From (a) Seller and after the Closing, Buyer USA Holdco shall be indemnified by H&H liable for and pay, and agree that they shall, jointly and severally indemnify, defend and hold harmless any Purchaser Indemnified Party from, against 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 from and against (i) any Taxes of other than the Company, Newco and ) for any taxable year; (2) imposed on the Sold Subsidiaries Company or for all which the Company may otherwise be liable for any Pre-Closing Tax Periods Period (includingother than Excluded Taxes); (3) imposed on the Company by reason of the Company being a member of any affiliated, consolidated, unitary, or combined group for a Tax period ending on or before the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions), Closing Date (ii) any including Taxes imposed on or incurred by the Company, Newco or any Sold Subsidiary caused by or resulting from the sale reason 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, including pursuant to Treasury Regulation § Section 1.1502-6 (or any similar comparable provision under of state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to successor under any Tax period allocation, sharing or portion thereof ending on assumption agreement or prior by operation of Law with respect to the Closing Datesuch period; provided, however, that Buyer shall not be indemnified to the extent such Taxes (A4) result resulting from any transaction occurring on the Closing Date but after the Closing that is outside the ordinary course breach of business Seller’s representations as set forth in Section 3.10; and not contemplated by this Agreement or (B5) are attributable to or arise from, and would not have been incurred but for, resulting from any breach by Buyer 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 provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Purchaser Indemnified Party for Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries Company for the a 103 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 extent a Tax Attribute from a Pre-Closing Tax Period is applied to reduce the Liability of the Company for such Taxes 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 deemed 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 Purchaser or the Company as a result of receiving such refund or credit) within three (3) Business Days of the 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 hold harmless Purchaser for any Tax for assessed against Purchaser or the entire taxable period multiplied Company by a fraction the numerator reason of which is the number such reduction or disallowance (net of calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in any Tax benefit resulting from such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12reduction or disallowance).

Tax Indemnity. From and after the ClosingEffective Time, Buyer the Lancashires shall be indemnified by H&H Group from jointly and against (i) any Taxes of the Company, Newco severally indemnify and hold harmless DPRC and the Sold Subsidiaries for all Pre-Closing Tax Periods (includingSurviving Corporation against the following Computec Taxes and, for the avoidance of doubt, against any Damages incurred in contesting or otherwise in connection with any such Taxes arising out of or related to the Reorganization Transactions), Computec Taxes: (iia) any Computec Taxes imposed on any Shareholder or incurred by Computec with respect to taxable years or periods ending on or before the Company, Newco or any Sold Subsidiary caused by or resulting from the sale of the Newco Shares hereunder Effective Time; (except as provided in Section 9.12(cb) with respect to Transfer Taxes)taxable years or periods beginning before the Effective Time and ending after the Effective Time, Computec Taxes imposed on any Shareholder or Computec which are allocable, pursuant to Section 10.2, below, to the portion of such taxable year or period ending on the Effective Time (iiian "Interim Period") (Interim Periods and any Taxes of any member of an affiliated, combined taxable years or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member periods that end on or prior to the Closing DateEffective Time being referred to collectively hereinafter as "Pre-Effective Periods"); (c) Computec Taxes imposed on any member of any affiliated group (other than Computec) with which any Shareholder files or has filed a Tax Return on a consolidated, including pursuant combined or unitary basis for a taxable year or period ending on or before the Effective Time; (d) Computec Taxes required to Treasury Regulation § 1.1502-6 be paid or reimbursed by any Shareholder under Section 10.4 or Section 10.5, below (to the extent such Computec Taxes have not been paid by such Shareholder); (e) Computec Taxes or additional Computec Taxes imposed on DPRC or the Surviving Corporation as a result of a breach of the representations and warranties set forth in Section 3.21 of this Agreement or of the covenants contained in this Article 10; (f) Computec Taxes or other payments required to be made after the Effective Time by the Surviving Corporation to any party under any Tax sharing, indemnity or allocation agreement (whether or not written); or (g) any foreign or United States federal, state or local income or franchise taxes imposed on the Surviving Corporation under Section 1374(a) of the Code (or any similar provision under state, state or local income or foreign Tax law), and (ivfranchise tax provision) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, result of the transactions contemplated hereunder. DPRC has been advised by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to the Closing Date; provided, however, DPRC Auditor that Buyer it shall not be indemnified required to file an amended Tax Return with respect to the reclassification of recruiting expenses in connection with the annual Financial Statements attached as Schedule 4.8 hereto. Accordingly, to the extent that DPRC files an amended Tax Return with respect to 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 (B) are attributable to or arise fromreclassification, DPRC shall be responsible for, and would not have been incurred but neither of the Lancashires shall be required to indemnify DPRC for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Computec Taxes based on or 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 Pre-Closing Tax Period shall be deemed to be the amount arising out of such amended 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 and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Return.

Tax Indemnity. From and after the Closing, each Buyer shall and each Acquired Company shall, notwithstanding anything to the contrary in the Agreement and furthermore notwithstanding Buyers’ Knowledge, be indemnified by H&H Group Seller and Altor, jointly and severally, from and against any Taxes and Losses attributable to (i) any all Taxes (or the non-payment thereof) of the Company, Newco Seller and the Sold Subsidiaries Acquired Companies for all Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions), Periods; (ii) any all 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 for Pre-Closing Tax Periods of any member of an affiliated, consolidated, combined or unitary group of which any of the Company, Newco or any Sold Subsidiary Acquired Companies is or was a member on or prior to the Closing Date, including pursuant to US Treasury Regulation § Regulations Section 1.1502-6 (or any similar provision under of state, local or foreign Tax law), ; and (iviii) any Taxes and Losses attributable to or arising from a breach by Seller of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to the Closing Datecovenant in Clause 19; provided, however, that Buyer Buyers shall not be indemnified to the extent such Taxes (A) result from any transaction occurring on were taken into account in determining the Closing Date but after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise fromPurchase Price, and would not have been incurred but for, any breach by Buyer of any provision of this Agreementas finally determined under Clause 8. In the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"”), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries Acquired Companies 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 Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12.

Tax Indemnity. From and after the ClosingClosing Date, the Common Stock Selling Shareholders shall each jointly and severally indemnify and hold harmless Buyer shall be indemnified by H&H Group from and MEI or PPC, as the case may be, against (i) the following Taxes and, against any Taxes of the Companyloss, Newco and the Sold Subsidiaries for all Pre-Closing Tax Periods (damage, liability or expense, including, for the avoidance of doubt, any such Taxes arising out of or related but not limited 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 (and except as provided in Section 9.12(c12(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 PPC, as the case may be, with respect to Transfer Taxes)any taxable years or periods ending on or before the Closing Date; (ii) Any reduction (other than by application against Taxes due and payable) of prepaid Tax, a Tax receivable, a Tax refund, or other Tax benefit included as an asset, or otherwise taken into account, in determining the Actual Closing Date Net Working Capital of MEI and PPC; (iii) Taxes or additional Taxes imposed on MEI or PPC, as the case may be, that are allocable, pursuant to Section 12(b) below, to the portion of such 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 member of an affiliated, combined 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 unitary group of which the Company, Newco or any Sold Subsidiary is or was a member periods that end on or prior to the Closing Date, including pursuant Date being referred to Treasury Regulation § 1.1502collectively hereinafter as "Pre-6 (or any similar provision under state, local or foreign Tax lawClosing Periods"), and ; (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) or additional Taxes imposed on Newco MEI or PPC, as the case may be, or Buyer for any Sold Subsidiary Pre-Closing Periods as a transferee result of a breach of the representations and warranties set forth in Section 4(j) with respect to MEI and Section 5(j) with respect to PPC of this Agreement or successorof the covenants contained in this Section 12; and (v) Taxes or other payments required to be made after the date hereof by MEI or PPC, by contract as the case may be, or pursuant Buyer for any Pre-Closing Period to any Law, which Taxes relate to party under any Tax period sharing, indemnity or portion thereof ending on allocation agreement (whether or prior to the Closing Date; provided, however, that Buyer shall not be indemnified written) and (vi) to the extent such not otherwise indemnified under clauses (i) and (iii) above, Taxes (A) imposed as 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and distribution or transfer of the Sold Subsidiaries for Excluded Properties to the Pre-Closing Tax Period Selling Shareholders or other Parties. Common Stock Selling Shareholders' obligations under this Section 12 shall be determined based on an interim closing of adjusted for any tax savings, reduction or benefit actually realized by MEI or PPC (or their successors and assigns) in connection with 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be matter subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12indemnification claim.

Tax Indemnity. From and after Subject to the Closing, Buyer provisions of this Section 11 the Escrow Account shall be indemnified by H&H Group 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: (ia) any breach of a Representation and Warranty of the Company contained in Section 11.1, in particular but not limited to any withholding taxes which arise from any breaches thereof; (b) any breach of the covenants contained in Section 11; (c) any liability for Taxes or any claim by any third party alleging or involving liability for Taxes of the Acquired Companies or with respect to the assets of the Acquired Companies for or caused in any taxable year or period that ends on or before the Closing Date and with respect to or caused in any Straddle Tax Period, any Pre-Closing Date Straddle Tax Period (except to the extent such liability was taken into account in the Working Capital Estimate); (d) any Taxes imposed upon any Acquired Company with respect to the Option Settlement Agreements or 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 CompanyConvertible 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, Newco 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 Sold Subsidiaries for amount of all Pre-Closing Tax Periods (includingother 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, for 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 Taxes arising out of or related Tax relates 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 incorrect Tax balance sheets for periods starting prior to the Closing Date, including pursuant Date which have been corrected (Bilanzberichtung) with effect to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof periods ending on or prior to after the Closing Date; provided, however, that Buyer Date due to expiration of the statute of limitation. The Escrow Account shall not be indemnified available for indemnification payment for any Damages suffered or incurred by any of the Indemnitees, or to which the Indemnitees have otherwise become subject, 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 (B) Damages are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (accounted for in a "Straddle Period"), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations specific reserve set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between financials used to calculate the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Acquired Companies Working Capital.

Tax Indemnity. From (a) Seller Parent shall indemnify Buyer and after its Affiliates (including the ClosingSold Companies) and each of their respective officers, Buyer shall be indemnified by H&H Group from directors, employees and agents and hold them harmless against (i) any Taxes all Tax liabilities of Seller Parent, the Sold Companies or their Affiliates for all taxable periods (or portions thereof in the case of a Straddle Period) ending on or before the Closing Date except to the extent of the Companyamounts reflected on the Final Statement of Net Asset Value and all Losses, Newco claims, liabilities, costs, and the Sold Subsidiaries for expenses relating to such Tax liabilities, (ii) all Pre-Closing Taxes that are Excluded Liabilities described in Section 2.2(c)(ix) hereof, (iii) all Tax Periods (including, for the avoidance of doubt, any such Taxes liabilities arising out of or related due to the Reorganization Transactions)any breach of any representation or warranty in Section 3.12, (ii) any Taxes imposed treating such representation or warranty as though made on or incurred by the Company, Newco or any Sold Subsidiary caused by or resulting from the sale and as 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 date hereof and the Closing Date, including except to the extent such representation or warranty relates to a specified date (in which case such representation and warranty shall be true and correct only on and as of such specified date), covenant or other agreement of any Share Seller contained in this Agreement, (iv) Taxes (net of all foreign tax credits attributable thereto that are actually realized within three years of the Closing Date) imposed on subpart F income (as defined in Section 952 of the Code) or as a result of a Section 956 inclusion (as defined in Section 956 of the Code) in respect of the Sold Companies that is allocable to any taxable period (or portion thereof in the case of a Straddle Period) ending on or before the Closing Date based on a closing of the books method as of the Closing Date (for clarification, the determination of Taxes will be calculated based on a hypothetical closing of the books method on the Closing Date, even though Law may require the calculation of such Taxes on an annual basis, thus, any dividends, distributions, or other actions of the Sold Companies after the Closing will not affect such determination), (v) any liability for Taxes imposed on any of the Sellers, their Affiliates or the Sold Companies (including, without limitation, by manner of withholding) as a result of the transactions contemplated by this Agreement (other than any Transfer Taxes required to be paid by Buyer pursuant to Section 5.22(b)), any internal restructuring in anticipation of the transactions contemplated by this Agreement (other than Taxes that Buyer is obligated to indemnify Seller Parent for pursuant to Section 5.7(c))or any repayment, discharge, cancellation, or extinguishment of an intercompany liability, (vi) any liability for Taxes of the Share Sellers or their Affiliates (other than any of the Sold Companies), (vii) any liability for Taxes attributable to any entity other than the Sold Companies but imposed on any of the Sold Companies pursuant to Treasury Regulation § Section 1.1502-6 (or similar provision of state, local, or foreign Law solely as a result of such Sold Company having been a member of Share Sellers’ Group or any similar provision under stateRetained Affiliate Group, local or foreign (viii) any Tax lawEqualization Clawback amount for which it is liable pursuant to Section 5.7(c), and (ivix) any liability for Transfer Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, required to be paid by contract or Seller Parent pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"Section 5.22(b), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12.

