Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. Except as otherwise provided herein, the Sellers shall be jointly and severally liable to Purchaser, the Companies and the Subsidiaries and shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to any liability of the Companies and the Subsidiaries for the following Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (A) Taxes imposed on Sellers' Group (other than the Companies and the Subsidiaries) for any taxable year; (B) Taxes imposed on the Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable year or period ending on or before the Closing Date shall be referred to collectively hereinafter as "Pre-Closing Periods"); (C) Taxes required to be paid or reimbursed by the Sellers under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers); (D) Taxes or additional Taxes imposed on the Purchaser, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) as a result of the breach of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwritten); provided, however, that the Sellers shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers shall not be liable for or indemnify Purchaser for such Taxes arising, directly or indirectly, as a result of any acts, transactions or omissions of Purchaser or the Companies or the Subsidiaries which are not in the ordinary course of business and which occur after the consummation of the transactions contemplated hereby. Except as set forth in Section 5.4(a)(v) hereof, the Sellers shall be entitled to any refund of Taxes of the Companies and/or the Subsidiaries received in respect of such Pre-Closing Periods only to the extent that the amount of such refund exceeds the amount of Tax receivables contained in the Final Closing Balance Sheet.

Liability for Taxes. Except as otherwise provided herein(a) After the Closing and subject to the other provisions of Article XIII and Section 14.01, the Sellers Seller shall be jointly liable for and severally liable pay, and shall indemnify and hold harmless Buyer Indemnified Parties from and against, and pay and reimburse Buyer Indemnified Parties for, all Losses that any Buyer Indemnified Party at any time suffers or incurs, or to Purchaserwhich any Buyer Indemnified Party otherwise becomes subject to, as a result of or in connection with, without duplication, (i) all Taxes imposed on any of the Acquired Companies and pursuant to Treas. Reg. § 1.1502-6 or similar provision of state or local law solely as a result of an Acquired Company having been a member of a Consolidated Tax Group prior to the Subsidiaries and shallClosing Date (including, unless otherwise directed by Purchaserfor the avoidance of doubt, pay to Purchaser an amount equal to any liability of the Acquired Companies and for Taxes pursuant to Section 965(a) of the Subsidiaries Code determined without regard to whether the due date for the following Taxes (including, without limitation, any obligation to contribute to the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (ii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Tax determined on a consolidatedContract the primary subject matter of which is Taxes, combinedrelating to an event or transaction occurring before the Closing Date, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (Aiii) Taxes imposed on Sellers' Group (other than any of the Acquired Companies and the Subsidiaries) for any taxable year; (B) Taxes imposed on the Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or period that ends on or before the Closing Accounts Date and, with respect to any taxable year or period beginning before and ending after the Closing DateStraddle Period, the portion of such taxable year Straddle Period ending on and including the Closing Accounts Date (an "Interim Period"including, for the 87 avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (Interim Periods and or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies for any taxable year Post-Accounts Date Taxable Period (or period portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date shall be referred to collectively hereinafter as "Pre-and ending on and including the earlier of (x) the last day of such Straddle Period and (y) the Closing Periods"); Date, and (Cv) Taxes required to be paid or reimbursed by resulting from the Sellers under Section 5.4(a)(vi)(to the extent such Seller Conversion Event (other than Taxes have not been paid by the Sellers); (D) Taxes or additional Taxes imposed on the Purchaser, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) arising as a result of the breach inability to make a Section 338(h)(10) Election as a result of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereofa Seller Conversion Event, Taxes or other payments required to which shall be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwrittenan Excluded Tax); provided, however, that the Sellers shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers Seller shall not be liable for or pay, and shall not indemnify Purchaser for such Buyer Indemnified Parties from and against (A) any Taxes arisingtaken into account as a liability in calculating Expense Overruns, directly or indirectly, (B) any Taxes imposed on any Acquired Company as a result of any acts, transactions or omissions of Purchaser or (other than the Companies or the Subsidiaries which are not in the ordinary course of business and which occur Seller Conversion Event) occurring after the consummation of Closing on the transactions contemplated hereby. Except as Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (C) any Taxes to the extent shown as a liability on the PLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (D) any 338 Increased Tax Liability, as defined in Section 5.4(a)(v10.08 (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) hereofof the preceding sentence, Buyer, the Sellers Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for all federal income Tax purposes (in accordance with Treas. Reg. §1.1502-76(b)(1)(ii)(B)) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit or offset of Taxes claimed in lieu of cash Tax refunds) Taxes (net of any cost, expenses or Taxes in connection with such refund) allocable to any taxable year or period that ends on or before the Companies and/or Accounts Date and, with respect to any Straddle Period, the Subsidiaries received in respect portion of such Pre-Closing Periods only Straddle Period ending on and including the Accounts Date. If any amount paid pursuant to the extent that preceding sentence shall subsequently be challenged successfully by any Tax Authority, Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the amount of Acquired Company, as applicable, with respect to such challenge. Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund exceeds or credit, including through the amount filing of amended Tax receivables contained Returns. Upon a request by Seller in writing, Buyer shall inform Seller shortly after the Final Closing Balance Sheetend of a relevant calendar year as to whether any such refund or credit is, or with the taking of action would be, available.

