Common use of Taxes; Tax Returns Clause in Contracts

Taxes; Tax Returns. (k) Sellers shall pay, reimburse, indemnify and hold harmless the Buyer Indemnitees for, from and against any and all Taxes and other Losses in respect of Taxes that (i) are imposed on or with respect to the Transferred Companies for any Pre-Closing Tax Period, and, without duplication, any interest, penalty or additions to Tax accruing after the Closing Date on Taxes described in this clause (i), (ii) arise under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of the Transferred Companies having been a member of a consolidated, combined, affiliated, unitary or other similar tax group prior to the Closing, (iii) are imposed by reason of the Transferred Companies having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract as a result of transactions taking place prior to the Closing, and (iv) resulting from an inclusion under Section 951 of the Code by any Transferred Company at the end of the taxable year of any Transferred Subsidiary that is a controlled foreign corporation (as defined under Section 957 of the Code) that includes the Closing Date to the extent such inclusion results from any transactions or activities occurring between the beginning of the taxable year of such controlled foreign corporation that includes the Closing Date and through the Closing, in each of the above cases, to the extent such Taxes exceed the accrual in respect thereof shown on the Closing Statement as finally determined; provided, that, Sellers shall not be liable or otherwise be required to pay, reimburse, indemnify or hold harmless Buyer Indemnitees for, from and against any Taxes (or any other Losses in respect of Taxes) with respect to any (x) transaction of Buyer or any of its Affiliates not in the ordinary course of business that occurs on the Closing Date but after the Closing, (y), filing of any amended Tax Return or change in any Tax election or accounting method with respect to the Transferred Companies relating to any Pre-Closing Tax Period after the Closing Date by Buyer, any of its Affiliates, or any transferee of Buyer or its Affiliates or (z) transactions pursuant to the Buyer Restructuring. The amount of any payments required to be made pursuant to this Section 6.1 shall be computed (i) without regard to any net operating loss, net capital loss or other Tax deduction, credit or benefit that is attributable to, arises from or relates to any Post-Closing Tax Period and (ii) assuming that any income or gain attributable to the Buyer Restructuring is allocated to a Post Closing Tax Period (including pursuant to Section 6.1(c)). To the extent permitted by Law, Buyer shall elect to carry forward any net operating loss, net capital loss or other Tax assets generated in a Post-Closing Tax Period. For the avoidance of doubt, the limitations described in Sections 9.4(a) and (b) shall not apply to this Section 6.1(a).

Taxes; Tax Returns. (k) Sellers shall pay, reimburse, indemnify and hold harmless the Buyer Indemnitees for, from and against any and all Taxes and other Losses in respect of Taxes that Except as set forth on Schedule 3.10(a): (i) all material Tax Returns required to be filed by or on behalf of any Core Subsidiary have been timely filed; (ii) all such Tax Returns are imposed true, correct and complete in all material respects; (iii) all material Taxes (shown as due on such Tax Returns or otherwise) due and payable by any Core Subsidiary have been timely paid; (iv) no material adjustment or deficiency relating to any of such Tax Returns or otherwise, has been proposed in writing by any Tax authority; (v) there are no outstanding summons or other document requests with respect to any Tax Returns of any Core Subsidiary or the Transferred Companies Taxes reflected on such Tax Returns or any other Tax liability imposed on any Core Subsidiary; (vi) there are no pending or, to the Knowledge of Seller, threatened actions or proceedings for the assessment or collection of Taxes against any Core Subsidiary; (vii) there are no Liens for any Pre-Closing material Taxes on any assets of any Core Subsidiary other than liens for Taxes not yet due or payable or which a Seller Group Entity is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.10(a); (viii) to the Knowledge of Seller, no claim has been made by a Tax Period, and, without duplication, Authority in a jurisdiction where Tax Returns are not filed by or on behalf of any interest, penalty or additions to Tax accruing after the Closing Date on Taxes described in this clause (i), (ii) arise under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of the Transferred Companies having been a member of a consolidatedCore Subsidiaries that any such Core Subsidiary is or may be subject to taxation by that jurisdiction; and (ix) all material