Tax Indemnity. From and after the ClosingClosing Date, Buyer Times Mirror shall be indemnified by H&H Group from indemnify and hold harmless Acquiror, Mosbx xxx their respective subsidiaries against the following Taxes and, against any loss, damage, liability or expense, including, but not limited to, reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any such Taxes: (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 Times Mirror or incurred by Mosbx xxx its subsidiaries with respect to taxable years or periods ending on or before the Company, Newco or any Sold Subsidiary caused by or resulting from the sale of the Newco Shares hereunder Closing Date; (except as provided in Section 9.12(cii) with respect to Transfer Taxes)taxable years or periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on Times Mirror or Mosbx xxx its subsidiaries which are allocable, pursuant to Section 11.1(b) below, to the portion of such taxable year or period ending 55 on the Closing Date (iiian "Interim Period") (Interim Periods and any Taxes of any member of an affiliated, combined taxable years or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member periods that end on or prior to the Closing Date, including pursuant Date being referred to Treasury Regulation § 1.1502collectively hereinafter as "Pre-6 (or any similar provision under state, local or foreign Tax lawClosing Periods"), ; and (iviii) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco any member of an affiliated group with which Mosbx xx any of its subsidiaries files or any Sold Subsidiary as has filed a transferee Tax Return on a consolidated, combined or successor, by contract unitary basis for a taxable year or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to before the Closing Date; provided, however, that Buyer . Times Mirror shall not be indemnified have any obligation to indemnify Mosbx xxx its subsidiaries with respect to Taxes that are not measured with respect to income ("Non-Income Taxes") until all such Non-Income Taxes shall, in the aggregate, exceed $500,000 and then only to the extent of such Taxes (Aexcess. The tax indemnity under this Section 11.1(a) result shall not cover tax liabilities resulting from any transaction occurring transactions of Mosbx xxx in the ordinary course of business that occurred on the Closing Date but after the Closing Effective Time. The parties agree that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer tax consequences of any provision of this Agreement. In such transaction shall be reflected on the case of any taxable period that includes (but does not end on) the post-Closing Date (a "Straddle Period"), the amount Tax Returns of any Taxes based on or measured by income, receipts, or payroll Mosbx xx provided under Section 1.1502-76(b)(ii)(B) of the CompanyTreasury Regulations and any similar state, 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12local or foreign tax provisions.

Tax Indemnity. From (a) Subject to the provisions set forth in this Agreement, from and after the Closing, Seller agrees to indemnify Buyer shall be indemnified by H&H Group from and its officers, directors, employees, agents Representatives and Affiliates (including, after the Closing, the Sold Companies) and hold each of them harmless 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)Seller, (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) Sold Companies or with respect to Transfer Taxesthe Purchased Assets for all taxable periods ending on or before the Closing Date and, with respect to any taxable period that begins before and ends after the Closing Date (a “Straddle Period”), any Taxes allocable (pursuant to Section 5.6(g)) to the portion of 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 affiliated, combined consolidated, combined, or unitary group of which any of the Company, Newco Sold Companies (or any Sold Subsidiary predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § Regulations Section 1.1502-6 (or any analogous or similar provision under state, local local, or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco non-U.S. law or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior regulation. Notwithstanding anything herein to the Closing Date; providedcontrary, however, that Buyer the Tax indemnity provided under this Section 5.6(a) shall not be indemnified to the extent such Taxes cover Tax Liabilities (AI) result resulting from any transaction occurring engaged in, by, or with a Sold Company outside the ordinary course of business that occurs after the Closing on the Closing Date but or (II) resulting from any action taken after the Closing on the Closing Date by Buyer, any of its Affiliates, or any transferee of Buyer or its Affiliates that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12business.

Tax Indemnity. From and after the ClosingClosing Date, the Seller shall indemnify and hold the Buyer shall be indemnified by H&H Group Indemnified Parties harmless from and against all liability for (i) Taxes imposed on or payable by or with respect to the Company Entities for any Taxes of the Company, Newco and the Sold Subsidiaries for all Pre-Closing Tax Periods (includingPeriods, including for the avoidance of doubt, doubt Taxes that arise from or are attributable to any such Taxes arising out election made pursuant to Section 965(h) of or related to the Reorganization Transactions)Code, (ii) any Taxes imposed on or incurred by the Company, Newco or any Sold Subsidiary caused payable by or resulting from the sale of the Newco Shares hereunder (except as provided in Section 9.12(c) with respect to Transfer Taxes)the Company Entities which are allocable to the pre-Closing portion of a Straddle Period, (iii) Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law, as a result of having been at any time prior to the Closing a member of a consolidated, combined, unitary or similar group for purposes of any Tax, as a result of any Tax Sharing Agreement, including Combined Taxes, (iv) any Taxes of any member a Person other than the Company Entities for which a Company Entity is or becomes liable as a result of an affiliatedaction, combined omission, event, transaction, agreement, relationship or unitary group connection occurring or existing at any time prior to the Closing, including without limitation any Taxes of a Person other the Company Entities for which a Company Entity is or becomes liable as a result of being a transferee or successor of such Person, (v) Taxes imposed on or payable with respect to the CompanyCompany Entities that arise or result from the Reorganization, Newco (vi) Taxes imposed on or payable with respect to the Company Entities for any Pre-Closing Tax Period, for a Straddle Period, or for a tax period that begins immediately following the Closing Date, in each case, which Taxes result from any inclusion under Section 951 or 951A of the Code (or any Sold Subsidiary similar or corresponding provision of state or local Law) by any Company Entity with respect to the pre-Closing portion of the Straddle Period income of a foreign entity, (vii) Taxes resulting from a breach of a representation or warranty contained in Section 2.18; provided that no claim shall be made under this clause (vii) for Taxes for any taxable period or portion thereof after the Closing Date, (viii) Taxes resulting from a breach by the Seller of this Section 5.7 and (ix) any Losses, liabilities, costs and expenses, including reasonable attorneys’ fees, incurred or arising in connection with or in respect of the assessment, assertion, contest or imposition of a Tax described in any of clauses (i) through (viii) (the sum of (i) through (ix) being referred to herein as a “Tax Loss”); provided, however, that the Seller shall not be required to indemnify the Buyer Indemnified Parties for (A) any Taxes that were included in the calculation of the Closing Net Working Capital as finally determined under Section 1.8 of this Agreement or (B) any Tax Loss arising out of or resulting from failure to comply with applicable Tax Laws concerning transfer pricing (a “Transfer Pricing Matter”). Not later than 20 Business Days after receipt by the Seller of written notice from the Buyer stating that any Tax Loss has been incurred by a Buyer Indemnified Party and the amount thereof, the Seller shall discharge its indemnification obligation with respect to such Tax Loss by paying to the Buyer an amount equal to the amount of such Tax Loss. The Seller shall be entitled to setoff any obligation to make a payment to the Buyer under this Section 5.7(g) with any amount then payable to it by the Buyer under Section 5.7(c). The payment by a Buyer Indemnified Party of any Tax Loss shall not relieve the Seller of its obligation under this Section 5.7(g). The Parties agree that (x) the Buyer Indemnified Parties’ right to make claims for indemnification under this Section 5.7(g) shall be subject to the limitations and conditions set forth in clauses (i), (ii) and (iv) through (vii) of Section 7.2; provided, however, that the limitations and conditions set forth in clauses (ii) and (iv) of Section 7.2 shall not apply to any claim for indemnification under Section 5.7(g)(iii) (and items described in Section 5.7(g)(ix) that relate to such a claim), and provided further, that the limitations and conditions set forth in clause (ii) of Section 7.2, other than the Cap, shall not apply to claims made in respect of (A) Taxes described in Section 5.7(g)(v), (B) Taxes described in Section 5.7(g)(viii), (C) matters expressly identified in the Company Disclosure Schedules with respect to which it is or was a member reasonably apparent on its face of such disclosure that it relates 50 to Tax matters on or prior to the Closing Date, including pursuant except to Treasury Regulation § 1.1502-6 the extent the identified matters are Transfer Pricing Matters, (D) Taxes accurately accrued or any similar provision under statereserved on the books and records of the Company and its Subsidiaries on the Closing Date, local or foreign Tax law(E) Taxes described in Section 5.7(e), and (ivF) in the case of a claim described in any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to the Closing Date; provided, however, that Buyer shall not be indemnified to the extent such Taxes foregoing clauses (A) result from any transaction occurring on the Closing Date but through (E), items described in Section 5.7(g)(ix) that relate to such claim; (y) no claim shall be brought under this Section 5.7(g) after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Cut-Off Date (a "Straddle Period"as defined in Section 7.1), except for any claim under Section 5.7(g)(iii) (and items described in Section 5.7(g)(ix) relating to such claim); and (z) the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries Losses for the Pre-Closing Tax Period which a Buyer Indemnified Party seeks a claim under this Section 5.7(g) 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.127.5.

Tax Indemnity. From (a) The Sellers shall indemnify and after defend the ClosingBuyers and their Affiliates (including the Sold Companies and the Subsidiaries) and each of their respective officers, Buyer shall be indemnified by H&H Group from directors, employees and agents and hold them harmless against all Losses that any such party may incur or suffer (i) for federal, state, local and foreign income, franchise or similar Taxes (including any Loss for Tax of the Sold Companies, Subsidiaries, Venture Entities (but only to the extent of the Sellers' direct Liability for 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 DateVenture Entity, including pursuant to joint and several Liability) and Separate Assets under Treasury Regulation § Section 1.1502-6 (or any similar provision under of state, local or foreign Tax law)Law) ("INCOME TAXES") and all Taxes other than Income Taxes ("OTHER TAXES") of the Sold Companies, and Subsidiaries, Venture Entities (iv) any but only to the extent of the Sellers' direct Liability for Taxes of any Person (other than the Companysuch Venture Entity, Newco including joint and the Sold Subsidiariesseveral Liability) imposed on Newco or any Sold Subsidiary as a transferee or successorand Separate Assets, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof in each case for all taxable periods ending on or prior to before the Closing Date; provided, however, Date and the portion of the Straddle Period that Buyer shall not be indemnified to begins before the extent such Taxes (A) result from any transaction occurring Closing Date and ends on the Closing Date but after the Closing ("PRE-CLOSING STRADDLE PERIOD"); PROVIDED, that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In in the case of any U.S. state in which Taxes for any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes are based on or 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 profits earned in any prior taxable period or portion thereof preceding the Closing Date and Date, the amount taxable period for purposes of other Taxes of the Company, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period this Section 5.5(a) shall be deemed to be the amount of include any such Tax for the entire prior taxable period multiplied by a fraction or portion thereof, (ii) for any breach of the numerator of which is the number of calendar days in the taxable period ending on the Closing Date Sellers' representations and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations warranties set forth in this Article 9 Section 3.11 and, solely as they relate to entity classification for U.S. federal income tax purposes, Sections 3.3 and shall be determined 3.4, (iii) for federal, state, local and satisfied foreign Taxes arising as a result of Torrington's receipt or payment of those amounts in accordance respect of the 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 that certain prospectus of IR, filed with the procedures 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 limitations set forth (vi) arising out of or incident to the imposition, assessment or assertion of any Tax described in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12clauses (i), (ii), (iii), (iv) or (v) above.

Tax Indemnity. From (a) Sellers jointly and after severally agree and shall indemnify and hold harmless the ClosingBuyer and BPC (collectively the "Indemnitees"), Buyer shall be indemnified by H&H Group from and against any and all Taxes or related costs (i) imposed on or incurred by Sellers or BPC for any Taxes taxable year or taxable period ending on or prior to the close of the Company, Newco Effective Date (including any short periods up to and including the Sold Subsidiaries for all close of the Effective Date and any Pre-Closing Tax Periods Effective Straddle Period (including, for the avoidance of doubt, any such with Taxes arising out of or related with respect to the Reorganization TransactionsPre-Effective Straddle Period determined on a "closing of the books basis" by assuming that the books of BPC were closed at the close of the Effective Date; provided, however that real and personal property taxes shall be calculated on an annual basis, and apportioned on a daily basis)), (ii) any Taxes imposed on or incurred by Buyer or BPC arising out of the purchase contemplated hereby, (iii) imposed on or incurred by the Company, Newco or Indemnities resulting solely as a result of BPC having been included in 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 affiliatedconsolidated, combined or unitary group of which the Company, Newco Tax Return for any Taxable period (or any Sold Subsidiary is or was a member portion thereof) ending on or prior to before the Closing Date, including Effective Date pursuant to Treasury Regulation § Section 1.1502-6 (6(a) or any analogous or similar provision under state, local or foreign Tax law), and law or regulations; (iv) imposed on BPC, or for which BPC may otherwise be liable, resulting from any Section 338(h)(10) Election (including, but not limited to any Taxes under Section 1374 of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco Code or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior imposed with respect 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 transactions contemplated by this Agreement by a state, local or foreign jurisdiction that does not have provisions similar to the election available under Section 338(h)(10) of the Code), or from BPC ceasing to be a member of any consolidated, combined or unitary group; (Bv) are attributable arising as a result of a breach of any of the representations or covenants related to or arise fromTax matters contained in this Agreement, and would not have been (vi) imposed on or incurred but forby the Buyer, or Sellers with respect to reasonable attorneys' fees and expenses with respect to contesting any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes indemnified Taxes referred to in clause (but does not end oni) the Closing Date and (a "Straddle Period"ii), above incurred by the amount of Buyer or BPC, as well as any Taxes based on applicable interest, penalty or measured by incomeadditional charge with respect to such Taxes. Sellers jointly and severally agree and shall indemnify Indemnitees from and against any and all sales, receipts, transfer and other like taxes and recording fees payable in connection with this Agreement 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 transactions contemplated hereby solely to the Pre-Closing Tax Period shall be deemed extent Sellers have agreed to be the amount of pay such 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 and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this taxes under Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.124.12.