Liability for Taxes. Except as otherwise provided herein(a) From and after the Closing, Seller shall indemnify and hold harmless the Sellers shall be jointly Buyer Indemnified Parties from and severally liable to Purchaser, the Companies and the Subsidiaries and shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to against any liability of the Companies and the Subsidiaries for the following Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Companies and/or the Subsidiaries and Taxes Losses resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (Ai) Taxes imposed on Sellers' Group Excluded Taxes, (other than the Companies and the Subsidiaries) for any taxable year; (Bii) Taxes imposed on the Acquired Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or period that ends on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and(including Taxes arising with respect to the Reorganization), (iii) Taxes imposed on any member of an Affiliated Group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of Law), (iv) Taxes of any Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on Buyer (or any direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the Closing relating to the Acquired Companies, and (vi) reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period beginning that ends on or before and ending after the Closing Date, and with respect to any Straddle Period, the portion of such taxable year Straddle Period ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable year or period ending on or before the Closing Date shall be referred to collectively hereinafter as "Pre-Closing Periods"); (C) Taxes required to be paid or reimbursed by the Sellers under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers); (D) Taxes or additional Taxes imposed on the Purchaser, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) as a result of the breach of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwritten)Date; provided, however, that the Sellers shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers Seller shall not be liable for or pay, and shall not indemnify Purchaser Buyer from and against, any (A) any Assumed Taxes, (B) without duplication of (a), any Taxes to the extent taken into account as a liability for such Taxes arising, directly in clause (f) of the Final Closing Indebtedness or indirectly, (C) any Taxes imposed on the Acquired Companies as a result of any acts, transactions or omissions of Purchaser or the Companies or the Subsidiaries which are not in outside the ordinary course of business and which occur occurring after the consummation of Closing on the transactions contemplated hereby. Except as set forth in Section 5.4(a)(v) hereof, the Sellers shall be entitled to any refund of Taxes of the Companies and/or the Subsidiaries received in respect of such Pre-Closing Periods only to the extent that the amount of such refund exceeds the amount of Tax receivables contained in the Final Closing Balance SheetDate.

Liability for Taxes. Except as otherwise provided herein(a) Parent shall be responsible for, pay or cause to be paid, indemnify the Buyers and each of their subsidiaries and Affiliates (including the QNX Entities after the Closing Date) (each a “Buyer Tax Indemnitee”), and hold each Buyer Tax Indemnitee harmless from and against, any and all Taxes (i) of, or imposed on, the Sellers shall be jointly and severally liable to Purchaser, the Companies and the Subsidiaries and shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to QNX Entities in respect of any liability of the Companies and the Subsidiaries for the following Taxes Pre-Closing Period; (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (Aii) Taxes imposed on Sellers' Group (other than the Companies and the Subsidiaries) upon QSSI for any taxable year; (B) Taxes imposed on the Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or period that ends on or before or includes the Closing Date and, with pursuant to Section 1.1502-6 of the United States Treasury Regulations or any similar provision of state or local law; (iii) of another person imposed on any of the QNX Entities under any Tax sharing or Tax allocation agreement in respect to of - 63 - any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable year or period ending on or before the Closing Date shall be referred to collectively hereinafter as "Pre-Closing Periods"Period, (iv) imposed on or assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any interest and penalties related thereto); , in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Agreement, or (Cv) attributable to any breach by Parent or any of its Affiliates of any covenant contained in this Agreement, in each case to the extent any such Taxes required are due or payable to be paid or reimbursed any Tax Authority by the Sellers Buyer Tax Indemnitees under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers); Applicable Law (D) Taxes or additional Taxes imposed on the Purchasercollectively, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) as a result of the breach of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwritten“Parent Taxes”); provided, however, that notwithstanding the Sellers foregoing, Parent shall not be responsible for, and Parent Taxes shall not include, any Taxes to the extent that such Taxes are specifically included as a Current Liability on the Closing Date Balance Sheet or the Closing Date Working Capital Statement (or the applicable worksheets thereto) (“WC Taxes”) or result from (x) any breach by the Buyers or any of their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business on the Closing Date after the Closing Time; or (z) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which Parent shall be obligated responsible for pursuant to indemnify against, or pay or cause to be paid, any amounts in respect of this Section 6.2(a) shall include all Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only of or attributable to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries QNX Entity in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one income reported on or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay be shown in respect any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, other than any Buyer Taxes. Any indemnity payment required to be made by Parent pursuant to this Section 6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, the amount of such excess (any such amount, an "overprovision"which shall be dealt with in Section 6.3(b)) shall be set off against any other amounts made within thirty (30) days of written notice from the Buyers, which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers notice shall not be liable for or indemnify Purchaser for such Taxes arising, directly or indirectly, as delivered to Parent prior to a result of any acts, transactions or omissions of Purchaser or the Companies or the Subsidiaries which are not in the ordinary course of business and which occur after the consummation of the transactions contemplated hereby. Except as set forth in Section 5.4(a)(v) hereof, the Sellers shall be entitled to any refund of Taxes of the Companies and/or the Subsidiaries received in final determination with respect of such Pre-Closing Periods only to the extent that the amount of issue to which such refund exceeds the amount of Tax receivables contained in the Final Closing Balance Sheetindemnity relates.

