Common use of Tax Provisions Clause in Contracts

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer for the benefit of Employee are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (including any applicable interest and penalties, the “Excise Tax”), no such payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (without

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer the Company for the benefit of Employee the Executive are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") (including any applicable interest and penalties, the “"Excise Tax”"), no such payment (“"Parachute Payment”") shall be reduced (except for required tax withholdings) and Employer the Company shall pay to Employee the Executive by the earlier of the date such Excise Tax is withheld from payments made to Employee the Executive or the date such Excise Tax becomes due and payable by Employeethe Executive, an additional amount (the “"Gross-Up Payment”") such that the net amount retained by Employee the Executive (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h6(i) and Excise Tax upon the payment provided for by this Section 7(h6(i)), shall be equal to the amount Employee the Executive would have received if no Excise Tax had been imposed. A tax Tax counsel chosen by the Employer’s Company's independent auditors, provided such person is reasonably acceptable to the Employee Executive (“"Tax Counsel”"), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee the Executive of its determination. Employer The Company and Employee the Executive shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s the Company's reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee the Executive shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee the Executive shall repay to Employer the Company promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutthe

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer the Company for the benefit of Employee the Executive are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") (including any applicable interest and penalties, the “"Excise Tax”"), no such payment (“"Parachute Payment”") shall be reduced (except for required tax withholdings) and Employer the Company shall pay to Employee the Executive by the earlier of the date such Excise Tax is withheld from payments made to Employee the Executive or the date such Excise Tax becomes due and payable by Employeethe Executive, an additional amount (the “"Gross-Up Payment”") such that the net amount retained by Employee the Executive (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h6(h) and Excise Tax upon the payment provided for by this Section 7(h6(h)), shall be equal to the amount Employee the Executive would have received if no Excise Tax had been imposed. A tax Tax counsel chosen by the Employer’s Company's independent auditors, provided such person is reasonably acceptable to the Employee Executive (“"Tax Counsel”"), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee the Executive of its determination. Employer The Company and Employee the Executive shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s the Company's reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee the Executive shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee the Executive shall repay to Employer the Company promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutwithout interest). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time a Parachute Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall pay the Executive an additional amount with respect to the Gross-Up Payment in respect of such excess (plus any interest or penalties payable in respect of such excess) at the time that the amount of such excess is finally determined. The Company shall reimburse the Executive for all reasonable fees, expenses, and costs related to determining the reasonableness of any Company position in connection with this paragraph and preparation of any tax return or other filing that is affected by any matter addressed in this paragraph, and any audit, litigation or other proceeding that is affected by any matter addressed in this Section 6(h) and an amount equal to the tax on such amounts at the Executive's Tax Rate. For the purposes of the foregoing, "Tax Rate" means the Executive's effective tax rate based upon the combined federal and state and local income, earnings, Medicare and any other tax rates applicable to the Executive, all at the highest marginal rate of taxation in the country and state of the Executive's residence on the date of determination, net of the reduction in federal income taxes which could be obtained by deduction of such state and local taxes.

Tax Provisions. In The Executive acknowledges and agrees that the event that Company may directly or indirectly withhold from any payments under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation. Anything in this Agreement or in any other compensationplan, benefit program or other amount from Employer agreement to the contrary notwithstanding and except as set forth below, in the event that (i) the Executive becomes entitled to any benefits or payments under Section VII hereof and (ii) it shall be determined that any payment or distribution by the Company to or for the benefit of Employee are the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section IX) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986Code, as amended or any interest or penalties are incurred by the Executive with respect to such excise tax (the “Code”) (including such excise tax, together with any applicable such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), no such then the Executive shall be entitled to receive an additional payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the a “Gross-Up Payment”) in an amount such that after payment by the net amount retained by Employee Executive of all taxes (after deduction of including any Excise Tax on the Parachute Paymentsinterest or penalties imposed with respect to such taxes), including, without limitation, any income taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(hand any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the payment provided for by this Section 7(h))Gross-Up Payment, shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the Executive retains an amount of the Gross-Up PaymentPayment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section X, Employee if it shall be deemed determined that the Executive is entitled to pay taxes at the Tax Rate applicable at the time of the a Gross-Up Payment. In the event , but that the Payments do not exceed 110% of the greatest amount (the “Reduced Amount”) that could be paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax is subsequently determined Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. All determinations required to be less than the amount taken into account hereunder at the time made under this Section X, including whether and when a Parachute Gross-Up Payment is made, Employee shall repay to Employer promptly following the date that required and the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable and the assumptions to be utilized in arriving at such reduction (withoutdetermination, shall be made by Deloitte & Touche LLP or such other certified public accounting firm as may be designated by the Company.