Tax Indemnity. From (i) Notwithstanding any other provisions of this Agreement, from and after the ClosingClosing Date, Buyer Seller shall be indemnified by H&H Group from liable to, and shall indemnify and hold harmless, Purchaser and the Seller Subsidiaries against (i) any the following Taxes, but only for Taxes in excess of the Companysum of Taxes paid prior to December 31, Newco 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 Sold Subsidiaries for all Pre-Closing Tax Periods (includingordinary course of business, in accordance with past practice, with respect to business operations for the avoidance period of doubtJanuary 1, any such Taxes arising out of or related to 1998 through the Reorganization Transactions), Closing Date: (iiA) any Taxes imposed on the Seller Subsidiaries with respect to taxable years or incurred by periods ending on or before the Company, Newco or any Sold Subsidiary caused by or resulting from the sale of the Newco Shares hereunder Closing Date; (except as provided in Section 9.12(cB) with respect to Transfer Taxes)taxable years or periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Seller Subsidiaries which are allocable, pursuant to such clause (iiiii) hereof, to the portion of such taxable year or period ending on the Closing Date (an "INTERIM PERIOD") (Interim Periods and any Taxes of any member of an affiliated, combined taxable years or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member periods that end on or prior to the Closing Date, including pursuant Date being referred to Treasury Regulation § 1.1502collectively hereinafter as "PRE-6 CLOSING PERIODS"); (C) Taxes imposed on any member of any affiliated group with which the Seller and the Seller Subsidiaries or any similar provision under stateSeller Subsidiary files or has filed a Tax Return on a consolidated, local combined or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco unitary basis for a taxable year or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to beginning before the Closing Date; provided, however, that Buyer shall not (D) Taxes required to be indemnified paid or reimbursed by the Seller under subsection (i)(iii) hereof (to the extent such Taxes have not been paid by Seller); (AE) result from any transaction occurring Taxes or additional Taxes imposed on the Closing Date but after Purchaser or the Closing that is outside Seller Subsidiaries as a result of a breach of the ordinary course representations and warranties set forth in Section 2.12 of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 covenants contained in this subsection (i) without duplication; or (F) Taxes or other Taxes of the Company, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed payments required to be made after the amount of such date hereof by the Seller Subsidiaries to any party under any 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 and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12sharing, indemnity or allocation agreement (whether or not written).

Tax Indemnity. From (a) Each Stockholder and after each Option Holder shall severally (in accordance with, and to the Closingextent of, Buyer shall be indemnified by H&H Group the Stockholders’ respective Allocable Portions, and the Option Holders’ respective portions as determined under Section 2.13), and not jointly, indemnify, defend and hold harmless each of Holdings, the Surviving Company, the Company and its Subsidiaries, and Parent and its Affiliates from and against against: (ia) the breach of any representation or warranty by Holdings or the Company in Section 3.23, (b) any and all Taxes (or the non-payment thereof) of Holdings, the Company, Newco Company and the Sold Subsidiaries for all taxable periods ending on or before the Closing Date, and the portion through the end of the Closing Date for any taxable period that begins before and ends after the Closing Date (the “Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization TransactionsPeriods”), (iic) 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 and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Holdings, the Company, Newco Company or its Subsidiaries (or any Sold Subsidiary predecessor of Holdings, the Company or the Subsidiaries) is or was a member on or prior to the Closing Date (other than any such group of which Holdings, the Company or any of its Subsidiaries becomes a member on the Closing Date, including ) pursuant to Treasury Regulation § Section 1.1502-6 (of the Treasury Regulations or any analogous or similar provision under state, local or foreign Tax law)law or regulation, and (ivd) any and all Taxes of any Person (other than Holdings, the Company, Newco Company or any of the Subsidiaries and the Sold Subsidiariestheir respective predecessors) imposed on Newco Holdings, the Company or any Sold Subsidiary the Subsidiaries as a transferee or successor, by contract (excluding customary Tax indemnification provisions in contracts not primarily relating to Taxes) or pursuant to any Lawlaw, rule or regulation, which Taxes relate to an event or transaction occurring before Closing; and (e) any Tax period and all Taxes arising out of or portion thereof ending on resulting from any non-performance or prior breach by Stockholders’ Representative of any covenant or agreement of Stockholders or Stockholders’ Representative set forth in Section 5.10 or in this Article VI; provided that each Stockholder and each Option Holder shall have no obligation to indemnify and hold harmless Holdings, the Closing Date; providedSurviving Company, howeverthe Company or any of its Subsidiaries, that Buyer shall not be indemnified to the extent such or Parent or any of its Affiliates against any Adverse Consequences consisting of, or relating to, Taxes resulting from (Ax) 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 business, or (By) are attributable that result from the breach by Parent or Merger Sub of any representation or warranty in Section 4.14 or the non-performance or breach by Parent or Surviving Company of any covenant or agreement of Parent or Surviving Company set forth in Section 5.10 or in this Article VI and provided further, that clauses (a), (b), (c), (d) and (e) shall not apply to the extent that such Taxes do not exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) included in the calculation of Estimated Net Working Capital or arise from, Final Net Working Capital. Parent shall indemnify and would not have been incurred but for, hold harmless the Stockholders’ Representative and each Stockholder Indemnified Party from and against any and all Taxes and other Adverse Consequences arising out of or resulting from any breach by Buyer Parent of any provision of this Agreement. In representation or warranty in Section 4.14 or the case non-performance or breach by Parent or Surviving Company of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount covenant or agreement of any Taxes based on Parent or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations Surviving Company set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth Section 5.10 or in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12VI.

Tax Indemnity. From Notwithstanding anything to the contrary in this Agreement, from and after the Closing, Seller shall indemnify and hold harmless Buyer shall be indemnified by H&H Group and its Affiliates (including the Acquired Companies after the Closing), in each case, without duplication, from any and against all Damages in respect of: (i) any Taxes of the Company, Newco and the Sold Subsidiaries Acquired Companies for all any Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions), Period; (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 all liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company, Newco Acquired Companies are or any Sold Subsidiary is or was were a member on or prior to the Closing Date, including pursuant to Treasury Regulation § Section 1.1502-6 (or any analogous or similar provision under state, local or foreign Tax law), 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 Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or liability pursuant to any Law, which Taxes relate 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 thereof) that begins after the Closing Date, (ii) that are due to the unavailability in any taxable period (or portion hereof) beginning after the Closing Date of any net operating losses, credits or other Tax attribute from a taxable period (or portion thereof) ending on or 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 (Biii) are attributable that were expressly included in the determination of Working Capital, Financial Indebtedness Amount, Accrued Taxes Amount, or Transaction Expenses Amount as finally determined pursuant to or arise fromSection 2.7 and reduced the Purchase Price. For the avoidance of doubt, and would not have been incurred but for, the provisions of this Section 12.11 shall exclusively govern any breach claim for indemnity by Buyer of any provision of this Agreement. In the case of any taxable period that includes or its Affiliates with respect to Taxes and shall control as to Tax matters (but does not end on) the Closing Date (a "Straddle Period"), the amount of any except for Transfer Taxes based on or measured owed 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 Xxxxx to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group Seller pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.1212.6 hereof).

Tax Indemnity. From (i) Notwithstanding any other provisions of this Agreement, from and after the ClosingClosing Date, Buyer Seller shall be indemnified by H&H Group from liable to, and shall indemnify and hold harmless, Purchaser and the Seller Subsidiaries against (i) any the following Taxes, but only for Taxes in excess of the Companysum of Taxes paid prior to December 31, Newco 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 Sold Subsidiaries for all Pre-Closing Tax Periods (includingordinary course of business, in accordance with past practice, with respect to business operations for the avoidance period of doubtJanuary 1, any such Taxes arising out of or related to 1998 through the Reorganization Transactions), Closing Date: (iiA) any Taxes imposed on the Seller Subsidiaries with respect to taxable years or incurred by periods ending on or before the Company, Newco or any Sold Subsidiary caused by or resulting from the sale of the Newco Shares hereunder Closing Date; (except as provided in Section 9.12(cB) with respect to Transfer Taxes)taxable years or periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Seller Subsidiaries which are allocable, pursuant to such clause (iiiii) hereof, to the portion of such taxable year or period ending on the Closing Date (an "Interim Period") (Interim Periods and any Taxes of any member of an affiliated, combined taxable years or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member periods that end on or prior to the Closing Date, including pursuant Date being referred to Treasury Regulation § 1.1502collectively hereinafter as "Pre-6 Closing Periods"); (C) Taxes imposed on any member of any affiliated group with which the Seller and the Seller Subsidiaries or any similar provision under stateSeller Subsidiary files or has filed a Tax Return on a consolidated, local combined or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco unitary basis for a taxable year or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to beginning before the Closing Date; provided, however, that Buyer shall not (D) Taxes required to be indemnified paid or reimbursed by the Seller under subsection (i)(iii) hereof (to the extent such Taxes have not been paid by Seller); (AE) result from any transaction occurring Taxes or additional Taxes imposed on the Closing Date but after Purchaser or the Closing that is outside Seller Subsidiaries as a result of a breach of the ordinary course representations and warranties set forth in Section 2.12 of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 covenants contained in this subsection (i) without duplication; or (F) Taxes or other Taxes of the Company, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed payments required to be made after the amount of such date hereof by the Seller Subsidiaries to any party under any 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 and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12sharing, indemnity or allocation agreement (whether or not written).

Tax Indemnity. (i) From and after the Closing, Parent and Seller will indemnify and hold harmless Buyer shall be indemnified by H&H Group and its Affiliates from and against (iwithout duplication and to the extent not taken into account in the determination of Final Working Capital) any liability for Taxes arising out of, relating to or resulting from: (A) any Taxes of the Company, Newco and the Sold Subsidiaries Company for all a Pre-Closing Period, (B) any Taxes of Parent, Seller or any of their Affiliates for which the Company is liable under Treasury Regulations Section 1.1502-6 (or under any similar provision of state, local or non-U.S. Law), as transferee or successor pursuant to a transaction or event occurring prior to Closing, or by reason of having been a member of a consolidated, affiliated, combined or other similar group for Tax Periods purposes at any time before the Closing, (C) any Taxes (other than Transfer Taxes) imposed on Parent or any Affiliate thereof (or Buyer as a method of collecting such Taxes of Parent or any Affiliate of Parent) for the sale of the Shares pursuant to this Agreement (including, for the avoidance of doubt, any such income Taxes arising out of or related imposed on the deemed asset sale pursuant to Treasury Regulations Section 1.338(h)(10)-1(d) resulting from the Reorganization Transactions)Section 338(h)(10) Election, (iiD) any breach by Parent or Seller of any covenant in Section 6.12, (E) any Taxes imposed resulting from any action or inaction of Parent, Seller, or any of their Affiliates, or from any fact or circumstance in existence 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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 before the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise fromknown to, and would not have been incurred but forwithin the control of, Parent or any breach by Buyer Affiliate of any provision of this Agreement. In the case of any taxable period that includes Parent (but does not end on) the Closing Date (a "Straddle Period"including Tax Parent), that causes the amount Section 338(h)(10) Election to be invalid for U.S. federal income Tax purposes (including, for the avoidance of doubt, if the Section 338(h)(10) Election is invalid because Seller is not a member of the affiliated group of corporations filing a consolidated Tax Return of which Parent or an Affiliate of Parent is the common parent immediately prior to Closing; but excluding, for the avoidance of doubt, if the Section 338(h)(10) Election is invalid as a result of (x) any Taxes based on action or measured by income, receipts, inaction of Buyer or payroll any Affiliate of Buyer (including any such action or inaction of Buyer or its Affiliate that results in Buyer acquiring stock of the Company possessing less than 80% of the total voting power of the Company or having value of less than 80% of the total value of the stock of the Company) or (y) Buyer not being a corporation, Newco and the Sold Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing (F) Seller’s portion of the books as of the close of business on the Closing Date Transfer Taxes pursuant to Section 10.04. Parent’s and the amount of other Seller’s obligation to indemnify and hold harmless Buyer and its Affiliates from any Taxes of the Company, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to 6.12(j)(i) will survive until 30 days after the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with expiration of the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12applicable statute of limitations.

Tax Indemnity. From After the Closing Date, the Company shall indemnify and after hold harmless the Closing, Buyer shall be indemnified by H&H Group from and against 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 with respect to any taxable period of the Company, Newco and Group or any of the Sold Subsidiaries DM Entities for all Pre-taxable periods ending on or before the Closing Tax Periods 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, with respect to any taxable period that begins on or before and ends after the Closing Date, for the portion thereof ending on the Closing Date (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) including any Taxes of any member of an affiliated, combined or unitary group of which the Company, Newco Buyer or any Sold Subsidiary is of its direct or was a member indirect subsidiaries resulting from any Subpart F income recognized on or prior to the Closing Date), including pursuant except to the extent such Taxes were included in Working Capital and reduced the amount of the Aggregate Payment; (ii) any and all liability (as a result of Treasury Regulation § Section 1.1502-6 (or otherwise) for Taxes of the Company or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person other person (other than the Company, Newco and DM Entities) which is or has ever been affiliated with the Sold Subsidiaries) imposed on Newco Company or with whom the Company or any Sold Subsidiary as a transferee of the DM Entities otherwise joins or successorhas joined in filing any consolidated, by contract combined, unitary or pursuant aggregate Tax Return, prior to the Closing Date; (iii) any Law, which Taxes relate payments required to be made after the Closing Date under any Tax period sharing, Tax indemnity, Tax allocation or portion thereof ending similar contracts (whether or not written) to which the Company or any of the DM Entities was obligated, or was a party, on or prior to the Closing Date; provided(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, however, that the Buyer shall not be indemnified pay to the extent such Taxes (A) Company any amounts received by Marine Trading in respect of U.S. Federal Tax refunds as 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (Marine Trading being a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll part of the Company, Newco and the Sold Subsidiaries for the Pre-Closing ’s consolidated 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Returns.