Liability for Taxes. Except as otherwise provided herein(a) After the Closing and subject to the other provisions of Article XIII and Section 14.01, the Sellers Seller shall be jointly liable for and severally liable pay, and shall indemnify and hold harmless Buyer Indemnified Parties from and against, and pay and reimburse Buyer Indemnified Parties for, all Losses that any Buyer Indemnified Party at any time suffers or incurs, or to Purchaserwhich any Buyer Indemnified Party otherwise becomes subject to, as a result of or in connection with, without duplication, (i) all Taxes imposed on any of the Acquired Companies and pursuant to Treas. Reg. § 1.1502-6 or similar provision of state or local law solely as a result of an Acquired Company having been a member of a Consolidated Tax Group prior to the Subsidiaries and shallClosing Date (including, unless otherwise directed by Purchaserfor the avoidance of doubt, pay to Purchaser an amount equal to any liability of the Acquired Companies and for Taxes pursuant to Section 965(a) of the Subsidiaries Code determined without regard to whether the due date for the following Taxes (including, without limitation, any obligation to contribute to the payment of such Taxes (or portion thereof) is prior to, on or after the Closing Date), (ii) any Taxes of any Person imposed on the Acquired Companies arising under the principles of transferee or successor liability or by a Tax determined on a consolidatedContract the primary subject matter of which is Taxes, combinedrelating to an event or transaction occurring before the Closing Date, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (Aiii) Taxes imposed on Sellers' Group (other than any of the Acquired Companies and the Subsidiaries) for any taxable year; (B) Taxes imposed on the Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or period that ends on or before the Closing Accounts Date and, with respect to any taxable year or period beginning before and ending after the Closing DateStraddle Period, the portion of such taxable year Straddle Period ending on and including the Closing Accounts Date (an "Interim Period"including, for the avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code determined without regard to whether the due date for the payment of such Taxes (Interim Periods and or portion thereof) is prior to, on or after the Closing Date), (iv) Taxes in excess of the Lockbox Tax Liability calculated with respect to the Acquired Companies for any taxable year Post-Accounts Date Taxable Period (or period portion thereof) ending on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date shall be referred to collectively hereinafter as "Pre-and ending on and including the earlier of (x) the last day of such Straddle Period and (y) the Closing Periods"); Date, and (Cv) Taxes required to be paid or reimbursed by resulting from the Sellers under Section 5.4(a)(vi)(to the extent such Seller Conversion Event (other than Taxes have not been paid by the Sellers); (D) Taxes or additional Taxes imposed on the Purchaser, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) arising as a result of the breach inability to make a Section 338(h)(10) Election as a result of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereofa Seller Conversion Event, Taxes or other payments required to which shall be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwrittenan Excluded Tax); provided, however, that the Sellers shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers Seller shall not be liable for or pay, and shall not indemnify Purchaser for such Buyer Indemnified Parties from and against (A) any Taxes arisingtaken into account as a liability in calculating Expense Overruns, directly or indirectly, (B) any Taxes imposed on any Acquired Company as a result of any acts, transactions or omissions of Purchaser or (other than the Companies or the Subsidiaries which are not in the ordinary course of business and which occur Seller Conversion Event) occurring after the consummation of Closing on the transactions contemplated hereby. Except as Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (C) any Taxes to the extent shown as a liability on the PLICMI Statutory Statements prepared as of December 31, 2018, or the GAAP Financial Statements prepared as of December 31, 2018, and (D) any 338 Increased Tax Liability, as defined in Section 5.4(a)(v10.08 (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) hereofof the preceding sentence, Buyer, the Sellers Acquired Companies, and all Persons related to the Acquired Companies under Section 267(b) of the Code immediately after the Closing shall treat such transactions for all federal income Tax purposes (in accordance with Treas. Reg. §1.1502- 76(b)(1)(ii)(B)) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit or offset of Taxes claimed in lieu of cash Tax refunds) Taxes (net of any cost, expenses or Taxes in connection with such refund) allocable to any taxable year or period that ends on or before the Companies and/or Accounts Date and, with respect to any Straddle Period, the Subsidiaries received in respect portion of such Pre-Closing Periods only Straddle Period ending on and including the Accounts Date. If any amount paid pursuant to the extent that preceding sentence shall subsequently be challenged successfully by any Tax Authority, Seller shall repay Buyer or an Acquired Company, as applicable, such amount, together with any interest imposed thereon and any reasonable out-of-pocket costs incurred by Buyer or the amount of Acquired Company, as applicable, with respect to such challenge. Upon request by Seller in writing, Buyer shall, and shall cause its Affiliates to, take such steps as may be reasonably available to secure any such refund exceeds or credit, including through the amount filing of amended Tax receivables contained Returns. Upon a request by Seller in writing, Buyer shall inform Seller shortly after the Final Closing Balance Sheetend of a relevant calendar year as to whether any such refund or credit is, or with the taking of action would be, available.

Liability for Taxes. Except as otherwise provided herein(a) From and after the Closing, the Sellers shall be jointly and severally liable to Purchaserindemnify WRF, the Legend Companies and the Subsidiaries their respective Affiliates, and shallhold them harmless from and against, unless otherwise directed any Loss to WRF, any Legend Company or any of their respective Affiliates incurred by Purchaser, pay to Purchaser an amount equal to reason of or resulting from any liability and all Taxes or other amounts imposed on any of the Legend Companies and the Subsidiaries for the following Taxes (including, without limitation, any obligation to contribute or attributable to the payment activities of any of the Legend Companies with respect or pursuant to (i) any taxable period of any of the Legend Companies ending on or prior to the Closing Date (a Tax determined on "Pre- Closing Period"), (ii) any taxable period of any of the Legend Companies beginning before the Closing Date and ending after the Closing (a consolidated, combined, unitary, aggregate or other similar basis "Straddle Period") but only with respect to the portion of such Straddle Period ending at the end of the day on the Closing Date and in the manner provided in Section 8.2(d) hereof (such portion, a group "Pre-Closing Straddle Period"), (iii) a breach or inaccuracy in any representation contained in Section 3.12 of corporations that includes this Agreement or included any covenant of the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): Sellers set forth in this Article VIII, (Aiv) any Taxes imposed on Sellers' Group (other than the Companies and the Subsidiaries) any member of any group with which any Legend Company files or has filed a Tax Return on an affiliated, consolidated, combined or unitary basis for any taxable year; (B) Taxes imposed on the Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or Tax period that ends beginning on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date (an "Interim Period"v) (Interim Periods and any taxable year or period ending on or before the Closing Date shall be referred to collectively hereinafter as "Pre-Closing Periods"); (C) Taxes required to be paid or reimbursed by the Sellers under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers); (D) Taxes or additional Taxes imposed on the Purchaser, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) as a result of the breach of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made after the Closing Date by any Legend Company or any Subsidiary to any party (other than any Company or any Subsidiary) Person under (or in respect of) any Tax sharing, groupSharing, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwritten)oral) and (vi) the actions or circumstances set forth on Schedules 3.15(g) and 3.15(h) to this Agreement; provided, however, provided that such indemnification shall not apply or extend to any Taxes which are properly reflected as a liability on the Sellers Net Working Capital Certificate. Xxxxxx X. Xxxxxxx shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, jointly and severally liable for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") each other Seller shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers shall not be severally liable for or indemnify Purchaser for each such Taxes arising, directly or indirectly, as a result of any acts, transactions or omissions of Purchaser or the Companies or the Subsidiaries which are not pro rata in the ordinary course of business and which occur after the consummation of the transactions contemplated hereby. Except as set forth in Section 5.4(a)(v) hereof, the Sellers shall be entitled proportion to any refund of Taxes of the Companies and/or the Subsidiaries received in respect of such Pre-Closing Periods only to the extent that the amount of such refund exceeds the amount of Tax receivables contained in the Final Closing Balance SheetSeller's Purchase Price Percentage.