Taxes required to be withheld, combined, affiliated, unitary collected or other similar tax group prior to the Closing, (iii) are imposed deposited by reason any of the Transferred Companies having liability for Taxes of another Person arising under principles of transferee Core Subsidiaries, have been timely withheld, collected or successor liability or by contract as a result of transactions taking place prior to the Closing, and (iv) resulting from an inclusion under Section 951 of the Code by any Transferred Company at the end of the taxable year of any Transferred Subsidiary that is a controlled foreign corporation (as defined under Section 957 of the Code) that includes the Closing Date to the extent such inclusion results from any transactions or activities occurring between the beginning of the taxable year of such controlled foreign corporation that includes the Closing Date and through the Closing, in each of the above casesdeposited and, to the extent such Taxes exceed required prior to the accrual in respect thereof shown date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on the Closing Statement as finally determined; providedminimum, thatestimated, Sellers shall or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not be liable and “Tax Return” or otherwise be “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, required to pay, reimburse, indemnify or hold harmless Buyer Indemnitees for, from and against any Taxes (be filed with the Internal Revenue Service or any other Losses in respect of Taxes) with respect to governmental body or tax authority or agency, whether domestic or foreign, including any (x) transaction of Buyer consolidated, combined or any of its Affiliates not in the ordinary course of business that occurs on the Closing Date but after the Closing, (y), filing of any amended Tax Return or change in any Tax election or accounting method with respect to the Transferred Companies relating to any Pre-Closing Tax Period after the Closing Date by Buyer, any of its Affiliates, or any transferee of Buyer or its Affiliates or (z) transactions pursuant to the Buyer Restructuring. The amount of any payments required to be made pursuant to this Section 6.1 shall be computed (i) without regard to any net operating loss, net capital loss or other Tax deduction, credit or benefit that is attributable to, arises from or relates to any Post-Closing Tax Period and (ii) assuming that any income or gain attributable to the Buyer Restructuring is allocated to a Post Closing Tax Period (including pursuant to Section 6.1(c)). To the extent permitted by Law, Buyer shall elect to carry forward any net operating loss, net capital loss or other Tax assets generated in a Post-Closing Tax Period. For the avoidance of doubt, the limitations described in Sections 9.4(a) and (b) shall not apply to this Section 6.1(a)unitary tax return.

Taxes; Tax Returns. (k) Sellers shall payFor periods commencing on or after January 1, reimburse2008, indemnify and hold harmless the Buyer Indemnitees for, from and against any and all Taxes and other Losses in respect of Taxes that except as set forth on Schedule 3.9(a): (i) are imposed all material Tax Returns required to be filed by or on or with respect to the Transferred Companies for behalf of any Pre-Closing Tax Period, and, without duplication, any interest, penalty or additions to Tax accruing after the Closing Date on Taxes described in this clause (i), Purchased Entity have been timely filed; (ii) arise under Treasury Regulation Section 1.1502-6 or any similar provision of stateall such Tax Returns are true, local or foreign Law by virtue of the Transferred Companies having been a member of a consolidated, combined, affiliated, unitary or other similar tax group prior to the Closing, correct and complete in all material respects; (iii) are imposed all material Taxes (shown as due on such Tax Returns or otherwise) due and payable by reason of the Transferred Companies having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract as a result of transactions taking place prior to the Closing, and any Purchased Entity have been timely paid; (iv) resulting from an inclusion under Section 951 there are no pending or, to the Knowledge of the Code Seller Parties, threatened actions or proceedings for the assessment or collection of material Taxes against any Purchased Entity; (v) there are no Liens for any material Taxes on any assets of any Purchased Entity other than liens for Taxes not yet due or payable or which a Seller Party or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.9(a); (vi) to the Knowledge of the Seller Parties, no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of any of the Purchased Entities that any such Purchased Entity is or may be subject to taxation by that jurisdiction; (vii) no