Tax Indemnity. From (a) Sellers agree to jointly and after severally indemnify and hold Buyers, the Closing, Buyer shall be indemnified Partnership Group and their affiliates harmless against any Taxes (except to the extent of the amount described as "Accrued income taxes" on the 1999 Balance Sheet less any amount paid by H&H Group from the Buyers to the Sellers under Section 6.4(b) hereof) and against any loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any such Taxes: (i) any (x) in the case of Income Taxes of any Subsidiary and (y) in the Company, Newco and case of all other Taxes imposed on or payable by any member of the Sold Subsidiaries for all Pre-Partnership Group with respect to any taxable period or a portion thereof that ends on or before the Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions)Date, (ii) arising from the breach of any representation, warranty or covenant of Sellers with respect to Taxes under this Agreement, with respect to any taxable period, or portion thereof, that ends on or before the Closing Date (and also a taxable period or portion thereof beginning after the Closing Date in the case of the representation contained in Section 2.12(b)(vii)); (iii) with respect to a Straddle Period, Taxes imposed on or incurred payable 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 affiliatedthe Partnership Group which are allocable, combined or unitary group of which the Companypursuant to paragraph (d) hereof, Newco or any Sold Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date Date; (iv) for which any member of the Partnership Group is jointly or severally liable with any affiliate of the Sellers or other third party relating to the period that such person was a member of an affiliated group with such affiliate of the Sellers or other third party; or (v) for which the Sellers are liable under Sections 6.4(e), 6.4(f), 6.4(g) and the denominator of which is the number of days in such Straddle Period6.4(i) hereof. Any indemnification obligations of H&H Group pursuant to this Section 9.12 No indemnity shall be subject to provided under this Agreement for any Taxes resulting from any transaction of any member of the limitations set forth in this Article 9 Partnership Group occurring after the Closing Date or on the Closing Date after the Closing, other than any Taxes for which the Sellers are liable (i) under Sections 6.4(f) and shall be determined and satisfied in accordance with 6.4(g) hereof or (ii) as the procedures and limitations set forth in this Article 9. There shall be no duplication between result of the obligation to indemnify breach of representation contained in Section 9.02 and the obligation to indemnify in this Section 9.122.12(b)(vii) hereof.

Tax Indemnity. From and after the Closing, Buyer Seller shall be indemnified by H&H Group from liable for and against pay, and shall indemnify Buyer (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)Company and each Subsidiary) against, (iiA) 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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any all Taxes of any Person (other than the Company, Newco and the Sold SubsidiariesCompany or any Subsidiary) imposed on Newco the Company or any Sold Subsidiary, or for which the Company or any Subsidiary may otherwise be liable, as a transferee result of having been a member of a Company Group (including, but not limited to, the Parent Group) for any period prior to or successorincluding the Closing Date (including, by contract without limitation, Taxes for which the Company or any of its Subsidiaries may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Tax law as a result of having been a member of a Company Group for any Lawperiod prior to or including the Closing Date), which (B) (x) all income Taxes relate to imposed on the Company or any Tax of its Subsidiaries for any taxable period (or portion thereof thereof) ending on or before September 30, 2010 (as determined pursuant to Section 8.03(c)) to the extent that such Taxes exceed the $488,911 amount for income taxes payable that is set forth on the Latest Balance Sheet , provided, however, that such income Taxes shall not include (and hence Seller shall not be liable for) any income Tax items that result in either (i) a non-current deferred tax asset to the extent that such asset is reasonably expected to result in a deduction or income exclusion recognized (through an actual reduction of Taxes) for a taxable year ending on or prior to December 31, 2012, or (ii) a current deferred tax asset relating to a current asset or liability, and (y) all non-income Taxes imposed on the Closing Date; providedCompany or any of its Subsidiaries for any taxable period (or portion thereof) ending on or before September 30, however, that Buyer shall not be indemnified 2010 (as determined pursuant to Section 8.03(c)) to the extent that such Taxes exceed the $208,426 amount for such non-income Taxes liability that is included within the accrued liabilities amount set forth on the Latest Balance Sheet, (AC) result from all Taxes imposed on the Company or any transaction occurring on of its Subsidiaries for any taxable period (or portion thereof) beginning October 1, 2010, and ending at the end of the Closing Date but after to the Closing extent that is such Taxes were incurred outside the ordinary course of business or otherwise inconsistent with past custom and not practice, it being understood for the avoidance of doubt that such Taxes shall include Tax for any such period resulting from (x) any Section 338(h)(10) Elections to be made with respect to the purchase and sale (actual or deemed) of stock of any of the Company or any of its Subsidiaries pursuant hereto, (y) any Taxes imposed on the Company or any of its Subsidiaries as a result of transactions contemplated hereby (other than Taxes allocated to Buyer under Section 8.03(g)) and (z) any Taxes imposed on the Company or any of its Subsidiaries as a result of the termination, satisfaction or cancellation of any intercompany accounts pursuant to or as contemplated by this Agreement Section 3.31 hereof, (D) all Taxes imposed on the Seller as a result of the transactions contemplated hereby, including any failure of Buyer to withhold any such Taxes (other than (1) any withholding of Taxes by a jurisdiction arising solely as a result of a present or former connection of the Buyer to such jurisdiction and (B2) are attributable Taxes allocated to or arise from, Buyer under Section 8.03(g)) and would not have been incurred but for, (E) Losses arising as a result of any breach by Buyer of any provision of this Agreementa representation or warranty under Section 3.09. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries for the Pre-Closing Tax Period Section 7.06 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 apply to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12previous sentence.

Tax Indemnity. From (a) Seller, FGWLA and after CLAC agree to indemnify and hold harmless Purchaser, its Affiliates and the Closing, Buyer shall be indemnified by H&H Group from Seller Subsidiaries against the following (to the extent in excess of the reserves and against accruals established for such Loss on the Final Statement of Assets and Liabilities): (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 with respect to the CompanySeller Subsidiaries, Newco the Business or any Sold Subsidiary caused by the Transferred Assets with respect to taxable periods ending on or resulting from before the sale of the Newco Shares hereunder Closing Date; (except as provided in Section 9.12(cii) 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 taxable periods beginning on or prior to before the Closing Date and ending after the Closing Date, including Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax lawSection 12.01(b), to the portion of such period ending on and including the Closing Date; (iviii) any Taxes of any Person (other than any of the Company, Newco and the Sold Seller Subsidiaries) that are imposed on Newco or for which any Sold Subsidiary of the Seller Subsidiaries is liable pursuant to Treasury Regulations section 1.1502-6 (or similar provision of state, local or foreign Law), as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to the Closing Date; provided, however, that Buyer shall not be indemnified to the extent such Taxes (other than as specifically set forth in (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 (B) are the Ancillary Agreements) by contract; (iv) Taxes attributable to, or resulting directly or indirectly from elections under section 338(h)(10) of the Code (and any comparable provisions of state, local or foreign Law) with respect to the actual or arise from, and would not have been incurred but for, any breach by Buyer deemed sale of the shares of capital stock of any provision of the Seller Subsidiaries, pursuant to Section 12.07(e) of this Agreement. In ; and (v) any Losses (for the case avoidance of doubt, for purposes of this clause (v), Losses shall not include any Taxes (other than interest, penalties and additions imposed with respect thereto) with respect to taxable period that includes (but does not end on) periods beginning after the Closing Date resulting from the failure to file a Tax Return in a jurisdiction in which the Seller, FGWLA or CLAC (with respect to the Business or the Transferred Assets) or any Seller Subsidiary was required to file) resulting from the breach of a "Straddle Period"covenant, representation or warranty set forth in Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII. Purchaser shall use commercially reasonable efforts to take actions in order to minimize the amount of any Losses for which Seller is required to indemnify Purchaser pursuant to clause (v) of this Section 12.01(a). Purchaser agrees to indemnify and hold harmless Seller and its Affiliates against the following: (i) Taxes based imposed on or measured by incomewith respect to the Seller Subsidiaries, receipts, the Business or payroll of the Company, Newco and Transferred Assets with respect to taxable periods beginning after the Sold Subsidiaries for the Pre-Closing Tax Period shall be determined based Date; (ii) with respect to taxable periods beginning on an interim closing of the books as of the close of business on or before the Closing Date and ending after the Closing Date, Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Section 12.01(b), to the portion of such period beginning the day after the Closing Date; (iii) Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable periods ending on or before the Closing Date to the extent of the reserves and accruals established for such Taxes on the Final Statement of Assets and Liabilities; and (iv) any Losses resulting from the breach of a covenant, representation or warranty set forth Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII. Seller shall use commercially reasonable efforts to take actions in order to minimize the amount of other Taxes of the Company, Newco and the Sold Subsidiaries any Losses for a Straddle Period that relates which Purchaser is required to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group indemnify Seller pursuant to clause (iv) of this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.1212.01(a).

Tax Indemnity. From (a) Seller shall indemnify, defend and after the Closing, Buyer shall be indemnified by H&H Group hold harmless Purchaser from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all Taxes of the Company, Newco and the Sold Subsidiaries for all Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes whensoever 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 relating to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant Company that are attributable to any Law, which Taxes relate to any Tax taxable period or portion thereof ending on or prior to the Closing Date; provided, however, that Buyer shall Date (including but not be indemnified limited to the extent such all Taxes (A) result resulting 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 (BElection) are attributable to or arise fromand, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In in the case of any a taxable period that includes (includes, but does not end on) on the Closing Date (a "Straddle Period"), the amount portion of any Taxes based on or 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 such taxable period that ends on the Closing Date (such taxable periods or portions thereof the "Pre-Closing Period"), (ii) any and the amount of other all Taxes of the Seller or any subsidiaries or Affiliates thereof other than Company, Newco whensoever arising, regardless of the period to which such Taxes relate, imposed on Company arising out of Treasury Regulation Section 1.1502-6 or any comparable provision of foreign, state, local or subnational law or Taxes of such entities for which Company is otherwise liable, (iii) any and all Taxes arising out of or constituting a breach of any representation, warranty, or covenant of the Sold Subsidiaries Seller or Company contained in this Article VIII; provided that no indemnity shall be provided by Seller for a Taxes resulting from any transaction of Company, not including the Acquisition or Election, occurring on the Closing Date after the Closing. The foregoing items (i) through (iii) shall collectively be referred to herein as "Seller's Taxes". For purposes of any Straddle Period Period, the portion of any Tax that relates is attributable to the Pre-Closing Tax Period shall be deemed to be (i) in the case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such Tax for the entire taxable period in question multiplied by a fraction fraction, the numerator of which is the number of calendar days in the taxable period ending on the Pre-Closing Date Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Period if such Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits, exclusive of the amount by which they are increased or decreased as a result of the transactions contemplated hereby, and which are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. Any If there is an indemnification obligations of H&H Group pursuant to obligation under this Section 9.12 and there is a correlative adjustment which makes allowable to Purchaser, any of its Affiliates or, following the Closing, Company, any deduction, amortization, exclusion from income or other allowance which produces an actual Tax savings or actual reduction in such Person's Tax liability after taking into account such indemnity payments which would not, but for such adjustment, be allowable, then this indemnification obligation shall be subject to reduced by the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12net present value of such amount.

Tax Indemnity. (a) From and after the ClosingClosing Date until the statutory period of limitations (taking into account any extensions or waivers thereof) for the assessment of Taxes covered by this Section 7.3 has expired, Buyer the Indemnitors ----------- shall protect, defend, indemnify and hold harmless Indemnitees from any and all Taxes which are imposed on BAC in respect of its income, business, property or operations or for which BAC may otherwise be indemnified by H&H Group from and against liable (i) for any Taxes of taxable period ending prior to the Company, Newco Closing Date and the Sold Subsidiaries for all any Pre-Closing Tax Periods Period (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactionsas defined and determined in Section 7.3(b)), (ii) any Taxes imposed on or incurred resulting by reason of the Company, Newco -------------- several liability of BAC pursuant to Treasury Regulations section 1.1502-6 or any Sold Subsidiary caused analogous state, local or foreign law or regulation or by or resulting from the sale reason of the Newco Shares hereunder (except as provided in Section 9.12(c) with respect to Transfer Taxes), (iii) any Taxes BAC having been a member of any member of an affiliatedconsolidated, 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, including pursuant to Treasury Regulation § 1.1502-6 (or iii) in respect of any similar provision under state, local or foreign Tax lawdate after the Closing Date ("Post- ---- Closing Period"), and where such Taxes are attributable to events, transactions, --------------- sales, deposits, services or rentals occurring, received or performed in a Pre- Closing Period that are properly allocable to a Pre-Closing Period, (iv) any Taxes in respect of any Person Post-Closing Period, attributable to any change in accounting method employed by BAC during any of its two (other than the Company2) previous taxable years, Newco and the Sold Subsidiaries(v) imposed on Newco in respect of any Post-Closing Period, attributable to any items of income or any Sold Subsidiary gain of a partnership reporting BAC as a transferee or successorpartner, by contract or pursuant to any Law, which Taxes relate the extent such items are properly attributable to any Tax period or portion thereof periods of the partnership ending on or prior to before the Closing Date, or (vi) resulting from the breach of the Shareholders' representations and warranties set forth in Section 3.16 (Taxes) hereof; ------------ provided, however, that Buyer the Indemnitors' Liability under the foregoing ----------------- provisions of this Section 7.3 shall not be indemnified reduced as to any item to the ----------- extent that such Taxes (A) result from any transaction occurring on the Closing Date but after the Closing that is outside the ordinary course of business item was specifically and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries fully reserved 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12June 1999 Financial Statements.