Liability for Taxes. Except as otherwise provided herein, the Sellers (i) Seller shall be jointly liable for and severally liable pay, and pursuant to Purchaser, Article X (and subject to the Companies limitations thereof) shall indemnify and the Subsidiaries hold harmless each Buyer Group Member against any and shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to all Taxes (A) imposed on any liability of the Companies and the Subsidiaries for the following Taxes (including, without limitation, any obligation pursuant to contribute to the payment Treas. Reg. ss. 1.1502-6 or similar provision of state or local law solely as a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group result of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be having been members of Sellers' the Seller's Affiliated Group): (A) Taxes imposed on Sellers' Group (other than the Companies and the Subsidiaries) for any taxable year; , (B) Taxes imposed on any of the Companies and/or the Subsidiaries Companies, or for which any of the Companies and/or the Subsidiaries may otherwise be liable liable, for any taxable year or period that ends on or before the Closing Cut-Off Date and, with respect to any taxable year or period beginning before and ending after the Closing DateStraddle Period, the portion of such taxable year Straddle Period ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable year or period ending on or before the Closing Date shall be referred to collectively hereinafter as "PreCut-Closing Periods"); Off Date, (C) any Xxxxxxx 000 Xxxxx, (X) any Income Taxes required to be paid or reimbursed by arising from transactions outside the Sellers under Section 5.4(a)(vi)(to ordinary course of business after the extent such Taxes have not been paid by Cut-Off Date but before the Sellers); Closing, (DE) Taxes or additional any Income Taxes imposed on the Purchaser, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) as a result of the breach Companies ceasing to be members of Seller's Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of the covenants Code, and (F) any Taxes imposed by reason of the Sellers set forth herein; and transfer of assets pursuant to Section 6.10 (E) except as provided in the "Section 5.4(a)(viii) hereof, Taxes or other payments required to be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwritten6.10 Taxes"); provided, however, that the Sellers shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers Seller shall not be liable for or pay, and does not agree to indemnify Purchaser for such or hold harmless any Buyer Group Member from and against, (I) Taxes arisingto the extent shown as a liability on the Cut-Off Date Working Capital Statement, directly and (II) any Taxes (other than Section 338 Taxes) that result from any actual or indirectlydeemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of any actsthe purchase of the Shares of Parisian Wholesalers, transactions Inc. or omissions of Purchaser or the Companies or the Subsidiaries which are not in the ordinary course of business and which occur after the consummation of that result from the transactions contemplated herebyby this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other Tax purposes (Taxes described in this proviso, hereinafter "Excluded Taxes"). Except as set forth in Section 5.4(a)(v) hereof, the Sellers Seller shall be entitled to any refund of (or credit for) Taxes of the Companies and/or the Subsidiaries received in respect of such Pre-Closing Periods only for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent that shown as an asset on the amount of such refund exceeds the amount of Tax receivables contained in the Final Closing Balance SheetCut-Off Date Working Capital Statement.

Liability for Taxes. Except as otherwise provided herein(a) Parent shall be responsible for, pay or cause to be paid, indemnify the Buyers and each of their subsidiaries and Affiliates (including the QNX Entities after the Closing Date) (each a “Buyer Tax Indemnitee”), and hold each Buyer Tax Indemnitee harmless from and against, any and all Taxes (i) of, or imposed on, the Sellers shall be jointly and severally liable to Purchaser, the Companies and the Subsidiaries and shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to QNX Entities in respect of any liability of the Companies and the Subsidiaries for the following Taxes Pre-Closing Period; (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (Aii) Taxes imposed on Sellers' Group (other than the Companies and the Subsidiaries) upon QSSI for any taxable year; (B) Taxes imposed on the Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or period that ends on or before or includes the Closing Date and, with pursuant to Section 1.1502-6 of the United States Treasury Regulations or any similar provision of state or local law; (iii) of another person imposed on any of the QNX Entities under any Tax sharing or Tax allocation agreement in respect to of any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable year or period ending on or before the Closing Date shall be referred to collectively hereinafter as "Pre-Closing Periods"Period, (iv) imposed on or assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any interest and penalties related thereto); , in respect of the acquisition by Buyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Agreement, or (Cv) attributable to any breach by Parent or any of its Affiliates of any covenant contained in this Agreement, in each case to the extent any such Taxes required are due or payable to be paid or reimbursed any Tax Authority by the Sellers Buyer Tax Indemnitees under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers); Applicable Law (D) Taxes or additional Taxes imposed on the Purchasercollectively, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) as a result of the breach of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwritten“Parent Taxes”); provided, however, that notwithstanding the Sellers foregoing, Parent shall not be responsible for, and Parent Taxes shall not include, any Taxes to the extent that such Taxes are specifically included as a Current Liability on the Closing Date Balance Sheet or the Closing Date Working Capital Statement (or the applicable worksheets thereto) (“WC Taxes”) or result from (x) any breach by the Buyers or any of their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business on the Closing Date after the Closing Time; or (z) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which Parent shall be obligated responsible for pursuant to indemnify against, or pay or cause to be paid, any amounts in respect of this Section 6.2(a) shall include all Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only of or attributable to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries QNX Entity in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one income reported on or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay be shown in respect any Combined Tax Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, other than any Buyer Taxes. Any indemnity payment required to be made by Parent pursuant to this Section 6.2(a) (other than any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, the amount of such excess (any such amount, an "overprovision"which shall be dealt with in Section 6.3(b)) shall be set off against any other amounts made within thirty (30) days of written notice from the Buyers, which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers notice shall not be liable for or indemnify Purchaser for such Taxes arising, directly or indirectly, as delivered to Parent prior to a result of any acts, transactions or omissions of Purchaser or the Companies or the Subsidiaries which are not in the ordinary course of business and which occur after the consummation of the transactions contemplated hereby. Except as set forth in Section 5.4(a)(v) hereof, the Sellers shall be entitled to any refund of Taxes of the Companies and/or the Subsidiaries received in final determination with respect of such Pre-Closing Periods only to the extent that the amount of issue to which such refund exceeds the amount of Tax receivables contained in the Final Closing Balance Sheetindemnity relates.