Purchased Entity is a party to a Tax allocation or sharing agreement or similar agreement; (viii) no Purchased Entity has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (ix) all material Taxes required to be withheld, collected or deposited by any Transferred Company at the end of the taxable year of any Transferred Subsidiary that is a controlled foreign corporation (as defined under Section 957 of the Code) that includes the Closing Date to the extent such inclusion results from any transactions Purchased Entities, have been timely withheld, collected or activities occurring between the beginning of the taxable year of such controlled foreign corporation that includes the Closing Date and through the Closing, in each of the above casesdeposited and, to the extent such Taxes exceed the accrual in respect thereof shown on the Closing Statement as finally determined; provided, that, Sellers shall not be liable or otherwise be required to pay, reimburse, indemnify or hold harmless Buyer Indemnitees for, from and against any Taxes (or any other Losses in respect of Taxes) with respect to any (x) transaction of Buyer or any of its Affiliates not in the ordinary course of business that occurs on the Closing Date but after the Closing, (y), filing of any amended Tax Return or change in any Tax election or accounting method with respect prior to the Transferred Companies date hereof, have been paid to the relevant Tax authority. For purposes hereof, “Tax” or “Taxes” means any and all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, or estimated, including any interest, penalty, or addition thereto, whether disputed or not and “Tax Return” or “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any Pre-Closing Tax Period after the Closing Date by Buyerschedule or attachment thereto, and including any of its Affiliatesamendment thereof, or any transferee of Buyer or its Affiliates or (z) transactions pursuant to the Buyer Restructuring. The amount of any payments required to be made pursuant to this Section 6.1 shall be computed (i) without regard to any net operating loss, net capital loss or other filed with a Tax deduction, credit or benefit that is attributable to, arises from or relates to any Post-Closing Tax Period and (ii) assuming that any income or gain attributable to the Buyer Restructuring is allocated to a Post Closing Tax Period (including pursuant to Section 6.1(c)). To the extent permitted by Law, Buyer shall elect to carry forward any net operating loss, net capital loss or other Tax assets generated in a Post-Closing Tax Period. For the avoidance of doubt, the limitations described in Sections 9.4(a) and (b) shall not apply to this Section 6.1(a)Authority.

Taxes; Tax Returns. (k) Sellers shall payFor periods commencing on or after January 1, reimburse2012, indemnify and hold harmless the Buyer Indemnitees for, from and against any and all Taxes and other Losses in respect of Taxes that except as set forth on Schedule 3.8(a): (i) all material Tax Returns required to be filed by or on behalf of the Company, the Property, the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property and the Transferred Asset) have been timely filed; (ii) all such Tax Returns are imposed true, correct and complete in all material respects and have been posted to the Data-Room; (iii) all material Taxes (shown as due on such Tax Returns or otherwise) due and payable with respect to the Transferred Companies for any Pre-Closing Tax PeriodCompany, and, without duplication, any interest, penalty or additions to Tax accruing after the Closing Date on Taxes described in this clause (i), (ii) arise under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of Property and the Transferred Companies having been a member of a consolidatedAsset (and the Seller Parties and the Seller Parent, combined, affiliated, unitary or other similar tax group prior to the Closingextent the nonpayment of such Taxes would adversely impact the Company, (iii) are imposed by reason of the Property or the Transferred Companies having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract as a result of transactions taking place prior to the Closing, and Asset) have been timely paid; (iv) resulting from an inclusion under Section 951 there are no pending or, to the Knowledge of the Code by any Seller Parties or the Seller Parent, threatened actions or proceedings for the assessment or collection of material Taxes against the Company, the Property or the Transferred Company at Asset (or the end of Seller Parties or the taxable year of any Transferred Subsidiary that is a controlled foreign corporation (as defined under Section 957 of the Code) that includes the Closing Date Seller Parent, to the extent the nonpayment of such inclusion results from Taxes would adversely impact the