Tax Provisions. In (a) Landlord’s failure to render or delay in rendering any statement with respect to any Tax Payment or installment thereof shall not prejudice Landlord’s right to thereafter render such a statement, nor shall the event rendering of an incorrect statement for any Tax Payment or installment thereof prejudice Landlord’s right to thereafter render a corrected statement therefor. If Landlord fails to render a statement with respect to any particular Tax Payment or installment thereof within two (2) years after the Expiration Date of this Lease, Landlord shall be deemed to have waived its right to claim any deficiency. (b) Landlord and Tenant confirm that any payments the computations under this Agreement Article 3 are intended to constitute a formula for agreed rental escalation and may or any other compensation, benefit or other amount from Employer may not constitute an actual reimbursement to Landlord for the benefit Taxes. If the Building has been or shall be condominiumized, then Tenant’s Tax Payments shall, if necessary, be equitably adjusted such that Tenant shall thereafter continue to pay the same share of Employee are subject the Taxes of the condominiumized Building as Tenant would pay in the absence of such condominimization. (c) Each Tax Payment in respect of a Tax Year, which begins prior to the tax imposed by Section 4999 commencement of the Internal Revenue Code Term or ends after the expiration or earlier termination of 1986this Lease, as amended (the “Code”) (including and any applicable interest and penalties, the “Excise Tax”), no such payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay refund pursuant to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)3.04(f), shall be equal prorated to correspond to that portion of such Tax Year occurring within the Term. (d) Landlord shall have no obligation to bring any application or proceeding seeking a reduction in Taxes or the assessed valuation of the Building. Tenant hereby waives to the amount Employee would fullest extent permitted by law any right Tenant may now or in the future have received if no Excise Tax had been imposed. A tax counsel chosen by to protest or contest any Taxes or to bring any application or proceeding seeking a reduction in Taxes or the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any assessed valuation of the Parachute Payments are subject to Building or otherwise challenging the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutdetermination thereof.

Tax Provisions. In (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the event that any payments under transactions contemplated by this Agreement shall be paid equally by the Sellers, on the one hand, and the Buyer, on the other hand, when due, and the Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and if required by applicable law, Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation. (b) The Representative, on behalf of the Sellers, shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns of the Xxxxxxx Companies for any Taxable period ending on or before the Closing Date (“Pre-Closing Periods”) based on closing the books with respect to the Xxxxxxx Companies as of the Closing Date. Such Tax Returns will be prepared in a manner consistent with prior Tax Returns of the Xxxxxxx Companies to the extent permitted by applicable law. Buyer shall approve such Tax Returns prior to filing, which approval shall not be unreasonably withheld or delayed. All Taxes payable with respect to these Pre-Closing Period Tax Returns, except to the extent paid prior to the Closing Date (including estimated tax payments) or included in the Closing Balance Sheet as a current liability on the Closing Balance Sheet that is taken into account in determining the Purchase Price under Section 1.6 hereof shall be borne by the Sellers (other compensationthan Pentland). No Xxxxxxx Company shall file any amended Tax Return or claim for refund with respect to any Pre-Closing Period without the consent of the Representative, benefit which consent shall not be unreasonably withheld or delayed. The Representative only may file an amended return or claim for refund on behalf a Xxxxxxx Company for any Pre-Closing Period, and may do so only with the consent of Buyer, which consent shall not be unreasonably withheld or delayed. The Xxxxxxx Company in question shall execute any document reasonably necessary to file and prosecute such amended return or claim for refund. Except to the extent any refund is reflected as an asset on the Closing Balance Sheet and is taken into account in determining the Purchase Price in Section 1.6, any refund of Taxes paid with respect to any Pre-Closing Period of a Xxxxxxx Company shall belong to the Sellers (other amount from Employer than Pentland) entirely, and the Xxxxxxx Company shall promptly pay over to the Representative, for the benefit of Employee are subject the Sellers (other than Pentland), any such refund for distribution pursuant to the tax imposed by Section 4999 of the Internal Revenue Code of 19861.10(a) hereof. (c) Buyer shall prepare or cause to be prepared, as amended (the “Code”) and file or cause to be filed, all Tax Returns (including any applicable interest and penalties, all schedules which comprise such return) of the Xxxxxxx Companies for Taxable periods commencing on or before the Closing Date and ending after the Closing Date (a “Excise TaxStraddle Period”). Sellers (other than Pentland) shall pay (or cause to be paid from the Escrow Funds) to the affected Xxxxxxx Company within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes that relates to the Taxable period ending on the Closing Date (“Seller Period”), no except to the extent such payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay to Employee Taxes are paid by the earlier Xxxxxxx Companies or Sellers prior to Closing, including amounts paid in respect of estimated Taxes relating to the date such Excise Tax Seller Period, or are included in the Closing Balance Sheet as a current liability on the Closing Balance Sheet that is withheld from payments made to Employee or taken into account in the date such Excise Tax becomes due and payable by EmployeePurchase Price adjustment under Section 1.6 hereof. For the purposes of this Section 8.4(c), an additional amount (in the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction case of any Excise Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax on that relates to the Parachute PaymentsSeller Period shall (i) in the case of any Taxes other than Taxes imposed upon or related to income or receipts, taxes be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the Taxable period up to and including the Closing Date, and the denominator of which is the number of days in the entire Taxable period, and (ii) in the case of any Tax based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h))or related to income or receipts, shall be deemed to be equal to the amount Employee that would have received be payable if no Excise the relevant Taxable period ended at the end of the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Taxable period ended at the end of the Closing Date. Notwithstanding the foregoing, the Tax had been imposedconsequences of any transaction occurring on the Closing Date that are caused to occur by Buyer and not incurred in the Ordinary Course of Business with respect to a Straddle Period shall not be treated as occurring during the Seller Period. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable All determinations necessary to give effect to the Employee (“Tax Counsel”), allocations described in this Section 8.4(c) shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments be made in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount prior practice of the Gross-Up PaymentXxxxxxx Companies, Employee except for changes required by law or fact. No Xxxxxxx Company shall file any amended return or claim for refund with respect to any Straddle Period without the prior written consent of the Representative, which consent shall not be unreasonably withheld. Any refund of Taxes paid with respect to any Straddle Period shall be allocated among the Sellers (other than Pentland) and Buyer in the same proportions as their shares of Taxes (allocated separately in the same manner as Taxes are allocated pursuant to this Section 8.4(c)). Each Xxxxxxx Company shall promptly pay over to the Representative, for the benefit of the Sellers (other than Pentland), any refund that such Xxxxxxx Company may receive of any Taxes paid with respect to any Straddle Period. (d) Buyer and the Sellers (other than Pentland) agree to furnish or cause to be furnished to each other, upon request, as promptly as practical, such information (including reasonable access to books and records, Tax Returns and Tax filings) and assistance as is reasonably necessary for the filing of any Tax Return, the conduct of any Tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any Tax matter. Buyer and the Sellers (other than Pentland) shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings and each shall execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Section 8.4. Any Tax audit or other Tax proceeding shall be deemed to pay taxes at be a Third Person claim subject to the Tax Rate applicable at procedures set forth in Article X of this Agreement. (e) For the time avoidance of doubt, the Parties confirm that Pentland has no rights, liabilities or obligations under the provisions of Section 8.4(b), (c) or (d) and that the rights, liabilities or obligations under such Sections shall be exclusively for the benefit of, or borne by, the Sellers other than Pentland. (f) The provisions of Section 8.4(b), (c) and (d) shall apply to BIC in the same manner as to the Xxxxxxx Companies, except that, (i) in each place in which it appears, the words “Sellers” and “Representative” shall be deleted and the word “Heritage” shall be inserted in lieu thereof, (ii) the words “Xxxxxxx Companies” shall be deleted and the word “BIC” shall be inserted in lieu thereof, and (iii) any modifiers of any of the Gross-Up Payment. In foregoing words shall be omitted or changed as the event context may require to indicate that the Excise Tax affected company is subsequently determined solely BIC. The parties acknowledge and agree that, among other things, BIC will amend its income tax returns to be less than the amount taken into take account hereunder at the time a Parachute Payment is madeof certain deductions available to it for Pre-Closing Periods and not previously claimed, Employee shall repay to Employer promptly following the date that the amount and will seek refunds of prior overpayments of income taxes during such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutperiods.