Liability for Taxes. Except as otherwise provided herein(i) Seller shall indemnify Buyer and its Affiliates, including the Sellers shall be jointly and severally liable Transferred Entities other than BCL for all Losses that arise from or relate or are attributable to Purchaser(A) Taxes of, imposed on or with respect to the Companies Transferred Entities (for the avoidance of doubt, including BCL) and the Subsidiaries and shall, unless otherwise directed by Purchaser, pay Transferred Assets which have arisen or may arise wholly in respect or in consequence of any Event occurring or deemed to Purchaser an amount equal to any liability of the Companies and the Subsidiaries for the following Taxes occur on or before Closing (including, without limitation, any obligation to contribute prejudice to the payment foregoing, the execution or performance of the Agreement) or any income, profits or gains earned, accrued or received in any taxable period ending on or prior to the Closing Date and the portion through the end of the Closing Date of any taxable period that includes (but does not end on) the Closing Date (a “Pre-Closing Period”), to the extent such Taxes (i) are not reflected on or reserved for in the calculation of Final Net Book Value, and (ii) do not arise, and are not increased, as a result of a Tax determined on voluntary transaction, action or omission carried out or effected by Buyer or a consolidatedTransferred Entity, combinedor any member of Buyer’s Group, unitaryat any time after Closing, aggregate other than any such transaction, action or other similar basis omission carried out or effected (u) with respect to a group the filing of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (A) Taxes imposed on Sellers' Group (other than the Companies and the Subsidiaries) any Tax Return for any taxable year; (B) Taxes imposed on the Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or Tax period that ends begins on or before the Closing Date and, with respect to any taxable year or period beginning before after and ending ends after the Closing Date, (v) with the portion consent of Seller, such taxable year ending on and including the Closing Date consent not to be unreasonably withheld, conditioned or delayed, (an "Interim Period"w) where such transaction, action or omission is required by applicable Law, (Interim Periods and any taxable year or period ending x) under a legally binding commitment of a Transferred Entity created on or before the Closing Date shall be referred or (y) pursuant to collectively hereinafter as "Pre-Closing Periods"); (C) Taxes required to be paid or reimbursed by the Sellers under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers); (D) Taxes or additional Taxes imposed on the Purchaser, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) as a result obligation in any of the breach of the covenants of the Sellers set forth herein; and Transaction Documents or (Ez) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwritten); provided, however, that the Sellers shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers shall not be liable for or indemnify Purchaser for such Taxes arising, directly or indirectly, as a result of any acts, transactions or omissions of Purchaser or the Companies or the Subsidiaries which are not in the ordinary course of business and of a Transferred Entity, as carried on at Closing, (B) Transfer Taxes for which occur after Seller is liable pursuant to this Section 5.5(a), (C) Taxes imposed on Seller or any member (other than a Transferred Entity) of a consolidated, affiliated, combined, unitary or similar group with which Seller or any of its Affiliates files a consolidated, affiliated, combined, unitary or similar Tax Return for any tax period, (D) Taxes imposed on or payable by any Transferred Entity under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law) by reason of such Transferred Entity being included in any consolidated, affiliated, combined, unitary or similar group at any time on or before the consummation Closing Date, (E) Taxes imposed as a result of or attributable to any Section 338(h)(10) Election, (F) any breach of a representation made in Section 3.8 or (G) Taxes suffered by any Transferred Entity arising in consequence of the transactions contemplated hereby. Except as set forth in Section 5.4(a)(v) hereof, the Sellers shall be entitled to failure by another company (not being any refund of Taxes of the Companies and/or Transferred Entities or any member of the Subsidiaries received Buyer’s Group) to discharge taxation within a specified time or otherwise, and for which the relevant Transferred Entity is liable as a result of having at any time prior to or at Closing been a member of the same group as that company for the purposes of any Taxes or as a result of having at any time prior to or at Closing controlled or been controlled by another Person (not being any of the Transferred Entities or any member of the Buyer’s Group) (construing “control” in respect accordance with Sections 707 and 708 of such Pre-Closing Periods only to the extent that the amount of such refund exceeds the amount of Tax receivables contained in the Final Closing Balance SheetCorporation Taxes Act 2010).