Company, the Property or the Transferred Asset); (v) there are no Liens for any transactions or activities occurring between the beginning material Taxes on any assets of the taxable year of such controlled foreign corporation that includes the Closing Date and through the Closing, in each Company (or on any assets of the above casesSeller Parties or the Seller Parent, to the extent such Liens would adversely impact the Company, the Property or the Transferred Asset) other than liens for Taxes exceed not yet due or payable or which Interest Seller or a Tenant is contesting in good faith through appropriate proceedings, as set forth on Schedule 3.8(a); (vi) to the accrual Knowledge of the Seller Parties or the Seller Parent, no claim has been made by a Tax Authority in respect thereof shown a jurisdiction where Tax Returns are not filed by or on behalf of the Closing Statement as finally determined; providedCompany, thatthe Property, Sellers shall not be liable the Transferred Asset, the Seller Parties and the Seller Parent (to the extent the nonfiling of Tax Returns would adversely impact the Company, the Property or otherwise be required to pay, reimburse, indemnify or hold harmless Buyer Indemnitees for, from and against any Taxes (or any other Losses in respect of Taxesthe Transferred Asset) with respect to any (x) transaction of Buyer or that any of its Affiliates such Parties is or may be subject to taxation by that jurisdiction; (vii) the Company is not in a party to a Tax allocation or sharing agreement or similar agreement (and none of the ordinary course Interest Seller, the Seller Parties or the Seller Parent is a party to such an agreement, to the extent the obligations of business that occurs on the Closing Date but after Interest Seller, the ClosingSeller Parties or the Seller Parent under any such agreement would adversely impact the Company, the Property or the Transferred Asset); (y)viii) none of the Company, filing of any amended Tax Return the Interest Seller, the Seller Parties or change the Seller Parent has participated in any Tax election or accounting method with respect to “listed transaction” within the Transferred Companies relating to any Premeaning of Treasury Regulations Section 1.6011-Closing Tax Period after the Closing Date by Buyer, any of its Affiliates, or any transferee of Buyer or its Affiliates or 4(b)(2); and (zix) transactions pursuant to the Buyer Restructuring. The amount of any payments all material Taxes required to be made pursuant to this Section 6.1 shall be computed withheld, collected or deposited by the Company (i) without regard to any net operating loss, net capital loss or other Tax deduction, credit or benefit that is attributable to, arises from or relates to any Post-Closing Tax Period and (ii) assuming that any income or gain attributable Interest Seller to the Buyer Restructuring is allocated extent the nonpayment of such Taxes would adversely impact the Company) have been timely withheld, collected or deposited and, to a Post Closing Tax Period (including pursuant to Section 6.1(c)). To the extent permitted by Lawrequired prior to the date hereof, Buyer shall elect have been paid to carry forward any net operating loss, net capital loss or other the relevant Tax assets generated in a Post-Closing Tax Periodauthority. For the avoidance of doubtpurposes hereof, the limitations described in Sections 9.4(a) “Tax” or “Taxes” means any and (b) shall not apply to this Section 6.1(a).all federal, state or local income, gross receipts, license, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security and Medicare, employment or unemployment contributions, real property, personal property, sales,

Taxes; Tax Returns. (k) Sellers shall pay, reimburse, indemnify and hold harmless the Buyer Indemnitees for, from and against any and all Taxes and other Losses in respect of Taxes that Except as set forth on Schedule 3.9(a): (i) all income and any other material Tax Returns required to be filed by or on behalf of any Equity Entity have been timely filed; (ii) all such Tax Returns are imposed true, correct and complete in all material respects; (iii) all Taxes (shown as due on such Tax Returns or with respect otherwise) due and payable by any Equity Entity have been timely paid; (iv) there are no pending or, to the Transferred Companies Knowledge of the Seller Parties, threatened actions or proceedings, examinations, or audits for the assessment or collection of material Taxes against any Equity Entity; (v) there are no Liens for any Prematerial Taxes on any Property or any other assets of any Equity Entity other than liens for Taxes not yet due or payable; (vi) no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of any of the Equity Entities that any such Equity Entity is or may be subject to taxation by that