Tax Indemnity. From (a) The Sellers and after AWAC will jointly and severally indemnify and hold Parent, Purchaser and the ClosingCompanies (other than AWAC) and each of their respective successors and assigns (each, Buyer shall be indemnified by H&H Group from and a “Tax Indemnitee”) harmless against all Losses attributable to (i) (A) any Taxes of the Company, Newco AWAC and the Sold Subsidiaries (B) any Taxes of IHS or iProcert for all any Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions)Period, (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, consolidated, combined or unitary group of which the Company, Newco any Company (or any Sold Subsidiary predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § Section 1.1502-6 (of the Treasury Regulations or any analogous or similar provision under state, local or foreign income Tax law)law or regulation, and (iviii) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) any Company that are imposed on Newco or any Sold Subsidiary Company as a transferee or successor, by contract contract, or pursuant to any Lawotherwise, which Taxes relate related to any Tax period and result from an event or portion thereof ending on or transaction occurring prior to the Closing Dateand (iv) any breach of the covenants in this Article IX; provided, however, that Buyer shall not in any such case the Sellers will be indemnified liable only to the extent that such Taxes (A) result from exceed the amount, if any, reserved for such Taxes as reflected in Final Closing Statement. The limitations on indemnification contained in Article VIII will not apply to any transaction occurring on 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 Article VIII, the Closing Date but after the Closing that is outside the ordinary course of business indemnification obligations under this Article IX will control and not contemplated by this Agreement or (B) are attributable be their exclusive obligation. Subject to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"Section 9.4(b), the amount Sellers shall reimburse Parent, Purchaser and the Companies for any Losses which are the responsibility of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group Sellers pursuant to this Section 9.12 shall be subject to 9.4(a) within ten days after the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with later of (i) the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12incurrence of such Losses or (ii) Parent or any Company’s request thereof.

Tax Indemnity. From and after the Closing, the Selling Parties shall, jointly and severally, indemnify and hold harmless the Buyer shall be indemnified by H&H Group Indemnitees against and from and against (i) any Taxes of imposed on or with respect to the Company, Newco and the Sold Subsidiaries Acquired Companies for all Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related allocable to the Reorganization Transactionsportion of any Straddle Period ending on the Closing Date in accordance with Section 8.03(d), ); (ii) any breach or inaccuracy of a representation or warranty set forth in Section 4.17 (Taxes) without giving effect to any qualifications as to materiality or similar qualifications contained in such representations and warranties solely for purposes of determining the amount of Damages resulting from any inaccuracy or breach of such representations and warranties (but not, for the avoidance of doubt, for purposes of determining whether any inaccuracy or breach of such representations and warranties has occurred); (iii) any Taxes imposed on the Acquired Companies as a result of any of the Acquired Companies being a member of a combined or incurred unitary group prior to the Closing or Taxes imposed on the Acquired Companies as a transferee, successor, by Contract or pursuant to any Law which Taxes relate to an event or transaction occurring before the CompanyClosing Date; (iv) the Transfer Taxes for which Seller is liable as set forth in Section 8.03(b); (v) any payments required to be made after the Closing Date under any Tax sharing, Newco Tax indemnity, Tax allocation or similar Contracts (other than a Contract, such as a Lease, the primary purpose of which does not relate to Taxes) to which any Sold Subsidiary caused by Acquired Company was obligated, or resulting from was a party, prior to the Closing; or (vi) any Taxes of the Acquired Companies or Seller (other than Transfer Taxes) arising as a result of 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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary Transferred Equity Interests being treated as a transferee taxable sale of assets rather than a taxable sale of stock or successor, by contract or pursuant to any Law, which Taxes relate to any limited liability company interests for federal income and applicable state income Tax period or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreementpurposes. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll The obligations 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group Selling Parties pursuant to this Section 9.12 8.03(i) shall be subject to survive until sixty (60) calendar days after the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with expiration of the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12applicable statute of limitations.

Tax Indemnity. From (a) Seller, FGWLA and after CLAC agree to indemnify and hold harmless Purchaser, its Affiliates and the Closing, Buyer shall be indemnified by H&H Group from Seller Subsidiaries against the following (to the extent in excess of the reserves and against accruals established for such Loss on the Final Statement of Assets and Liabilities): (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 with respect to the CompanySeller Subsidiaries, Newco the Business or any Sold Subsidiary caused by the Transferred Assets with respect to taxable periods ending on or resulting from before the sale of the Newco Shares hereunder Closing Date; (except as provided in Section 9.12(cii) 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 taxable periods beginning on or prior to before the Closing Date and ending after the Closing Date, including Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax lawSection 12.01(b), to the portion of such period ending on and including the Closing Date; (iviii) any Taxes of any Person (other than any of the Company, Newco and the Sold Seller Subsidiaries) that are imposed on Newco or for which any Sold Subsidiary of the Seller Subsidiaries is liable pursuant to Treasury Regulations section 1.1502-6 (or similar provision of state, local or foreign Law), as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to the Closing Date; provided, however, that Buyer shall not be indemnified to the extent such Taxes (other than as specifically set forth in (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 (B) are the Ancillary Agreements) by contract; (iv) Taxes attributable to, or resulting directly or indirectly from elections under section 338(h)(10) of the Code (and any comparable provisions of state, local or foreign Law) with respect to the actual or arise from, and would not have been incurred but for, any breach by Buyer deemed sale of the shares of capital stock of any provision of the Seller Subsidiaries, pursuant to Section 12.07(e) of this Agreement. In ; and (v) any Losses (for the case avoidance of doubt, for purposes of this clause (v), Losses shall not include any Taxes (other than interest, penalties and additions imposed with respect thereto) with respect to taxable period that includes (but does not end on) periods beginning after the Closing Date resulting from the failure to file a Tax Return in a jurisdiction in which the Seller, FGWLA or CLAC (with respect to the Business or the Transferred Assets) or any Seller Subsidiary was required to file) resulting from the breach of a "Straddle Period"covenant, representation or warranty set forth in Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII. Purchaser shall use commercially reasonable efforts to take actions in order to minimize the amount of any Losses for which Seller is required to indemnify Purchaser pursuant to clause (v) of this Section 12.01(a). Purchaser agrees to indemnify and hold harmless Seller and its Affiliates against the following: (i) Taxes based imposed on or measured by incomewith respect to the Seller Subsidiaries, receipts, the Business or payroll of the Company, Newco and Transferred Assets with respect to taxable periods beginning after the Sold Subsidiaries for the Pre-Closing Tax Period shall be determined based Date; (ii) with respect to taxable periods beginning on an interim closing of the books as of the close of business on or before the Closing Date and ending after the Closing Date, Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Section 12.01(b), to the portion of such period beginning the day after the Closing Date; (iii) Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable periods ending on or before the Closing Date to the extent of the reserves and accruals established for such Taxes on the Final Statement of Assets and Liabilities ; and (iv) any Losses resulting from the breach of a covenant, representation or warranty set forth Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII. Seller shall use commercially reasonable efforts to take actions in order to minimize the amount of other Taxes of the Company, Newco and the Sold Subsidiaries any Losses for a Straddle Period that relates which Purchaser is required to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group indemnify Seller pursuant to clause (iv) of this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.1212.01(a).

Tax Indemnity. From Notwithstanding any other provisions of this Agreement, from and after the Closing, Buyer 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 be indemnified 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 H&H Group from 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, and, against any loss, damage, liability or expense, including, but not limited to, reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any such Taxes: (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 the Corporation and the Subsidiaries with respect to taxable years or incurred by periods ending on or before the Company, Newco or any Sold Subsidiary caused by or resulting from the sale of the Newco Shares hereunder Closing Date; (except as provided in Section 9.12(cii) with respect to Transfer Taxes)taxable years or periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Corporation and the Subsidiaries which are allocable, pursuant to Section 7.9(d) below, to the portion of -------------- such taxable year or period ending on the Closing Date an "INTERIM PERIOD") (iii) Interim Periods and any Taxes of any member of an affiliated, combined taxable years or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member periods that end on or prior to the Closing Date, including pursuant Date being referred to Treasury Regulation § 1.1502collectively hereinafter as "PRE-6 CLOSING PERIODS"); (iii) Taxes imposed on any member of any affiliated group with which the Corporation and the Subsidiaries or any similar provision under stateSubsidiary files or has filed a Tax Return on a consolidated, local combined or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco unitary basis for a taxable year or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to before the Closing Date; provided, however, that Buyer shall not or (iv) Taxes required to be indemnified paid or reimbursed by the Major Shareholder under Section ------- 7.9(d) of this Agreement (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 have not contemplated been paid by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"------ Major Shareholder), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12.

Tax Indemnity. From (a) Each of Seller and after Seller Subsidiary agree, on a joint and several basis, to indemnify and hold Buyer, the ClosingCompany, the Company Subsidiary, and their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives (the "Buyer shall be indemnified by H&H Group Indemnitees") harmless from and against the following Taxes: (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 the Company or incurred by the Company, Newco Company Subsidiary or any Sold Subsidiary caused by or resulting from the sale in respect of the Newco Shares hereunder Other Assets with respect to taxable periods ending on or before the Closing Date; (except as provided in Section 9.12(cii) with respect to Transfer Taxes), (iii) any Taxes of any member of an affiliated, combined or unitary group of which taxable periods beginning before the Company, Newco or any Sold Subsidiary is or was a member on or prior to Closing Date and ending after the Closing Date, including Taxes imposed on the Company or the Company Subsidiary or in respect of the Other Assets which are allocable, pursuant to Treasury Regulation § 1.1502-6 paragraph (or b) hereof, to the portion of such period ending on the Closing Date; (iii) Taxes imposed on any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person member (other than the CompanyCompany or the Company Subsidiary) of any affiliated, Newco and consolidated, unitary or other combined group with which the Sold Subsidiaries) imposed on Newco Company or any Sold the Company Subsidiary as files or has filed a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax Return in a period or portion thereof ending on or prior to the Closing Date on a consolidated, unitary or other combined basis or with which the Seller Subsidiary files a Tax Return on such basis after the Closing Date; providedand (iv) Taxes imposed on Buyer, howeverthe Company or the Company Subsidiary or in respect of the Other Assets attributable to (A) a breach of a warranty or representation set forth in Section 3.08(c) by Seller, that Buyer shall not be indemnified but only to the extent that such breach (I) does not give rise to an offsetting Tax benefit to Buyer or its Affiliates (including the 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 (Aincluding the Company and the Company Subsidiary) 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 (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 or arise from, and would not have been incurred but for, any a breach by Buyer of any provision its obligations under this Agreement to the extent that Taxes of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receiptsSeller and Seller Subsidiary and their respective Affiliates have been, 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 Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied amounts otherwise payable by a fraction the numerator of which is the number of calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group Seller or Seller Subsidiary pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.129.01(a) would be, increased as a result of such breach.

Tax Indemnity. From (a) Each of Trilantic, Onshore GP, Onshore Holdings and Offshore Holdings (the “Trilantic Indemnifying Parties”) shall, jointly and severally, indemnify and hold harmless SRAM-SP2 and its Affiliates (including the Blocker Entities after the Closing), Buyer shall be indemnified by H&H Group and each of their respective officers, directors, employees, agents, successors and assigns (each, a “SRAM Indemnified Party”) from and against (i) any and all Liability for Taxes of the Company, Newco and the Sold Subsidiaries TCP Blocker Entity for all taxable periods (or portions thereof) ending on or before the Closing Date (“Pre-Closing Tax Periods Periods”), including any Liability for Taxes related to or arising out of the debt contribution contemplated by the Debt Contribution Agreement, (includingii) any and all Liability for Taxes of Onshore GP, Onshore Holdings, and Offshore Holdings or any of their current or past Affiliates, (iii) Transfer Taxes, (iv) any and all Losses arising out of, resulting from or incident to the breach by Trilantic or any of its Affiliates of any covenant contained in Section 4.5 or this Section 4.6 and (v) any and all Losses arising out of, resulting from or incident to the breach or inaccuracy of any representation or warranty made in Section 3.2(i) with respect to the TCP Blocker Entity without regard to any materiality qualification contained therein, except to the extent that any such Losses are otherwise indemnified pursuant to the foregoing clauses (i)–(iv). The SRAM Indemnified Parties shall not be entitled to indemnification pursuant to the preceding sentence with respect to any Liability for Taxes or Losses (1) arising from actions taken by the TCP Blocker Entity after the Closing that are inconsistent with past practice of the TCP Blocker Entity or outside the ordinary course of business of the Company and its Subsidiaries or (2) to the extent arising solely from adjustments to the taxable income of the Company or its Subsidiaries, as determined with respect to the TCP Blocker Entity as provided under the 2008 Operating Agreement; provided that for the avoidance of doubt, any such Taxes arising out of the merger 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 conversion of the Newco Shares hereunder (except as provided in Section 9.12(c) TCP Blocker Entity with respect or into a limited liability company following the Closing shall not affect the SRAM Indemnified Parties’ entitlement to Transfer Taxes), (iii) any indemnification for 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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries TCP Blocker Entity for the Pre-Closing Tax Period Periods, but, provided further, the Trilantic Indemnifying Parties shall be determined based on an interim closing have no indemnification obligation for Taxes arising from or with respect to such merger or conversion. The obligations of the books Trilantic Indemnifying Parties under this Section 4.6(a) shall terminate as of the close later of business on June 29, 2017 or the Closing Date and the amount termination of other Taxes of the Company, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Trilantic.