Liability for Taxes. Except as otherwise provided herein, the Sellers (i) Seller shall be jointly liable for and severally liable pay, and pursuant to PurchaserArticle X (and subject to the applicable limitations thereof), Seller agrees to indemnify and hold harmless each Buyer Group Member from and against (A) all Taxes for any taxable year that ends on or before the Companies Closing Date (or the portion of any Straddle Period ending on and including the Subsidiaries Closing Date) and shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to imposed on any liability of the Acquired Companies and the Subsidiaries for the following Taxes (including, without limitation, pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state or local law solely as a result of any obligation to contribute to the payment such Acquired Company having been a member of a Consolidated Tax Group or any Tax sharing agreement, and (B) any income Tax imposed on any of the Acquired Companies for any taxable year or period that ends on or before the Closing Date (including all income Taxes required to be shown on the Acquired Companies’ Tax Return for its short taxable year ending on the Closing Date, determined on a consolidatedin accordance with Treasury Regulation Section 1.1502-76(b) or any comparable provision of state or local Law), combined, unitary, aggregate or other similar basis and with respect to a group any Straddle Period, the portion of corporations that includes or included such Straddle Period ending on and including the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): Closing Date; (AC) all Taxes imposed on Sellers' Group any of the Acquired Companies as a result of, arising from or related to any Non-Business Divestitures (other than the Companies and the Subsidiaries) for any taxable year; (B) regardless of whether such Taxes imposed on the Non-Business Divestitures are attributable or allocable to taxable years ending prior to, on, or after the Closing Date); (D) all income Tax on deferred intercompany income or gain of the Acquired Companies and/or as a result of, arising from or related to the Subsidiaries Non-Business Divestitures that occurred after October 31, 2006, to the extent that the Acquired Companies would have been subject to income Tax on such deferred intercompany income or gain in a Tax period ending on or prior to the Closing Date if Regulation Section 1.1502-13 (or similar provisions of state or local Law) did not apply; and (E) all withholding Taxes required to be withheld or collected under Chapter 3 of the Code on or prior to the Closing Date; provided, however, that Seller shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (1) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and included in Closing Date Net Working Capital or that are included in the calculation of Pre-Closing Tax Obligations to the extent such amounts were deducted in determining the Purchase Price pursuant to Article II; (2) any Taxes (other than as described in clause (C) above) imposed on any of the Acquired Companies or for which any of the Acquired Companies and/or the Subsidiaries may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (3) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or foreign law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company for Tax purposes, and (4) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of any of the Acquired Companies (or any assets thereof) by Buyer (Taxes described in this proviso, the “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (2) of the preceding sentence, each Acquired Company and all Persons related to any such Acquired Company under Section 267(b) of the Code immediately after the Closing shall treat the transaction for all federal income Tax purposes (in accordance with Treasury regulation Section 1.1502‑76(b)(1)(ii)(B)) and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing DateStraddle Period, the portion of such taxable year Straddle Period ending on and including the Closing Date Date. Upon the request of Seller, Buyer shall file (an "Interim Period"or cause to be filed), Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which Seller is entitled pursuant to the preceding sentence, and Buyer shall, and shall cause its Affiliates, to otherwise take such steps as may be reasonably available to secure any such refund or credit; provided that Buyer shall not be required to take, or to cause any Acquired Company, to take a position on any Tax Return or amended Tax Return to secure any refund or credit for Seller if Buyer’s accountants have advised Buyer that taking such a position would likely subject Buyer or the Acquired Companies to Tax penalties; provided, further, that Buyer shall not be required to pay over to Seller any such refund or the amount of any such credit up to the amount of any Tax asset (Interim Periods excluding any deferred Tax asset established to reflect timing differences between book and any taxable year or period ending Tax income) set forth on or before the face of the Closing Date Balance Sheet and included in Closing Date Net Working Capital. Seller shall be referred to collectively hereinafter as "Pre-Closing Periods"); (C) Taxes reimburse Buyer for the costs of preparing and filing any Tax Returns filed solely for the purpose of securing any refund or credit required to be paid or reimbursed by the Sellers under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers); over to Seller (D) Taxes or additional Taxes imposed on the Purchaser, the Companies or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) as a result of the breach of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made after the Closing Date by any Company or any Subsidiary to any party (other than any Company or any Subsidiary) under (or in respect of) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior subject to the Closing Date (whether written or unwritten); provided, however, that the Sellers shall be obligated right of Buyer to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only retain such refund pursuant to the extent that, the amount immediately preceding sentence of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose7.1(a)(i); and further provided that the Sellers shall not be liable for or indemnify Purchaser for such Taxes arising, directly or indirectly, as a result of any acts, transactions or omissions of Purchaser or the Companies or the Subsidiaries which are not in the ordinary course of business and which occur after the consummation of the transactions contemplated hereby. Except as set forth in Section 5.4(a)(v) hereof, the Sellers shall be entitled to any refund of Taxes of the Companies and/or the Subsidiaries received in respect of such Pre-Closing Periods only to the extent that the amount of such refund exceeds the amount of Tax receivables contained in the Final Closing Balance Sheet).