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer for the benefit of Employee are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (including any applicable interest and penalties, the “Excise Tax”), no such payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutpay

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer (a) Sellers shall be responsible for the benefit preparation of Employee are subject the Company’s federal and state Tax Returns for the taxable years which end on or prior to the tax imposed by Section 4999 Closing Date and such Tax Returns shall be prepared in a manner consistent with the prior practice of the Internal Revenue Code Company. Sellers shall provide Purchaser with an opportunity to review and comment on such Tax Returns at least ten (10) Business Days prior to the date that such Returns are due to be filed (taking into account extensions of 1986the due date thereof). Any Company Tax due with respect to such Tax Returns or, as amended in the case of any Tax Returns for taxable years which include the Closing Date, the portions of such Tax relating to pre-Closing Tax periods (including in each case payments of estimated Tax) shall, to the extent not accrued by the Company (the “Code”) (including any applicable interest and penalties, amount accrued by the “Excise Tax”), no such payment (“Parachute Payment”) Company shall be reduced (except for required tax withholdings) and Employer shall pay to Employee paid by the earlier Company) be paid by Sellers to the Company on the later of two (2) days before the first date on which such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable without interest or penalties or two (2) days after Purchaser’s request for such payment, and upon receipt by Employeethe Company shall be promptly paid over by the Company to the relevant taxing authority. If the amount due pursuant to the immediately preceding sentence is not paid by Sellers by the due date specified therein, an additional amount the same shall carry interest, without duplication of interest included in the definition of Taxes, from (the “Gross-Up Payment”and including) such that due date to (but not including) the net amount retained by Employee (after deduction date of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be at an annual rate of interest equal to the amount Employee would have received if no Excise reference or “prime” rate from time to time of JPMorgan Chase Bank. (b) The Majority Shareholder shall indemnify and hold harmless, without duplication, Purchaser and the Company (collectively, the “Tax had been imposedIndemnified Parties”) from and against any and all Liabilities and Losses of the Company or Purchaser based upon, resulting from or arising out of Company Taxes arising (or deemed to arise) with respect to pre-Closing Tax periods. A In the case of any Tax relating to a taxable period of the Company that includes but does not end on the Closing Date, the portion of such Tax relating to the portion of such taxable period which ends on the Closing Date shall be computed for purposes of clause (a) of this Section 4.6 in a manner which is consistent with the same computation undertaken for purposes of the preparation of the Financial Statements. (c) After the Closing Date, Sellers shall make reasonably available to Purchaser, and Purchaser shall make reasonably available to Sellers, all information, records or documents within their possession or control relating to Tax Liabilities or potential Tax Liabilities of the Company with respect to pre-Closing Tax periods, and shall preserve all such information, records and documents until the expiration of any applicable statute of limitations or extensions thereof. Sellers shall afford Purchaser, and Purchaser shall afford Sellers, the right to take extracts therefrom and to make copies thereof to the extent reasonably necessary to permit Purchaser or Sellers to prepare Returns, to conduct negotiations with tax counsel chosen by authorities, and to implement the Employer’s independent auditorsprovisions of, provided such person and to investigate any claims between the Parties arising under this Agreement. Sellers and Purchaser shall also cooperate, in all other respects, with each other as is reasonably acceptable necessary for Purchaser or Seller to prepare such Returns, conduct any such negotiations, and investigate any such claims referred to herein. (d) As between Purchaser and Sellers, Purchaser shall to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Taxmaximum extent possible pay, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns necessary