Tax Indemnity. (a) From and after the ClosingClosing Date, Buyer Sellers shall be indemnified by H&H Group responsible for, and shall indemnify and hold Buyer and all of Buyer’s Affiliates, which for purposes of this Article VII, shall include the Companies (the “Buyer Tax Indemnified Parties”), harmless against all Losses relating to, arising out of, or resulting from and against (i) any liability for Taxes of or relating to the CompanyExcluded Policies; (ii) any liability for Taxes and related Losses imposed on or with respect to the Companies, Newco the Associated Assets, the Subject Policies or the Accommodation Policies for any taxable period ending on or before the Closing Date, and for the Sold Subsidiaries for all portion of any Straddle Period ending on the Closing Date (a “Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization TransactionsPeriod”), (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 resulting from or attributable to the transactions contemplated by this Agreement or that are undertaken at the direction of or for the benefit of any member of an affiliated, combined or unitary group of Seller; (iv) Taxes for which the Company, Newco or any Sold Subsidiary is or was a member on or prior to the Closing Date, including Sellers are responsible pursuant to Treasury Regulation § Section 7.5; (v) Taxes of a Person other than one of the Companies for which such Company may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision under of state, local local, or foreign non-United States Tax law), and (iv) any Taxes as a result of being a member of any Person (other than the Companygroup which files or has filed a Tax Return on a consolidated, Newco and the Sold Subsidiaries) imposed on Newco combined, or any Sold Subsidiary as unitary basis for a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax taxable period or portion thereof ending on or prior to before the Closing Date; and (vi) a breach or inaccuracy of warranty or representation under Section 4.9(a)(ii)(I) or 4.24 or the breach or nonperformance of any covenants or agreements relating to Tax matters set forth in this Agreement (determined without regard to any materiality, Material Adverse Effect or similar qualification); and (vii) all reasonable costs and expenses relating to the review, investigation, remediation, settlement, contest, adjudication and analysis of any matter relating to the Taxes and Losses described in clauses (i) — (vi) (clauses (i) - (vii) hereinafter referred to as the “Tax Losses”); provided, however, that Buyer Sellers’ liability for Tax Losses shall not be indemnified reduced by an amount equal to the amount of any specific accrual expressly set forth on the Final GAAP Balance Sheet for such liability to the extent such Taxes (A) result from any transaction occurring on accrual reduced the Closing Date but after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise fromFinal Purchase Price, and would not have been incurred but for, any breach by Sellers and Buyer of any provision of agree that this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries for the Pre-Closing Tax Period proviso 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 interpreted in a Straddle Period manner that relates will not provide Sellers with any duplicated benefit relating to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12accruals.

Tax Indemnity. (a) From and after the ClosingClosing Date, Buyer Sellers shall be indemnified by H&H Group responsible for, and shall indemnify and hold Buyer and all of Buyer’s Affiliates, which for purposes of this Article VII, shall include the Companies (the “Buyer Tax Indemnified Parties”), harmless against all Losses relating to, arising out of, or resulting from and against (i) any liability for Taxes of or relating to the CompanyExcluded Policies; (ii) any liability for Taxes and related Losses imposed on or with respect to the Companies, Newco the Associated Assets, the Subject Policies or the Accommodation Policies for any taxable period ending on or before the Closing Date, and for the Sold Subsidiaries for all portion of any Straddle Period ending on the Closing Date (a “Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization TransactionsPeriod”), (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 resulting from or attributable to the transactions contemplated by this Agreement or that are undertaken at the direction of or for the benefit of any member of an affiliated, combined or unitary group of Seller; (iv) Taxes for which the Company, Newco or any Sold Subsidiary is or was a member on or prior to the Closing Date, including Sellers are responsible pursuant to Treasury Regulation § Section 7.5; (v) Taxes of a Person other than one of the Companies for which such Company may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision under of state, local local, or foreign non-United States Tax law), and (iv) any Taxes as a result of being a member of any Person (other than the Companygroup which files or has filed a Tax Return on a consolidated, Newco and the Sold Subsidiaries) imposed on Newco combined, or any Sold Subsidiary as unitary basis for a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax taxable period or portion thereof ending on or prior to before the Closing Date; and (vi) a breach or inaccuracy of warranty or representation under Section 4.9(a)(ii)(I) or 4.24 or the breach or nonperformance of any covenants or agreements relating to Tax matters set forth in this Agreement (determined without regard to any materiality, Material Adverse Effect or similar qualification); and (vii) all reasonable costs and expenses relating to the review, investigation, remediation, settlement, contest, adjudication and analysis of any matter relating to the Taxes and Losses described in clauses (i) – (vi) (clauses (i) — (vii) hereinafter referred to as the “Tax Losses”); provided, however, that Buyer Sellers’ liability for Tax Losses shall not be indemnified reduced by an amount equal to the amount of any specific accrual expressly set forth on the Final GAAP Balance Sheet for such liability to the extent such Taxes (A) result from any transaction occurring on accrual reduced the Closing Date but after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise fromFinal Purchase Price, and would not have been incurred but for, any breach by Sellers and Buyer of any provision of agree that this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries for the Pre-Closing Tax Period proviso 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 interpreted in a Straddle Period manner that relates will not provide Sellers with any duplicated benefit relating to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12accruals.

Tax Indemnity. From (a) Seller agrees to indemnify and after hold harmless the Closing, Buyer shall be indemnified by H&H Group Indemnitees from and against the following 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, against any costs or expenses (including reasonable attorneys fees and expenses of outside counsel) incurred in contesting such Taxes ("Contest Expenses"): (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) Company Parties with respect to Transfer Taxes), (iii) any Taxes Taxable periods of any member of an affiliated, combined or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member such person ending on or prior to before the Closing Date, including all income, 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 member, (ii) 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 partner 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, (iii) with respect to Taxable periods beginning before the Closing Date and ending after the Closing Date, all Taxes imposed on the Company Parties, in each case which are allocable, pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under stateSection 12.1(c), local or foreign Tax law)to the portion of such period ending on the Closing Date, and (iv) any Taxes of any Person (other than all Taxes, if any, payable by the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 Company Parties after the Closing arising from or related to a breach of the representations and warranties of the Seller in Section 2.16(a)(vii), (viii) and (ix) and that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not otherwise have been incurred but for, any breach payable by Buyer of any provision of this Agreementthe Company Parties. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll The obligations 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to Seller under this Section 9.12 12.1 shall not be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with Seller Indemnification Cap, the procedures and limitations set forth in this Article 9. There shall be no duplication between Seller Indemnification Basket or the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Seller Indemnification Threshold.

Tax Indemnity. From and after Pursuant to Section 8.01(a)(iv), the Closing, Buyer Sellers shall be indemnified by H&H Group liable for, and shall indemnify, defend, and hold harmless the Purchaser Indemnitees from and against against, Losses imposed upon or incurred or suffered by the Purchaser Indemnitees as a result of or arising from the following (collectively, “Indemnified Taxes”): (i) any and all liability for Taxes (or the nonpayment thereof) of the Company, Newco Company with respect to all taxable periods ending on or before the Closing Date and the Sold Subsidiaries portion through the end of the Closing Date for all Pre-any taxable period that includes but does not end on the Closing Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization TransactionsDate as determined under Section 10.01(e), ; (ii) any Taxes imposed on or incurred by the Company, Newco or any Sold Subsidiary caused by or resulting from the sale and all liability of the Newco Shares hereunder Company for Taxes (except as provided in Section 9.12(c) with respect to Transfer Taxes), (iii) any Taxes a result 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, including pursuant to Treasury Regulation § Section 1.1502-6 (or any analogous or similar provision under state, local or foreign Law or regulation) of any Person which at any time prior to the Closing is or has ever been affiliated with the Company or with which at any time prior to the Closing the Company joins or has ever joined (or at any time prior to the Closing is or has ever been required to join) in filing any consolidated, combined, affiliated, aggregate or unitary Tax law), and Return; (iviii) any and all liability for Taxes of any Person (other than the Company, Newco and ) required to be paid by the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary Company as a transferee or successorsuccessor of such Person, whether by contract or pursuant to any Law, which Taxes relate rule or regulation that relates to any Tax period an event or portion thereof ending on transaction at or prior to the Closing DateClosing; (iv) any and all liability for Taxes of the Company arising (directly or indirectly) as a result of the Contemplated Transactions; or (v) any and all liability resulting from the failure by the Company or the Sellers to perform any covenant or agreement in this Agreement relating to Taxes or in any certificate, instrument, document or agreement delivered by or on behalf of the Company pursuant to this Agreement relating to Taxes; provided, however, that Buyer shall Indemnified Taxes will not be indemnified to include any Taxes arising from breach by the extent such Purchaser (directly or through its Affiliates) of any covenant in this Agreement. For avoidance of doubt, Indemnified Taxes (A) result from include the increase in Taxes actually incurred by any transaction occurring on Purchaser Indemnitee for any taxable period ending after the Closing Date but after the Closing that is outside the ordinary course of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll Sellers 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify representations in Section 9.02 and the obligation to indemnify in this Section 9.122.11(f).

Tax Indemnity. 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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject Subject to the limitations set forth in this Article 9 Section 5.11(f), the Seller shall indemnify and shall hold harmless the Buyer against the following amounts (including any Loss reasonably incurred in contesting or otherwise in connection with any such amounts) (collectively, "Indemnified Taxes"): (i) Taxes imposed on or required to be determined withheld by the Company or any of the Subsidiaries (including, without limitation, Taxes imposed as a result of the Company or any of the Subsidiaries being included in an affiliated group that files consolidated or combined returns by reason of U.S. Treasury Regulation ss.1.1502-6 or any comparable provision of state, local or foreign law that provides for joint or several liability) with respect to any taxable year or period ending on or before the Closing Date, except for (A) Taxes, other than deferred taxes, that have been reserved or otherwise accrued or reflected on the Audited Balance Sheet, and satisfied (B) Taxes in accordance an amount equal to the accrued and unpaid Taxes of the Company and its Subsidiaries reflected on the books and records of the Company and its Subsidiaries since December 31, 1999 in the ordinary course of business consistent with past practice and relating to operations since December 31, 1999; (ii) with respect to any taxable year or period beginning before the procedures Closing Date and limitations set forth in this Article 9. There shall ending after the Closing Date, Taxes imposed on or required to be no duplication between withheld by the obligation Company or any of its Subsidiaries which are allocable, pursuant to indemnify in Section 9.02 5.11(b) below, to the portion of such taxable year or period ending at the end of the day on the Closing Date (an "Interim Period") (Interim Periods and the obligation to indemnify in this Section 9.12.any taxable years or periods that

Tax Indemnity. From Subject to the provisions of Section 9, the Seller or the Shareholder, jointly and after the Closingseverally, shall indemnify, save and hold harmless Buyer and Buyer shall be indemnified by H&H Group indemnify, save and hold harmless Seller from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (ia) 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 Taxesany Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), and (iiib) any for the unpaid 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, including pursuant to person under Treasury Regulation § Regulations Section 1.1502-6 (or any similar provision under of state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract contract, or pursuant to any Lawotherwise. For purposes of the preceding sentence, which Taxes relate to any Tax period or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In in the case of any taxable Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date (a "Straddle Period")Date, the amount portion of any Taxes based on or measured by income, receipts, or payroll such Tax that relates to the portion of the Company, Newco and the Sold Subsidiaries for the Pre-Closing such Tax Period shall be determined based on an interim closing of the books as of the close of business period ending on the Closing Date and shall (i) in the amount case of any Taxes other than Taxes of the Companybased upon or related to income or receipts, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Tax period multiplied by a fraction the numerator of which is the number of calendar days in the taxable Tax period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations the entire Tax period, and (ii) in the case of H&H Group pursuant any Tax based upon or related to this Section 9.12 shall income or receipts, be subject deemed equal to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with amount which would by payable if the procedures and limitations set forth in this Article 9. There shall be no duplication between relevant Tax period ended on the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Closing Date.

Tax Indemnity. From (a) The Designated Equity Holders shall indemnify and after hold harmless Parent, Merger Sub and their respective Affiliates (including the ClosingCompany, Buyer shall be indemnified by H&H Group the Surviving Corporation and their respective Subsidiaries) from and against any Losses attributable to: (i) any all Taxes (or the non-payment thereof) of the Company, Newco the Surviving Corporation and the Sold their respective Subsidiaries for all Pre-Closing taxable periods ending on or before December 31, 2010 and the portion of any Straddle Period ending at the end of December 31, 2010 (the “Pre-2011 Tax Periods (including, Period”) other than Taxes properly reserved for or otherwise reflected on the avoidance 2010 Audited Balance Sheet and shown on Section 4.10 of doubt, any such Taxes arising out of or related to the Reorganization Transactions), Company Disclosure Schedule; (ii) any all Taxes imposed on or incurred by for 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 Pre-2011 Tax Period of any member of an affiliated, consolidated, combined or unitary group of which the Company, Newco the Surviving Corporation or any Sold Subsidiary of their respective Subsidiaries (or any predecessor of the foregoing) is or was a member on or prior to during the Closing DatePre-2011 Tax Period, including pursuant to Treasury Regulation § regulation section 1.1502-6 (or any analogous or similar provision under of state, local or foreign Tax law), Law or regulation; (iii) any liability for Taxes resulting from or attributable to a breach or inaccuracy of the representations and warranties contained in Section 4.10; (iv) except as provided in Section 7.4, any Taxes resulting from or attributable to the Merger, except to the extent caused by any action of any Person (other than Parent or the CompanySurviving Corporation, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee action of the Company or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to of its Subsidiaries after the Closing Date; provided, however, that Buyer shall not be indemnified to the extent such Taxes and (Av) 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 Scheduled Liability (Bclauses (i) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes – (but does not end on) the Closing Date (a "Straddle Period"v), the amount “Tax Losses”). For the avoidance of doubt, any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 7.1 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There X. Notwithstanding the above, Tax Losses shall be not include any Tax or related expense incurred by Parent, the Surviving Corporation or any other Affiliate of Parent to the extent such Tax or expense results from a prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA (for which there is no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12statutory, class or individual exemption) that arises from a Payment Default or a Holdover Claim.

