Common use of Indemnification for Taxes Clause in Contracts

Indemnification for Taxes. (e) Except as otherwise provided herein, Sellers shall be liable for and shall indemnify the Buyer Indemnified Parties for (x) any Losses attributable to (i) any Taxes of any member (other than the Company or its Subsidiary) of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiary 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 state, local or foreign law, (ii) any Taxes that are imposed on the Company or its Subsidiary 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, (iii) any Taxes of any person (other than the Company or its Subsidiary) liability for which is imposed on the Company or its Subsidiary as a transferee or successor, by contract or otherwise, pursuant to a transaction or contract or other indemnification obligation that occurs or arises before the Closing, and (iv) any Taxes that are imposed on the Company or its Subsidiary for any taxable year or period in connection with the spinoff of the CareerBliss Division pursuant to the Contribution and Distribution Agreement, dated as of February 28, 2013, by and among the Company, CyberCoders, Inc., a California corporation, and CareerBliss, Inc., a California corporation; and (y) any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of the inaccuracy of any representation or warranty relating to Taxes made by Sellers in Section 4.15 of this Agreement. Without limiting the generality of the foregoing or any other provision hereof, Sellers shall be liable for and shall indemnify the Buyer Indemnified Parties for any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of (A) the inaccuracy of any representation or warranty made by Sellers in Section 4.15(j) of this Agreement, considered without giving effect to any exceptions to such representation set forth on the Disclosure Schedules, and (B) the non-payment, forgiveness or recharacterization of any advances or loans to service providers of the Company or its Subsidiary and, for purposes of these Sections 11.2(a)(A) and 11.2(a)(B), Losses shall include (without limitation) the cost of any tax gross-up or make-whole payments paid to or on behalf of any service provider(s) of the Company or its Subsidiary in connection with the remediation of any such breach (disregarding any disclosures on the Disclosure Schedules, non-payment, forgiveness or recharacterization, as applicable). Notwithstanding the foregoing, Sellers shall have no obligation pursuant to this Section 11.2(a) for any Taxes or Losses that are accrued or reserved as a liability on the Closing Date Working Capital. In determining whether any transaction occurs on the Closing Date, it is expressly understood and agreed that amounts included as Company Transaction Expenses and Change of Control Payments shall be treated as deductions in the Tax Returns for taxable periods ending on the Closing Date to the extent such amounts are deductible in such taxable periods under any provision of the Code and the Treasury Regulations thereunder. Buyer and its includible Affiliate or Affiliates, will file a consolidated federal income tax return including the income of the Company for the period beginning on the day after the Closing Date. Tax Returns for the period ending on the Closing Date will be prepared by closing the books at the end of the Closing Date under the general provisions of Treasury Regulation 1.1502-76(b)(1)(ii)(A) and (b)(2)(i), and no election will be made under Treasury Regulation 1.1502-76(b)(2)(ii)(D).