Returns and reports regarding other documentation with respect to, all transfer (excluding transfer gains), documentary, sales, use, stamp, registration and other such Parachute Payments Taxes (including any penalties, interest, additions to tax, and costs and expenses relating to such Taxes) incurred in a manner consistent connection with Employer’s reasonable good faith determination. For purposes of determining the amount consummation of the Gross-Up Paymenttransactions contemplated by this Agreement. If Sellers are required by applicable Law to pay such Taxes and/or file such Returns, Employee Purchaser shall prepare such Returns and/or pay Seller at Closing or promptly thereafter any amounts Sellers are obligated to pay (as applicable). Sellers shall cooperate with Purchaser in the preparation of all such Returns, and, if required by applicable Law, Sellers will join in the execution of any such Returns and other documentation. (e) A. Subject to the provisions of this subsection (e) of this Section 4.6, Sellers shall have the right, at their own expense, to control, manage and be responsible for any audit, contest, claim, proceeding or inquiry with respect to Taxes of the Company for any Tax period ending on or before the Closing Date and shall have the right to settle or contest in their discretion any such audit, contest, claim, proceeding or inquiry; provided, however, that (i) Sellers shall not have the right to control, settle or contest any such proceeding unless it first acknowledges in writing its obligation to fully indemnify the Tax Indemnified Parties for the Taxes payable by the Company at issue in the proceeding; (ii) no settlement or disposition of any such proceeding shall be deemed made without Purchaser’s prior written consent, which shall not be unreasonably withheld, if such settlement or disposition reasonably could be expected to pay taxes at affect the Company’s liability for Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the any taxable period or portion of a taxable period ending after the Gross-Up Payment attributable Closing Date and (iii) Purchaser shall have the right to attend and participate in, at its own expense, any such reduction proceeding controlled by Seller pursuant to this Section 4.6(e) only if such proceedings reasonably could be expected to affect the Company’s liability for Taxes (withoutit being understood that Purchaser shall not unreasonably withhold its consent if Sellers request that certain limited meetings with agents of a taxing authority be held without Purchaser’s representative in attendance, provided that Purchaser is kept fully informed with respect to any such meeting).

Tax Provisions. In (a) If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an Indemnified Person pursuant to Section 9.2, then such Indemnified Person shall promptly give notice to the event that Indemnifying Person in writing of such claim and of any payments under this Agreement counterclaim the Indemnified Person proposes to assert (a “Tax Claim”); provided, however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person has been materially prejudiced as a result of such failure. (i) With respect to any Tax Claim relating to a Pre-Closing Tax Period or (ii) with respect to any other compensationTax Claim not included in clause (i) for which CAG is the Indemnifying Person (and for these purposes has, benefit or other amount from Employer for the benefit of Employee are subject to any conditions, agreed to assume the tax imposed by Section 4999 defense of the Internal Revenue Code of 1986such Tax Claim (and such assumption will, as amended (the “Code”) (including any applicable interest and penalties, the “Excise Tax”), no such payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an unless additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable information at the time of the Gross-Up Payment. In the event assumption emerges to change this conclusion, conclusively establish for purposes of this Agreement that the Excise claims made in that Tax is subsequently determined Claim are within the scope of and subject to indemnification)), CAG shall, solely at its own cost and expense, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided that, with respect to Tax Claims described above, (x) CAG must regularly consult with, and accept the reasonable comments of, Investor relating to such Tax Claim and (y) CAG may not settle such Tax Claim without the consent of Investor, such consent not to be less than unreasonably withheld, other than, with respect to both (x) and (y), any Tax Claim, any issue arising from any Tax