Tax Indemnity. From The Company and after the ClosingShareholders jointly and ------------- severally agree to save harmless, Buyer shall be indemnified by H&H Group defend and indemnify Acquiror, Acquiror's Subsidiary and their respective officers, directors, agents, attorneys, accountants, or other representatives of such parties against, and hold them harmless from and against (i) any Taxes and all liabilities, of the Companyevery kind, Newco nature and the Sold Subsidiaries for all Pre-Closing Tax Periods description, fixed or contingent (including, for the avoidance of doubtwithout limitation, reasonable counsel fees, expert witness fees, and expenses in connection with any action, claim or proceeding relating to such Taxes liabilities) arising out of or related relating to (i) a breach of any of the Reorganization Transactions)representations and warranties or covenants contained in Section 10.01 above, (ii) any and all Taxes imposed on or incurred owed by the CompanyCompany for the period from January 1, Newco or any Sold Subsidiary caused by or resulting from 1999 to the sale of the Newco Shares hereunder (except as provided in Section 9.12(c) with respect to Transfer Taxes)August 31, 1999, (iii) any and all Taxes of any member of an affiliatedowed by the Company for the taxable year ended December 31, combined or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member on or 1998 and all prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law)taxable years, and (iv) any and all Taxes owed by the Company or the Shareholders arising out of any Person (other than the Company, Newco and consummation of the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to transactions contemplated hereby. For purposes of 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 indemnity in this Agreement or (B) are attributable to or arise from, and would not have been incurred but forSection 10.02, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period")interest, the amount of any penalty or additional charge included in Taxes based on or 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 Pre-Closing Tax Period shall be deemed to be the amount of such a Tax for the entire taxable period multiplied by a fraction in which the numerator of which item is the number of calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject based that gives rise to the limitations set forth in this Article 9 interest, penalty or additional charge, and not for any other period. In the event any governmental authority brings any claim to collect Taxes alleged to be owed by the Company with respect to any period prior to the Effective Date, the Acquiror and Acquiror's Subsidiary shall be determined and satisfied have the right to suspend certain payment of amounts otherwise owed to Shareholders in accordance with Section 7.10 above. Following termination of any such suspension, if Acquiror or Acquiror's Subsidiary reasonably believes that there has been a breach of any representation or warranty or covenant of the procedures and limitations set forth in Shareholders or the Company under this Article 9X or that the Company or the Shareholders have otherwise breached any obligation of any of them under this Article X, then Acquiror and Acquiror's Subsidiary shall have the right, upon written notice to the Shareholders, to withhold from any payment or issuance of shares otherwise to be made to or for the benefit of the Shareholders under this Agreement, an amount equal to the amount by which Acquiror or Acquiror's Subsidiary believes it has been damaged by such breach. There shall be no duplication The rights of the Acquiror and the Acquiror's Subsidiary under this Section 10.02 are without prejudice to any other rights or remedies that it may have by reason of this Agreement or as otherwise provided by law. If any dispute or disagreement arises between the parties with respect to any right of set off claimed by Acquiror or Acquiror's Subsidiary, under this Section 10.02, and the parties are unable to resolve such dispute, then the Arbitration provisions of Section 9.04, above, shall control. The limitations on claims described in Section 9.06 above shall not apply to Shareholders obligation to indemnify in under this Section 9.02 10.02 or to the rights of offset of Acquiror and the obligation to indemnify Acquiror's Subsidiary provided for in this Section 9.12.10.02

Tax Indemnity. From (A) Notwithstanding any other provision in this Agreement and after any disclosures made in the ClosingSchedules, Seller shall indemnify Peabody and Buyer shall be indemnified by H&H Group and their respective Affiliates (including the Company and each of its Subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and other representatives and hold them harmless from and against (i) any all liability for Taxes of the Company, Newco Company and the Sold each of its Subsidiaries for all the Pre-Closing Tax Periods (including, for the avoidance of doubt, any such Period and Taxes arising out of or related referable to the Reorganization TransactionsStraddle Indemnification Period, as allocated to Seller in accordance with Section 5.3(e), (ii) any all liability for Taxes imposed on or incurred by the Company, Newco of Seller or any Sold other Person (other than the Company or any of its Subsidiaries) which is or has ever been affiliated with the Company or any of its Subsidiaries for which the Company or any Subsidiary caused by or resulting from becomes liable for the sale of Pre-Closing Tax Period and Taxes referable to the Newco Shares hereunder (except Straddle Indemnification Period, as provided allocated to Seller in accordance with Section 9.12(c) with respect to Transfer Taxes5.3(e), (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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any all liability for Taxes of any Person (other than the Company, Newco and the Sold Company or any of its Subsidiaries) imposed on Newco the Company or any Sold Subsidiary of its Subsidiaries as a transferee or successor, by contract or pursuant to any Lawlaw, which Taxes relate to any Tax period rule or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries regulation for the Pre-Closing Tax Period and Taxes referable to the Straddle Indemnification Period, as allocated to Seller in accordance with Section 5.3(e), (iv) any loss, liability, claim, damage or expense attributable to any breach of any warranty or representation contained in Section 3.15 (relating to Taxes), without regard to any materiality qualifiers, or any breach by Seller or any of their respective Affiliates (other than, after the Closing, the Company or any of its Subsidiaries) of any covenant contained in Section 5.1(b)(ix) of this Agreement (relating to Taxes), (v) subject to section 5.3(d) all liability for Taxes arising (directly or indirectly) as a result of the sale of the Shares or the other transactions contemplated herein (including the Company Restructuring), (vi) all liability for reasonable legal, accounting, appraisal, consulting or similar fees and expenses attributable to any item in clause (i), (ii), (iii), (iv) or (v) above (each a "Tax Loss"); provided, however, that in the case of clauses (i), (ii), (iii), (iv), (v) or (vi) above, Seller shall be determined based on an interim closing liable only to the extent that such Taxes (and other related amounts), are in excess of the books amount, if any, reserved for such Taxes or reflected as of the close of business an accrued Tax liability on the Final Closing Date Balance Sheet (other than an accrued Tax liability with respect to deferred taxes); provided, further, that if, in the Tax year the Tax Loss occurred (or within the two subsequent Tax years), a Tax Benefit (as defined in Section 9.1(c)) is actually realized by Buyer or Peabody or any Affiliate thereof as a result of such Tax Loss, then after the Indemnified Party files a Tax Return claiming such Tax Loss and realizes that Tax Benefit, Buyer will pay to Seller the amount of other Taxes of the CompanyTax Benefit; provided, Newco and the Sold Subsidiaries for a Straddle Period however, that relates such payment will not be made prior to the Pre-Closing payment in full for such Tax Period Loss by Seller; provided, further, that to the extent that such Tax Benefit is denied by a Taxing Authority, Seller shall be deemed pay over to be Buyer the amount of such 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 and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant Benefit previously made to Seller under this Section 9.12 5.3(f). Notwithstanding the foregoing, this indemnity shall be subject not extend to any Tax or other amount to the limitations set forth extent that it arises as a direct result of one or more of the following: (i) any representation or warranty by any of Buyer or Peabody under this Agreement being incorrect in any material respect, (ii) the failure by any of Peabody or Buyer (or any Affiliate thereof) to perform or observe in any material respect its obligations under, or any covenant or condition in, this Article 9 and shall be determined and satisfied in accordance with Agreement, or (iii) the procedures and limitations set forth in this Article 9. There shall be no duplication between willful gross misconduct or the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12gross negligence of any of Peabody, Buyer or any Affiliate thereof.

Tax Indemnity. From (a) Except as provided in Section 2.4(b), the Sellers shall, jointly and after severally, indemnify the ClosingBuyer Indemnified Persons and hold them harmless against, Buyer shall be indemnified by H&H Group from and against without duplication, all Losses with respect to (i) any Taxes all Tax liabilities of the Company, Newco Sellers and their Affiliates (other than the Sold Subsidiaries Companies) for all Pre-Closing Tax Periods any period (includingbut specifically excluding Taxes, for if any, imposed on the avoidance of doubt, any such Taxes Sellers and arising out of the Buyers’ operation of the Business following the Closing Date or related to on the Reorganization TransactionsClosing Date following the Closing), (ii) any Taxes imposed all Tax liabilities of, the Sold Companies for all taxable periods (or portions thereof in the case of a Straddle Period) ending on or incurred by before the Company, Newco or any Sold Subsidiary caused by or resulting from Closing Date except to the sale extent of the Newco Shares hereunder (except as provided in Section 9.12(c) amounts reflected on the Final Statement of Net Asset Value; provided, that with respect to Transfer Taxes)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, (iii) any all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for IR Federal and Consolidated Income Taxes of any member of an affiliated, combined or unitary group of which the Company, Newco Seller or any of its Affiliates (other than a Sold Subsidiary is 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 member party on or prior to the Closing Date, including pursuant Date and (vii) all Tax liabilities arising solely out of or due to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax lawbreach of representations made in Sections 3.11(f)(i), and (iv3.11(f)(ii) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiariesor 3.11(i). The Tax indemnity provided under this Section 5.6(a) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or prior to the Closing Date; provided, however, that Buyer shall not be indemnified cover Losses with respect to the extent such Taxes Tax liabilities (AI) result resulting from any transaction occurring on of the Closing Date but after the Closing that is 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 (BII) are attributable to or arise from, and would not have been incurred but forresulting from any action taken after the Closing by the Buyers, any breach by 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 any provision IRCR Manufacturing S.r.o. of this Agreement. In the case of any taxable period that includes (but does not end on) Czech Republic to maintain, subsequent to the Closing Date (or, in the event of a "Straddle Period"), delayed Closing with respect to the amount of any Taxes based on or measured by income, receipts, or payroll of the aforesaid Sold Company, Newco and 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 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 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 amount of other Taxes of the Company, Newco and the Sold Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Buyers.

Tax Indemnity. From (a) Seller agrees to indemnify and after hold harmless the Closing, Buyer shall be indemnified by H&H Group Indemnitees from and against the following 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) 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) Company Parties with respect to Transfer Taxes), (iii) any Taxes Taxable periods of any member of an affiliated, combined or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member such person ending on or prior to before the Closing Date, including pursuant all income, 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 member, (ii) the Company's proportionate share, based on its ownership interest in Atlantic, of all Taxes imposed on Atlantic with respect to Treasury Regulation § 1.1502-6 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 any similar provision 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 statethe "closing of the books" method were excluded from the income of CPH, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant with respect to any Law, which Taxes relate to any Tax period or portion thereof ending 61 76 Taxable periods beginning on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 before the Closing Date and ending after the amount of other Closing Date, all Taxes of imposed on the Company Parties or the Company's proportionate share, Newco and the Sold Subsidiaries for a Straddle Period that relates based on its ownership interest in Atlantic, of all Taxes imposed on Atlantic, in each case which are allocable, pursuant to Section 12.1(c), to the Pre-Closing Tax Period shall be deemed to be the amount portion of such 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, and (v) all Taxes, if any, payable by the Company Parties or the Company's proportionate share, based on its ownership interest, of all Taxes payable by Atlantic after the Closing Date arising from or related to a breach of the representations and warranties of the denominator of which is Seller in Section 2.16(a)(vii), (viii) and (ix) and that would not otherwise have been payable by the number of days in such Straddle PeriodCompany Parties or Atlantic. Any indemnification The obligations of H&H Group pursuant to the Seller under this Section 9.12 12.1 shall not be subject to the Seller Indemnification Cap, the Seller Indemnification Basket or the Seller Indemnification Threshold, but shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.1212.9(d).

Tax Indemnity. From and after the ClosingClosing Date, Sellers shall protect, defend, indemnify and hold harmless Buyer and the Acquired Companies from any and all Taxes (including any obligation to contribute to the payment of any Taxes determined on a consolidated, combined, or unitary basis with respect to a group of corporations that includes or included the Acquired Companies), other than from any and all Taxes described in Section 7.7 (which shall be indemnified by H&H Group borne in accordance with Section 7.7) and other than from any and against all Post-Effective Date Taxes, which are (i) imposed on Sellers or any Taxes member (other than the Acquired Companies) of the Companyconsolidated, Newco and unitary or combined group which includes or included the Sold Subsidiaries Acquired Companies for all Pre-any period that ends on or before the Closing Tax Periods Date, that Buyer or the Acquired Companies pays, otherwise satisfies in whole or in part, or results in liens or other encumbrances on any of Buyer’s or the Acquired Companies’ assets; or (includingii) imposed on any of the Acquired Companies in respect of their income, business, property or operations or for which they may otherwise be liable (A) for any taxable period of the avoidance of doubt, any such Taxes arising out of Acquired Companies or related portion thereof ending prior to the Reorganization TransactionsClosing Date as provided in this Section 11 (including without limitation Taxes for which Sellers are responsible pursuant to Sections 11.1(b)-(e)), (iiB) resulting by reason of the several liability of any Taxes imposed on or incurred by of the Company, Newco Acquired Companies pursuant to Treas. Reg. Section 1.1502-6 or any Sold Subsidiary caused analogous state, local or foreign law or regulation or by or resulting from the sale reason of the Newco Shares hereunder (except as provided in Section 9.12(c) with respect to Transfer Taxes), (iii) any Taxes their having been a member of any member of an affiliatedconsolidated, 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, including pursuant (C) resulting from its ceasing to Treasury Regulation § 1.1502-6 be a member of the Seller Group, (D) resulting from the breach of Sellers’ covenants set forth in this Article 11 and/or breach of the representations and warranties set forth in Section 4.10 or any similar provision under state, local or foreign Tax law), and (ivE) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant relating to any Law, which Taxes relate to any Tax period or portion thereof ending reorganization of the Acquired Purchase and Sale Agreement — Pipeline and Storage Businesses Companies done on or prior to the Closing Date; provided, however, that Buyer . Seller shall not be indemnified have no liability under this Section 11.2 to the extent that 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 (B) are attributable to or arise from, and liability would not have been incurred but for, any breach for (y) conduct of Buyer or its Affiliates that conflict with this Agreement or (z) failures by Buyer or its Affiliates to make filings or take other actions required to be taken by Buyer or its Affiliates under this Agreement (in each case, including the Acquired Companies as an Affiliate of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) Buyer from and after the Closing Date (a "Straddle Period"and, in each case, other than matters resulting from or arising out of actions taken or failed to be taken at the direction of Seller). Indemnification for Taxes pursuant to this Section, shall also include any reasonable professional fees, accounting fees and other out of pocket costs incurred by Buyer and the Acquired Companies relating to the Tax liability for which indemnification is provided or in enforcing this indemnity. The indemnification for Taxes pursuant to this Section 11.2 shall take into account any Tax Benefit existing from such indemnification. If the amount of any Tax of an indemnitee is reduced as a result of indemnification for Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 11.2, such amount shall promptly be subject paid by the indemnitee to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12indemnitor.