jurisdiction; (vii) no Equity Entity is a party to a Tax allocation or sharing agreement or similar agreement; (viii) no Equity Entity has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-Closing 4(b)(2); (ix) no Equity Entity (A) has ever been a member of an affiliated group (within the meaning of Code Section 1504(a)) filing a consolidated federal income Tax PeriodReturn (or any consolidated or unitary returns under any state, andlocal or foreign law) or (B) has any liability for the Taxes of any Person (other than such company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, without duplicationlocal, or foreign law), as a transferee or successor, by contract, or otherwise; (x) no Equity Entity will be required to include any interestitem of income in, penalty or additions to Tax accruing exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on Taxes or prior to the Closing Date; (B) “closing agreement” as described in this clause Section 7121 of the Code (i), (ii) arise under Treasury Regulation Section 1.1502-6 or any corresponding or similar provision of state, local or foreign Law income Tax law) executed on or prior to the Closing Date; (C) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) election under Section 108(i) of the Code; (xi) no Equity Entity has, within the two years preceding the Closing Date, been either a “distributing corporation” or a “controlled corporation” in a distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) is applicable; (xii) no Equity Entity is subject to Tax in any country other than its country of incorporation or formation by virtue of the Transferred Companies having been a member of a consolidated, combined, affiliated, unitary permanent establishment or other similar tax group prior to the Closingplace of business in that country; (xiii) each Equity Entity is in material compliance with all applicable transfer pricing laws (including, (iii) are imposed by reason of the Transferred Companies having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract as a result of transactions taking place prior to the Closingwithout limitation, and (iv) resulting from an inclusion under Section 951 of the Code by any Transferred Company at the end of the taxable year of any Transferred Subsidiary that is a controlled foreign corporation (as defined under Section 957 482 of the Code) that includes and regulations, including the Closing Date execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology to the extent required by such inclusion results from laws; (xiv) all material Taxes required to be withheld, collected or deposited by any transactions or activities occurring between the beginning of the taxable year of such controlled foreign corporation that includes the Closing Date and through the ClosingEquity Entities, in each of the above caseshave been timely withheld, collected or deposited and, to the extent such required prior to the date hereof, have been paid to the relevant Tax authority; and (xv) no Equity Entity is liable for the Taxes exceed the accrual in respect thereof shown on the Closing Statement as finally determined; provided, that, Sellers shall not be liable of any third party or otherwise be required to pay, reimburse, indemnify has any secondary liability resulting from a breakup or hold harmless Buyer Indemnitees for, exit from and against any Taxes (a tax group or tax consolidation or any other Losses group relief and / or loss surrender arrangement of which it is a member prior to Closing. Nothing in respect of Taxesthis Section 3.9(a) shall be deemed to be a representation with respect to any (x) transaction of Buyer or any of its Affiliates not in the ordinary course of business that occurs on the Closing Date but after the Closing, (y), filing of any amended Tax Return or change in any Tax election or accounting method with respect to the Transferred Companies relating to any Pre-Closing Tax Period after the Closing Date by Buyer, any of its Affiliates, or any transferee of Buyer or its Affiliates or (z) transactions pursuant to the Buyer Restructuring. The amount of any payments required to be made pursuant to this Section 6.1 shall be computed (i) without regard to any net operating loss, net capital loss or other Tax deduction, credit or benefit that is attributable to, arises from or relates to any Post-Closing Tax Period and (ii) assuming that any income or gain attributable to the Buyer Restructuring is allocated to a Post Closing Tax Period (including pursuant to Section 6.1(c)). To the extent permitted by Law, Buyer shall elect to carry forward any net operating loss, net capital loss or other Tax assets generated in a Post-Closing Tax Period. For the avoidance of doubt, the limitations Transfer Taxes described in Sections 9.4(a) and (b) shall not apply to this Section 6.1(a)5.5.