Claim or any settlement of a Tax Claim where the amount taken into account hereunder at Tax Claim, issue, or settlement does not, and would not be reasonably expected to, materially impact the time Taxes, Tax refunds, claims or assessments, or Tax accounting or reporting of the CTG Business, the CTG Companies, the LLCs or Investor, in each case solely for a Parachute Payment is made, Employee shall repay to Employer promptly following taxable period that begins on or after the date that the amount of such reduction in Excise Tax is finally determined Closing Date or for the portion of a Straddle Period that begins on or after the Gross-Up Payment attributable Closing Date. (c) Freebird shall control all proceedings with respect to any Tax Claim relating to Taxes of the CTG Companies for any Straddle Period or taxable period beginning after the Closing Date (other than Tax Claims to which Section 9.7(b)(ii) is applicable), but, with respect to any Tax Claim that relates in whole or in part to any taxable period (or portion thereof) ending prior to the Closing Date (as determined pursuant to Section 9.9), (i) Freebird must regularly consult with, and accept the reasonable comments of, CAG relating to such reduction Tax Claim and (withoutii) Freebird may not settle such Tax Claim without the consent of CAG, such consent not to be unreasonably withheld, other than, with respect to both (i) and (ii), any Tax Claim, any issue arising from any Tax Claim or any settlement of a Tax Claim where the Tax Claim, issue, or settlement does not affect the liability of the CAG Parties under Section 9.2. (d) This Section 9.7, and not Section 9.5, shall govern the procedures for any Tax Claim.

Tax Provisions. In TĀKE TĀREWA‌ GST: The following applies to the event that GST treatment of the supply of [the/any] Super Lot:‌ any payments consideration payable for supply of [the/any] Super Lot under this Agreement is exclusive of any GST charged in respect of that supply; HNZ Build warrants that at [the/each] Settlement Date it will be a registered person for GST purposes; the Developer warrants that: it is a registered person, its address and its GST registration number are as set out in the Specific Terms; and it will continue to be a registered person for GST purposes; the parties agree that the supply of [the/any] Super Lot sold to the Developer by HNZ Build under this Agreement (Super Lot Supply) will be zero-rated for GST purposes under section 11(1)(mb) of the GST Act; the Developer confirms that, for the purposes of section 78F(2) of the GST Act as at [the/each] Settlement Date: the Developer is acquiring [the/each] Super Lot with the intention of using it for making taxable supplies; and it does not intend to use [the/any] Super Lot as a principal place of residence for the Developer or any other compensationperson associated with the Developer under section 2A(1)(c) of the GST Act; if, benefit or other amount from Employer for any reason, the Super Lot Supply is not zero-rated for GST purposes under section 11(1)(mb) of the GST Act and HNZ Build has the obligation to account for any GST charged in respect of the Super Lot Supply:‌ the Developer must pay to HNZ Build, in addition to the consideration otherwise payable for the benefit of Employee are subject supply, an amount equal to the tax imposed by Section 4999 GST charged in respect of the Internal Revenue Code of 1986, as amended Super Lot Supply (the “Code”) (including any applicable interest and penalties, the “Excise Tax”GST Amount), no such payment (“Parachute Payment”) shall be reduced (except for required within 2 Working Days of HNZ Build issuing to the Developer a tax withholdings) and Employer shall invoice or debit note in respect of the supply; the Developer must pay to Employee HNZ Build, in addition to the GST Amount, and upon demand by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by EmployeeHNZ Build, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of equal to any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate Default GST (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable Amended ADLS Terms); and‌ it will not be a defence to a claim against the Employee Developer for payment to HNZ Build of any amount payable under clause (“Tax Counsel”), shall determine in good faith whether any of f)(ii) that HNZ Build has failed to mitigate the Parachute Payments are subject to the Excise Tax and the damages suffered by HNZ Build by paying an amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining GST when it fell due under the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutGST Act.