Tax Indemnity. From (a) Seller shall indemnify Purchaser and after the Closing, Buyer shall be indemnified by H&H Group from Affiliates of Purchaser against any and against all (i) Excluded Taxes, and (ii) any reasonable out-of-pocket costs and expenses related to such Excluded Taxes incurred by the Purchaser, the Company or any Company Subsidiary in respect of Tax advisors of Purchaser and its Affiliates or otherwise in connection with defending the assessment of any Excluded Tax during the course of any audit or other proceedings initiated by a Taxing Authority. Purchaser and any of its Affiliates seeking indemnity under this Section 7.09(a) shall (i) without undue delay, inform Seller in writing of the Companyinitiation of any audit or other proceeding in relation to Excluded Taxes, Newco and (ii) comply with the Sold Subsidiaries claims procedure set forth in Section 9.04. Seller, at Seller’s sole cost and expense, shall control the contest (including any audit or investigation or any judicial or administrative proceeding) (such contest, a “Tax Contest”) in relation to any Excluded Taxes only if: (i) Seller acknowledges in writing to Purchaser Seller’s obligation to indemnify Purchaser for all Pre-Closing any Tax Periods (including, for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactionsliability under this Section 7.09(a), (ii) any Taxes imposed on or incurred by the Company, Newco or any Sold Subsidiary caused by or resulting from the sale Seller timely keeps Purchaser reasonably informed of the Newco Shares hereunder (except as provided in Section 9.12(c) with respect to Transfer Taxes)progress of each such Tax Contest, (iii) Seller permits Purchaser to review and comment on all written submissions made to any Taxes of any member of an affiliated, combined administrative or unitary group of which the Company, Newco or any Sold Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign judicial body in connection with each such Tax law)Contest, and (iv) any Taxes of any Person (other than to the Companyextent that a Tax assessment must be paid, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or including prior to the Closing Datecommencing a Tax Contest, Seller will be responsible for paying such assessment; provided, however, that Buyer Seller will not be permitted to settle or compromise any such Tax Contest without the prior written consent of Purchaser, which consent shall not be indemnified unreasonably withheld, conditioned or delayed, if the resolution of such Tax Contest reasonably could be expected to materially affect the Tax liability or Tax attributes of Purchaser or its Affiliates (including, after the Closing Date, the Company and the Company Subsidiaries) for any Tax period ending after the Closing Date. For the avoidance of doubt, the indemnity provided by this Section 7.09(a) shall be applicable to the transactions governed by the Transaction Agreements, 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12applicable.

Tax Indemnity. From and after (a) Notwithstanding any other provision in this Agreement to the Closingcontrary, Buyer the Seller shall be indemnified by H&H Group from liable for, will pay, will defend, and will indemnify and hold the Purchaser Indemnified Parties harmless against any and all (i) any Taxes of imposed on 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 Seller or related to the Reorganization Transactions), Parent; (ii) any Taxes imposed on or incurred by payable with respect to either the Company, Newco its Subsidiary or any Sold Subsidiary caused by their respective businesses, operations, property, or resulting from the sale assets that relate to, arise out 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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), and (iv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate are attributable to any Tax period (or portion thereof thereof) ending on or prior to the Financial Closing Date; providedDate (the "Pre-Financial Closing Period"), however, that Buyer shall not be indemnified except to the extent such Taxes are included in the calculation of Closing Working Capital; (iii) Taxes of a Person other than the Company or its Subsidiary for which the Company may be liable (A) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or non- U.S. Tax Law) as a result from of being a member of or included in any transaction occurring group which files or has filed a Tax Return on a consolidated, combined, group or unitary basis for a taxable period ending on or before the Closing Date but after Date, (B) as a transferee or (C) as a successor; (iv) except as provided in Section 9.01(b), Taxes resulting from or attributable to the Closing that is outside the ordinary course of business and not transactions contemplated by this Agreement Agreement; (v) Losses relating to, arising out of, or (B) are attributable to or arise from, and would not have been incurred but for, any resulting from the breach by Buyer of any provision covenants or agreements relating to Tax matters set forth in this Agreement (determined without regard to any matters set forth in the Seller's Disclosure Letter); and (vi) all reasonable costs and expenses relating to the review, investigation, remediation, settlement, contest, adjudication and analysis of this Agreementany matter relating to the Taxes and Losses described in clauses (i) – (iv) (collectively clauses (i) – (vi), "Excluded Tax Liability"). In For purposes hereof, in the case of any taxable Tax period that includes (but does not end on) begins before the Financial Closing Date and ends after the Financial Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll allocable to the portion of such period ending as of and including the Company, Newco and the Sold Subsidiaries for the Pre-Financial Closing Tax Period Date 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied computed in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.129.01(c).

Tax Indemnity. From and after (i) Following the Closing, Buyer Seller shall be indemnified by H&H Group indemnify and hold harmless the Purchaser from and against against, and shall pay all (iA) any liability for Taxes of the Company, Newco and the Sold Subsidiaries Bank for all any Pre-Closing Tax Periods Period, (including, B) Taxes of Bank for the avoidance of doubt, any such Taxes arising out of or related to the Reorganization Transactions)Pre-Closing Straddle Period, (iiC) any Taxes imposed on or incurred associated with a breach by the Company, Newco or any Sold Subsidiary caused by or resulting from the sale Seller of the Newco Shares hereunder (except as provided representations 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, including pursuant to Treasury Regulation § 1.1502-6 (or any similar provision under state, local or foreign Tax law), 5.16 and (ivD) any Taxes of any Person (other than the Company, Newco and the Sold SubsidiariesBank) imposed on Newco or any Sold Subsidiary as a transferee transferee, successor or successor, by contract as a result of having been a member of a consolidated or pursuant to combined tax group for any Law, which Taxes relate to any Pre-Closing Tax period or portion thereof ending on or prior to the Closing DatePeriod; provided, however, that Buyer (w) Seller’s indemnity obligation for Taxes pursuant to this Section 7.11(f) shall be reduced by the amount of any refunds of Taxes with respect to Pre-Closing Tax Periods to the extent received after the Closing by Purchaser or any of its Affiliates and not be indemnified remitted to Seller prior to the date on which Seller is required to make the applicable indemnity payment hereunder to the extent such Taxes (A) result refund is owed to Seller under Section 7.11(b); Seller shall not indemnify, defend or hold harmless the Purchaser from any transaction occurring on the Closing Date but after the Closing that liability for (I) Transfer Taxes for which Purchaser is outside the ordinary course of business and not contemplated by this Agreement responsible pursuant to Section 7.11(e) or (BII) are Taxes attributable to or arise from, and would not have been incurred but for, any a breach by Buyer Purchaser of any provision of its covenants or agreements in this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (Further, Seller’s obligation to indemnify, defend or hold harmless Purchaser from a "Straddle Period"), the amount of any Taxes based on or 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group liability pursuant to this Section 9.12 7.11(f) shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance terminate effective with the procedures and expiration of the applicable statute of limitations set forth (including extensions) in this Article 9. There respect of such liability, unless prior to such termination date a claim for indemnification with respect thereto shall be no duplication between the obligation have been made, with reasonable specificity, pursuant to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.127.11(f)(ii).

Tax Indemnity. From and after the Closing, Buyer shall be indemnified by H&H Group from and against (ia) any Taxes of the Company, Newco Seller and the Sold Subsidiaries Stockholders shall, jointly and severally, be liable for and pay, and pursuant to Article XI shall indemnify each Indemnified Person against, all Pre-Closing Tax Periods Taxes (including, for the avoidance of doubtwithout limitation, any such amounts owed by an Indemnified Person relating to Taxes arising out of pursuant to a contract or related otherwise) applicable to the Reorganization Transactions)Business, (ii) any Taxes imposed on the Acquired Assets and the Assumed Obligations, in each case attributable to taxable years 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 periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; provided, however, that neither Seller nor the Stockholders shall be liable for or pay, and shall not indemnify any Indemnified Person from and against, any Taxes for which Buyer is liable under this Agreement; including without limitation, pursuant to Treasury Regulation § 1.1502-6 (the following sentence or any similar provision under state, local or foreign Tax law)Section 3.3. Buyer shall be liable for and pay, and (iv) any Taxes of any Person (other than the Company, Newco pursuant to Article XI shall indemnify Seller and the Sold Subsidiaries) imposed on Newco Stockholders, and their respective Affiliates, from and against, all Taxes applicable to the Business, the Acquired Assets and the Assumed Obligations that are attributable to taxable years or any Sold Subsidiary as a transferee or successorperiods beginning after the Closing Date and, by contract or pursuant with respect to any LawStraddle Period, which Taxes relate to any Tax period or the portion thereof ending on or prior to of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be indemnified liable for or pay, and shall not indemnify Seller from and against, any Taxes for which Seller is liable under this Agreement; including without limitation, pursuant 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 preceding sentence or Section 3.3. For purposes of business and not contemplated by this Agreement or (B) are attributable to or arise from, and would not have been incurred but forSection 6.11(a), any breach by Buyer of any provision of this Agreement. In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company, Newco and the Sold Subsidiaries for the Pre-Closing Tax Period shall be determined based treated on an interim a “closing of the books books” basis as of two partial periods, one ending at the close of business on the Closing Date and the amount of other beginning on the day after the Closing Date, except that Taxes of the Company, Newco and the Sold Subsidiaries for (such as property Taxes) imposed on a Straddle Period that relates to the Pre-Closing Tax Period periodic basis shall be deemed to be the amount of such Tax for the entire taxable period multiplied by allocated on a fraction the numerator of which is the number of calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12daily basis.

Tax Indemnity. From (a) Subject to the provisions set forth in this Agreement and to the extent not taken into account in the calculation of Closing Net Working Capital, from and after the Closing, Seller agrees to indemnify Buyer shall be indemnified by H&H Group from and its officers, directors, employees, agents representatives and Affiliates (including, after the Closing, the Sold Companies) and hold each of them harmless against (i) any Taxes of the Company, Newco and imposed on or with respect to the Sold Subsidiaries Companies for all any Pre-Closing Tax Periods Period and, with respect to any taxable period that begins on or before and ends after the Closing Date (includinga “Straddle Period”), for the avoidance of doubt, any such Taxes arising out of or related to portion thereof ending on and including the Reorganization Transactions)Closing Date, (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 and all Taxes of any member of an affiliated, combined consolidated, combined, or unitary group of which any of the Company, Newco Sold Companies (or any Sold Subsidiary predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § §1.1502-6 (or any analogous or similar provision under state, local local, or foreign non-U.S. law or regulation, (iii) any Incremental Deferred Tax lawLiability that results in a positive amount, (iv) without duplication for any amounts recoverable for a positive Incremental Deferred Tax Liability under clause (iii) of this Section 5.6(a), any Losses resulting from each breach of the representations and warranties set forth in Section 3.11(i) of this Agreement, and (ivv) any Taxes of any Person (other than the Company, Newco and the Sold Subsidiaries) imposed on Newco or any Sold Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to any Tax period or portion thereof ending on or 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 (B) are attributable to or arise from, and would not have been incurred but for, any breach by Buyer of any provision covenants set forth in Section 5.5 of this Agreement. In Notwithstanding anything herein to the case contrary, the Tax indemnity provided under this Section 5.6(a) shall not cover Tax liabilities (I) resulting from any transaction of any taxable period the Sold Companies outside the Ordinary Course of Business that includes (but does not end on) occurs after the Closing Date or (a "Straddle Period")II) resulting from any action taken after the Closing by Buyer, the amount any of any Taxes based on or measured by income, receiptsits Affiliates, or payroll any transferee 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 Pre-Closing Tax Period shall 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 calendar days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any indemnification obligations of H&H Group pursuant to this Section 9.12 shall be subject to the limitations set forth in this Article 9 and shall be determined and satisfied in accordance with the procedures and limitations set forth in this Article 9. There shall be no duplication between the obligation to indemnify in Section 9.02 and the obligation to indemnify in this Section 9.12Buyer or its Affiliates.