Liability for Taxes. Except as otherwise provided herein, the Sellers (a) Seller shall be jointly liable for and severally liable to Purchaserpay, and shall indemnify and hold harmless the Companies Buyer Indemnified Parties from and the Subsidiaries and shallagainst, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to any liability of the Companies and the Subsidiaries for the following Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (A) Taxes imposed on Sellers' Group (other than the Companies and the Subsidiaries) for any taxable year; (Bi) Taxes imposed on the Acquired Companies and/or as a result of the Subsidiaries Acquired Companies having been a member of Seller’s Group prior to the Closing Date (including, for the avoidance of doubt, any liability under Treasury Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee), (ii) income and premium Taxes imposed on the Acquired Companies for any Pre- Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date, (iii) Taxes in excess of the Deemed Tax Liability imposed on the Acquired Companies or for which the Acquired Companies and/or the Subsidiaries may otherwise be liable for any taxable year Post-Accounts Date Taxable Period (or period that ends portion thereof) ending on or before the Closing Date Date, and, with respect to any taxable year or period beginning before and ending after the Closing DateStraddle Period, the portion of such taxable year Straddle Period beginning on the day after the Accounts Date and ending on the earlier of the end of such period and including the Closing Date Date, (an "Interim Period"iv) (Interim Periods Taxes that arise from or are attributable to any breach of any covenant under Article X and any taxable year inaccuracy in or period ending on breach of representation or before the Closing Date shall be referred to collectively hereinafter as "Pre-Closing Periods"warranty made in Section 5.23(d); , (Ce), (f), (g) Taxes required to be paid or reimbursed by the Sellers under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers(k); , (Dv) Taxes or additional Taxes any Tax imposed on the Purchaser, the Acquired Companies under Treasury Regulations Section 1.367(b)-3 or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) otherwise as a result of the breach dissolution, liquidation, termination or winding up of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made Hartford International Asset Management Company Limited occurring after the Closing Date by any Company or any Subsidiary to any party as described in Section 8.27(a), (other than any Company or any Subsidiary) under (or in respect ofvi) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior imposed on the Acquired Companies to the Closing Date extent relating to the dissolution, liquidation, termination or winding up of the HVIT Funds Platform pursuant to the provisions of Section 8.26, and (whether written or unwritten)vii) any Tax imposed on the Acquired Companies to the extent relating to actions required in connection with the closure of HLIC’s Canadian branch; provided, however, that the Sellers shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers Seller shall not be liable for or pay, and shall not indemnify Purchaser for such Buyer from and against, (A) any Taxes arisingthat result from any actual or deemed election under Sections 336(e) or 338 of the Code or any similar provisions of state, directly local or indirectly, foreign Law as a result of any acts, transactions or omissions the purchase of Purchaser the Shares or the Companies deemed purchase of the Capital Stock of any other Acquired Company or the Subsidiaries which are not in the ordinary course that result from Buyer, any Affiliate of business and which occur Buyer or (after the consummation of Closing Date) the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated herebyby this Agreement to be treated as a purchase or sale of assets of the Acquired Companies for foreign, federal, state, local or other Tax purposes in each case, other than the Section 338(h)(10) Elections, (B) any Taxes for which Buyer is liable under Section 10.01(b) and (C) any Taxes to the extent taken into account as a Liability or reserve for Taxes in preparing the GAAP Financial Statements as of the Accounts Date that do not constitute a Deemed Tax Liability (Taxes described in clauses (A) and (C) of this proviso, “Excluded Taxes”). Except as set forth in Section 5.4(a)(v) hereof, the Sellers Seller shall be entitled to any refund of (or credit for) Taxes allocable to any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Companies and/or day before the Subsidiaries received Accounts Date except in respect of such any refund shown as a current asset on the GAAP Financial Statements as of the Accounts Date or in respect of any carry back from a taxable period beginning after the Closing Date to a Pre-Closing Periods only Accounts Date Taxable Period. Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (30) days of the receipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred in connection with the receipt of such refund). To the extent that the amount of it is within its reasonable control, Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund exceeds the amount of Tax receivables contained in the Final Closing Balance Sheetor credit that would be available.

Liability for Taxes. Except as otherwise provided herein, the Sellers (a) Seller shall be jointly liable for and severally liable to Purchaserpay, and shall indemnify and hold harmless the Companies Buyer Indemnified Parties from and the Subsidiaries and shallagainst, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to any liability of the Companies and the Subsidiaries for the following Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, aggregate or other similar basis with respect to a group of corporations that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing to be members of Sellers' Group): (A) Taxes imposed on Sellers' Group (other than the Companies and the Subsidiaries) for any taxable year; (Bi) Taxes imposed on the Acquired Companies and/or as a result of the Subsidiaries Acquired Companies having been a member of Seller’s Group prior to the Closing Date (including, for the avoidance of doubt, any liability under Treasury Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee), (ii) income and premium Taxes imposed on the Acquired Companies for any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date, (iii) Taxes in excess of the Deemed Tax Liability imposed on the Acquired Companies or for which the Acquired Companies and/or the Subsidiaries may otherwise be liable for any taxable year Post-Accounts Date Taxable Period (or period that ends portion thereof) ending on or before the Closing Date Date, and, with respect to any taxable year or period beginning before and ending after the Closing DateStraddle Period, the portion of such taxable year Straddle Period beginning on the day after the Accounts Date and ending on the earlier of the end of such period and including the Closing Date Date, (an "Interim Period"iv) (Interim Periods Taxes that arise from or are attributable to any breach of any covenant under Article X and any taxable year inaccuracy in or period ending on breach of representation or before the Closing Date shall be referred to collectively hereinafter as "Pre-Closing Periods"warranty made in Section 5.23(d); , (Ce), (f), (g) Taxes required to be paid or reimbursed by the Sellers under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers(k); , (Dv) Taxes or additional Taxes any Tax imposed on the Purchaser, the Acquired Companies under Treasury Regulations Section 1.367(b)-3 or the Subsidiaries (or any consolidated, combined, unitary, aggregate or similar group that includes (or did include) the Purchaser, the Companies or the Subsidiaries) otherwise as a result of the breach dissolution, liquidation, termination or winding up of the covenants of the Sellers set forth herein; and (E) except as provided in Section 5.4(a)(viii) hereof, Taxes or other payments required to be made Hartford International Asset Management Company Limited occurring after the Closing Date by any Company or any Subsidiary to any party as described in Section 8.27(a), (other than any Company or any Subsidiary) under (or in respect ofvi) any Tax sharing, group, indemnity or allocation agreement or arrangement entered into prior imposed on the Acquired Companies to the Closing Date extent relating to the dissolution, liquidation, termination or winding up of the HVIT Funds Platform pursuant to the provisions of Section 8.26, and (whether written or unwritten)vii) any Tax imposed on the Acquired Companies to the extent relating to actions required in connection with the closure of HLIC’s Canadian branch; provided, however, that the Sellers shall be obligated to indemnify against, or pay or cause to be paid, any amounts in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers Seller shall not be liable for or pay, and shall not indemnify Purchaser for such Buyer from and against, (A) any Taxes arisingthat result from any actual or deemed election under Sections 336(e) or 338 of the Code or any similar provisions of state, directly local or indirectly, foreign Law as a result of any acts, transactions or omissions the purchase of Purchaser the Shares or the Companies deemed purchase of the Capital Stock of any other Acquired Company or the Subsidiaries which are not in the ordinary course that result from Buyer, any Affiliate of business and which occur Buyer or (after the consummation of Closing Date) the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated herebyby this Agreement to be treated as a purchase or sale of assets of the Acquired Companies for foreign, federal, state, local or other Tax purposes in each case, other than the Section 338(h)(10) Elections, (B) any Taxes for which Buyer is liable under Section 10.01(b) and (C) any Taxes to the extent taken into account as a Liability or reserve for Taxes in preparing the GAAP Financial Statements as of the Accounts Date that do not constitute a Deemed Tax Liability (Taxes described in clauses (A) and (C) of this proviso, “Excluded Taxes”). Except as set forth in Section 5.4(a)(v) hereof, the Sellers Seller shall be entitled to any refund of (or credit for) Taxes allocable to any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Companies and/or day before the Subsidiaries received Accounts Date except in respect of such any refund shown as a current asset on the GAAP Financial Statements as of the Accounts Date or in respect of any carry back from a taxable period beginning after the Closing Date to a Pre-Closing Periods only Accounts Date Taxable Period. Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (30) days of the receipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred in connection with the receipt of such refund). To the extent that the amount of it is within its reasonable control, Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund exceeds the amount of Tax receivables contained in the Final Closing Balance Sheetor credit that would be available.