Tax Provisions. In the event that any payments under this Agreement or the benefits provided for in the Agreement, when aggregated with any other compensationpayments or benefits received by the Employee, benefit or other amount from Employer for would (i) constitute “parachute payments” within the benefit meaning of Employee are Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (including any applicable interest and penalties, the “Excise Tax”), no such payment (“Parachute Payment”) then the Employee’s benefits hereunder shall be reduced either (except for required tax withholdingsa) and Employer shall pay delivered in full, or (b) delivered as to Employee by the earlier such lesser extent that would result in no portion of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are benefits being subject to the Excise Tax Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the amount of any Excise Tax, and Tax Counsel shall promptly notify results in the receipt by the Employee on an after-tax basis, of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the greatest amount of the Gross-Up Paymentbenefits, Employee shall notwithstanding that all or some portion of such benefits may be deemed to pay taxes at the Tax Rate applicable at the time taxable under Section 4999 of the Gross-Up PaymentCode. Any reduction in payments and/or benefits required by this Section 13 shall occur in the following order: (1) reduction of vesting acceleration of equity awards; (2) reduction of cash payments; and (3) reduction of other benefits paid or provided to the Employee. In the event that the Excise Tax acceleration of vesting of equity awards is subsequently determined to be less than reduced, such acceleration of vesting shall be cancelled in the amount taken into account hereunder at reverse order of the time date of grant for the Employee’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a Parachute Payment is madepro-rata basis. Unless the Company and the Employee otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”) whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall repay furnish to Employer promptly following the date that Accountants such information and documents as the amount Accountants may reasonably request in order to make a determination under this paragraph. The provisions of such reduction in Excise Tax is finally determined this Section 14 shall survive the portion termination of this Agreement and the Gross-Up Payment attributable to such reduction (withoutEmployee’s employment with the Company.

Tax Provisions. In the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer for the benefit of Employee are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") or, if applicable, the Canadian equivalent thereof (including any applicable interest and penalties, the “"Excise Tax”"), no such payment (“"Parachute Payment”") shall be reduced (except for required tax withholdings) and Employer shall pay to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “"Gross-Up Payment”") such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s 's independent auditors, provided such person is reasonably acceptable to the Employee (“"Tax Counsel”"), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s 's reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withoutwithout interest). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time a Parachute Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Employer shall pay the Employee an additional amount with respect to the Gross-Up Payment in respect of such excess (plus any interest or penalties payable in respect of such excess) at the time that the amount of such excess is finally determined. Employer shall reimburse Employee for all reasonable fees, expenses, and costs related to determining the reasonableness of Employer's position in connection with this paragraph and preparation of any tax return

Tax Provisions. (a) In any case provided in Section 2.04 in which Tenant is entitled to a refund, Landlord may, in lieu of making such refund, credit against future installments of Rent any amounts to which Tenant shall be entitled. Nothing in this Article 2 shall be construed so as to result in a decrease in the event that Fixed Rent. If this Lease shall expire before any payments such credit shall have been fully applied, then (provided Tenant is not in monetary default beyond any applicable notice and grace period under this Agreement Lease) Landlord shall refund to Tenant the unapplied balance of such credit. (b) Landlord's failure to render or delay in rendering any statement with respect to any Tax Payment or installment thereof shall not prejudice Landlord's right to thereafter render such a statement, nor shall the rendering of an incorrect statement for any Tax Payment or installment thereof prejudice Landlord's right to thereafter render a corrected statement therefor. (c) Landlord and Tenant confirm that the computations under this Article 2 are intended to constitute a formula for agreed rental escalation and may or may not constitute an actual reimbursement to Landlord for Taxes. If the Building shall be condominiumized, then Tenant's Tax Payments shall, if necessary, be equitably adjusted such that Tenant shall thereafter continue to pay the same share of the Taxes of the Building as Tenant would pay in the absence of such condominimization. If the size of either Building A or Building B shall be increased due to a recalculation of the rentable square footage of Building A or Building B or for any other compensationreason, benefit or other amount from Employer for Tenant's Tax Share shall be recalculated to reflect the benefit ratio of Employee are subject the rentable square feet in the Premises to the tax imposed by Section 4999 revised number of the Internal Revenue Code of 1986rentable square feet in Building A or Building B, as amended appropriate. (d) Each Tax Payment in respect of a Tax Year, which begins prior to the “Code”) (including Possession Date or ends after the expiration or earlier termination of this Lease, and any applicable interest and penalties, the “Excise Tax”), no such payment (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay refund pursuant to Employee by the earlier of the date such Excise Tax is withheld from payments made to Employee or the date such Excise Tax becomes due and payable by Employee, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Employee (after deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax Rate (as defined below) upon the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)2.04(f), shall be equal prorated to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by the Employer’s independent auditors, provided such person is reasonably acceptable correspond to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time a Parachute Payment is made, Employee shall repay to Employer promptly following the date that the amount portion of such reduction in Excise Tax is finally determined Year occurring within the portion of the Gross-Up Payment attributable to such reduction (withoutTerm.