Taxes; Tax Returns. (k) Sellers shall pay, reimburse, indemnify and hold harmless the Buyer Indemnitees for, from and against any and all Taxes and other Losses in respect of Taxes that Except as set forth on Schedule 3.9(a): (i) all income and any other material Tax Returns required to be filed by or on behalf of any Equity Entity have been timely filed; (ii) all such Tax Returns are imposed true, correct and complete in all material respects; (iii) all Taxes (shown as due on such Tax Returns or with respect otherwise) due and payable by any Equity Entity have been timely paid; (iv) there are no pending or, to the Transferred Companies Knowledge of the Seller Parties, threatened actions or proceedings, examinations, or audits for the assessment or collection of material Taxes against any Equity Entity; (v) there are no Liens for any Prematerial Taxes on any Property or any other assets of any Equity Entity other than liens for Taxes not yet due or payable; (vi) no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of any of the Equity Entities that any such Equity Entity is or may be subject to taxation by that jurisdiction; (vii) no Equity Entity is a party to a Tax allocation or sharing agreement or similar agreement; (viii) no Equity Entity has participated in any "listed transaction" within the meaning of Treasury Regulations Section 1.6011-Closing 4(b)(2); (ix) no Equity Entity (A) has ever been a member of an affiliated group (within the meaning of Code Section 1504(a)) filing a consolidated federal income Tax PeriodReturn (or any consolidated or unitary returns under any state, andlocal or foreign law) or (B) has any liability for the Taxes of any Person (other than such company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, without duplicationlocal, or foreign law), as a transferee or successor, by contract, or otherwise; (x) no Equity Entity will be required to include any interestitem of income in, penalty or additions to Tax accruing exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on Taxes or prior to the Closing Date; (B) "closing agreement" as described in this clause Section 7121 of the Code (i), (ii) arise under Treasury Regulation Section 1.1502-6 or any corresponding or similar provision of state, local or foreign Law income Tax law) executed on or prior to the Closing Date; (C) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; (E) prepaid amount received on or prior to the Closing Date; or (F) election under Section 108(i) of the Code; (xi) no Equity Entity has, within the two years preceding the Closing Date, been either a "distributing corporation" or a "controlled corporation" in a distribution in which the parties to such distribution treated the distribution as one to which Section 355 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) is applicable; (xii) no Equity Entity is subject to Tax in any country other than its country of incorporation or formation by virtue of the Transferred Companies having been a member of a consolidated, combined, affiliated, unitary permanent establishment or other similar tax group prior to the Closingplace of business in that country; (xiii) each Equity Entity is in material compliance with all applicable transfer pricing laws (including, (iii) are imposed by reason of the Transferred Companies having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract as a result of transactions taking place prior to the Closingwithout limitation, and (iv) resulting from an inclusion under Section 951 of the Code by any Transferred Company at the end of the taxable year of any Transferred Subsidiary that is a controlled foreign corporation (as defined under Section 957 482 of the Code) that includes and regulations, including the Closing Date execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology to the extent required by such inclusion results from laws; (xiv) all material Taxes required to be withheld, collected or deposited by any transactions or activities occurring between the beginning of the taxable year of such controlled foreign corporation that includes the Closing Date and through the ClosingEquity Entities, in each of the above caseshave been timely withheld, collected or deposited and, to the extent such required prior to the date hereof, have been paid to the relevant Tax authority; and (xv) no Equity Entity is liable for the Taxes exceed the accrual in respect thereof shown on the Closing Statement as finally determined; provided, that, Sellers shall not be liable of any third party or otherwise be required to pay, reimburse, indemnify has any secondary liability resulting from a breakup or hold harmless Buyer Indemnitees for, exit from and against any Taxes (a tax group or tax consolidation or any other Losses group relief and / or loss surrender arrangement of which it is a member prior to Closing. Nothing in respect of Taxesthis Section 3.9(a) shall be deemed to be a representation with respect to any (x) transaction of Buyer or any of its Affiliates not in the ordinary course of business that occurs on the Closing Date but after the Closing, (y), filing of any amended Tax Return or change in any Tax election or accounting method with respect to the Transferred Companies relating to any Pre-Closing Tax Period after the Closing Date by Buyer, any of its Affiliates, or any transferee of Buyer or its Affiliates or (z) transactions pursuant to the Buyer Restructuring. The amount of any payments required to be made pursuant to this Section 6.1 shall be computed (i) without regard to any net operating loss, net capital loss or other Tax deduction, credit or benefit that is attributable to, arises from or relates to any Post-Closing Tax Period and (ii) assuming that any income or gain attributable to the Buyer Restructuring is allocated to a Post Closing Tax Period (including pursuant to Section 6.1(c)). To the extent permitted by Law, Buyer shall elect to carry forward any net operating loss, net capital loss or other Tax assets generated in a Post-Closing Tax Period. For the avoidance of doubt, the limitations Transfer Taxes described in Sections 9.4(a) and (b) shall not apply to this Section 6.1(a)5.5.