Liability for Taxes. Except as otherwise provided herein, the Sellers The Pre-Merger Stockholders shall be jointly and severally liable to Purchaser, the Companies and the Subsidiaries and shall, unless otherwise directed by Purchaser, pay to Purchaser an amount equal to any liability of the Companies and the Subsidiaries for the following (i) all Taxes (including, without limitationspecifically, any obligation to contribute to the payment of a Tax determined on a consolidatedfor this purpose, combined, unitary, aggregate or other similar basis Taxes that are due with respect to a group of corporations Tax Returns that includes or included the Companies and/or the Subsidiaries and Taxes resulting from the Companies and/or the Subsidiaries ceasing are required to be members of Sellers' Group): (A) Taxes imposed on Sellers' Group (other than filed by the BHC Companies and the Subsidiaries) for any taxable year; (B) Taxes imposed on the Companies and/or the Subsidiaries or for which the Companies and/or the Subsidiaries may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date (an "Interim Period") (Interim Periods and any taxable year or period periods ending on or before the Closing Date shall be referred Effective Time) of the BHC Companies with respect to collectively hereinafter as "any and all periods, or portions thereof, ending on or before the Effective Time (“Pre-Closing Periods"); Effective Time Period”) and for all claims, losses, liabilities, obligations, Damages, impositions, assessments, interest, penalties, demands, judgments, settlements, costs and expenses with respect to such Taxes, (Cii) all Taxes required to be paid of any member of an affiliated, consolidated, combined or reimbursed by unitary group of which BHC or any of the Sellers under Section 5.4(a)(vi)(to the extent such Taxes have not been paid by the Sellers); (D) Taxes or additional Taxes imposed on the Purchaser, the Companies or the BHC Subsidiaries (or any consolidatedpredecessor of any of the foregoing) is or was a member on or prior to the Effective Time, combined, unitary, aggregate including pursuant to Treas. Reg. section 1.1502-6 or any analogous or similar group that includes (state, local, or did include) the Purchaser, the Companies foreign Law or the Subsidiaries) as a result of the breach of the covenants of the Sellers set forth herein; regulation and (Eiii) except as provided in Section 5.4(a)(viii) hereof, any and all Taxes or other payments required to be made after the Closing Date by of any Company or any Subsidiary to any party Person (other than BHC and the BHC Subsidiaries) imposed on any Company of the BHC Companies as a transferee or successor, by Contract or pursuant to any SubsidiaryLaw, rule or regulation which Taxes relate to an event or transaction occurring before the Effective Time. BHC shall be liable for Taxes of the BHC Companies with respect to any and all periods, or portions thereof, beginning after the Effective Time (“Post-Effective Time Period”) under (and for any and all claims, losses, liabilities, obligations, Damages, impositions, assessments, interest, penalties, demands, judgments, settlements, costs and expenses with respect to such Taxes. Any and all transactions or in respect of) any Tax sharing, group, indemnity events contemplated by this Agreement that occur at or allocation agreement or arrangement entered into prior to the Closing Date (whether written or unwritten); provided, however, that the Sellers Effective Time shall be obligated deemed to indemnify against, or pay or cause to be paid, any amounts have occurred in respect of Taxes imposed on the Companies or the Subsidiaries, as the case may be, for any Pre-Closing Period only to the extent that, the amount of such Taxes exceeds the amount of the Reserves contained in the Final Closing Balance Sheet reduced by the amount of any payments made by the Companies or the Subsidiaries in respect of Taxes which had been accrued and included in such Reserves (it being understood that, in the event the amount of the Reserves contained in the Final Closing Balance Sheet for one or more of the Companies or Subsidiaries is in excess of the amount which such Company or Subsidiary is actually required to pay in respect of Taxes, the amount of such excess (any such amount, an "overprovision") shall be set off against any other amounts which are otherwise required to be paid by the Sellers under this Section 5.4, but only to the extent such other amounts arise in or are otherwise attributable to the country in which such overprovision arose); and further provided that the Sellers shall not be liable for or indemnify Purchaser for such Taxes arising, directly or indirectly, as a result of any acts, transactions or omissions of Purchaser or the Companies or the Subsidiaries which are not in the ordinary course of business and which occur after the consummation of the transactions contemplated hereby. Except as set forth in Section 5.4(a)(v) hereof, the Sellers shall be entitled to any refund of Taxes of the Companies and/or the Subsidiaries received in respect of such Pre-Closing Periods only to the extent that the amount of such refund exceeds the amount of Tax receivables contained in the Final Closing Balance SheetEffective Time Period.