Tax Provisions. In (a) The parties agree to treat the event that any payments under this Agreement or any other compensation, benefit or other amount from Employer for purchase and sale of the benefit Company Membership Interests as a purchase of Employee are subject the Company’s assets (determined after giving effect to the tax imposed by Section 4999 Land Distribution and the Excess Cash Dividend and all payments to be made hereunder) and assumption of the Internal Revenue Code Company’s liabilities (determined after giving effect to the payments required under Section 2.1(b) for income tax purposes. (b) As soon as practicable after the Closing but in any event within 90 days of 1986the Closing, as amended Purchaser shall deliver to Seller a statement (the “Code”) (including any applicable interest and penalties, the “Excise TaxAllocation Statement”), no such payment allocating the Purchase Price (“Parachute Payment”) shall be reduced (except for required tax withholdings) and Employer shall pay plus assumed liabilities, to Employee by the earlier extent properly taken into account under Section 1060 of the date such Excise Tax is withheld Code) among the assets of the Company (determined after giving effect to the Land Distribution and the Excess Cash Dividend) in accordance with Section 1060 of the Code. Thereafter, Purchaser shall provide Seller from payments made time to Employee or time a revised Allocation Statement, so as to report any matter on the date such Excise Tax becomes due and payable by Employee, an additional amount (the “Gross-Up Payment”) such Allocation Statement that the net amount retained by Employee (after deduction needs updating. Purchaser shall also provide to Seller a copy of any Excise Tax on internal or third-party appraisal and any supporting documentation used to prepare the Parachute Payments, taxes based upon Allocation Statement and revisions thereto. If within 15 days after the Tax Rate (as defined below) upon delivery of the payment provided for by this Section 7(h) and Excise Tax upon the payment provided for by this Section 7(h)), shall be equal Allocation Statement Seller notifies Purchaser in writing that Seller objects to the amount Employee would have received if no Excise Tax had been imposed. A tax counsel chosen by allocation set forth in the Employer’s independent auditorsAllocation Statement, provided Purchaser and Seller shall use commercially reasonable efforts to resolve such person is reasonably acceptable to the Employee (“Tax Counsel”), shall determine in good faith whether any of the Parachute Payments are subject to the Excise Tax and the amount of any Excise Tax, and Tax Counsel shall promptly notify Employee of its determination. Employer and Employee shall file all tax returns and reports regarding such Parachute Payments in a manner consistent with Employer’s reasonable good faith determination. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay taxes at the Tax Rate applicable at the time of the Gross-Up Paymentdispute within 20 days. In the event that Purchaser and Seller are unable to resolve such dispute within 20 days, Purchaser and Seller shall jointly retain a nationally recognized accounting firm (the Excise Tax is subsequently determined “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be less than adjusted to reflect such resolution. The costs, fees and expenses of the amount taken into account hereunder at the time a Parachute Payment is made, Employee Accounting Referee shall repay to Employer promptly following the date be borne equally by Purchaser and Seller. (c) Purchaser and Seller agree that the amount of Transferred Land shall be treated as having been purchased for the Land Note and that such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (withouttransactions contemplated by this Agreement shall be treated as separate sale of property for income tax purposes.