Indemnification for Taxes. (e) Except as otherwise provided hereinSeller shall indemnify, Sellers shall be liable for save and shall indemnify the hold Buyer Indemnified Parties for (x) harmless from and against any Losses attributable and all losses incurred in connection with, arising out of, resulting from or incident to (ia) any Taxes of any member (other than of the Company Acquired Companies with respect to any Tax year or its Subsidiary) of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiary is or was a member portion thereof ending on or prior to before the Closing Date (or for any Tax year beginning before and ending after the Closing Date, including pursuant to the extent allocable (as determined in the following sentence) to the portion of such period beginning before and ending on the Closing Date), and (b) the unpaid Taxes of any Person (other than any of the Acquired Companies) under Treasury Regulations Table of Contents regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) any Taxes that are imposed on the Company or its Subsidiary 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, (iii) any Taxes of any person (other than the Company or its Subsidiary) liability for which is imposed on the Company or its Subsidiary as a transferee or successor, by contract contract, or otherwise. Notwithstanding any provision in this Agreement to the contrary, pursuant to a transaction Seller shall not be responsible for and shall not indemnify, save and hold Buyer harmless from any Taxes reserved for on the Interim Financial Statements or contract or other indemnification obligation that occurs or arises before Taxes incurred by the ClosingAcquired Companies in the ordinary course of business after the date of such Interim Financial Statements. For purposes of the preceding sentence, and (iv) in the case of any Taxes that are imposed on the Company or its Subsidiary a periodic basis and are payable for any taxable year or a Tax period in connection with the spinoff of the CareerBliss Division pursuant to the Contribution and Distribution Agreement, dated as of February 28, 2013, by and among the Company, CyberCoders, Inc., a California corporation, and CareerBliss, Inc., a California corporation; and that includes (ybut does not end on) any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of the inaccuracy of any representation or warranty relating to Taxes made by Sellers in Section 4.15 of this Agreement. Without limiting the generality of the foregoing or any other provision hereof, Sellers shall be liable for and shall indemnify the Buyer Indemnified Parties for any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of (A) the inaccuracy of any representation or warranty made by Sellers in Section 4.15(j) of this Agreement, considered without giving effect to any exceptions to such representation set forth on the Disclosure Schedules, and (B) the non-payment, forgiveness or recharacterization of any advances or loans to service providers of the Company or its Subsidiary and, for purposes of these Sections 11.2(a)(A) and 11.2(a)(B), Losses shall include (without limitation) the cost of any tax gross-up or make-whole payments paid to or on behalf of any service provider(s) of the Company or its Subsidiary in connection with the remediation of any such breach (disregarding any disclosures on the Disclosure Schedules, non-payment, forgiveness or recharacterization, as applicable). Notwithstanding the foregoing, Sellers shall have no obligation pursuant to this Section 11.2(a) for any Taxes or Losses that are accrued or reserved as a liability on the Closing Date Working Capital. In determining whether any transaction occurs on the Closing Date, it is expressly understood and agreed the portion of such Tax that amounts included as Company Transaction Expenses and Change of Control Payments shall be treated as deductions in the Tax Returns for taxable periods ending on the Closing Date relates to the extent portion of such amounts are deductible in such taxable periods under any provision of the Code and the Treasury Regulations thereunder. Buyer and its includible Affiliate or Affiliates, will file a consolidated federal income tax return including the income of the Company for the period beginning on the day after the Closing Date. Tax Returns for the period ending on the Closing Date will shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be prepared deemed to be the amount of such Tax for the entire Tax period multiplied by closing a fraction the books at numerator of which is the end number of days in the Tax period ending on the Closing Date under and the general provisions denominator of Treasury Regulation 1.1502-76(b)(1)(ii)(A) which is the number of days in the entire Tax period, and (b)(2)(i)y) in the case of any Tax based upon or related to income or receipts, and no election will be made under Treasury Regulation 1.1502-76(b)(2)(ii)(D)deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date.

Indemnification for Taxes. (e) Except as otherwise provided hereinEach of the Shareholders covenants and agrees, Sellers shall jointly and severally, to be liable for responsible for, defend, indemnify and shall indemnify hold harmless the Buyer Indemnified Parties for (x) any Losses attributable Purchaser, the Company, each of its Subsidiaries and their respective Affiliates from and against, and to pay (i) any all Taxes of any member (other than imposed on or with respect to the Company or any of its SubsidiarySubsidiaries attributable to, arising from or relating to any taxable period (or portion thereof) of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiary is or was a member ending on or prior before the Year End Date to the Closing Dateextent that the total amount of such Taxes exceeds the total reserve with respect to Taxes reflected (excluding for this purpose any deferred tax liability reserves and any reserves for non-current taxes) on the Financial Statements as of June 30, 2000 (including pursuant without limitation, any such Taxes that are attributable to Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign lawtransactions contemplated by this Agreement), (ii) any all Taxes that are imposed on (other than transfer taxes described in Section 5.12) asserted against the Company or its Subsidiary 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, (iii) any Taxes of any person (other than the Company or its Subsidiary) liability for which is imposed on the Company or its Subsidiary as a transferee or successor, by contract or otherwise, pursuant to a transaction or contract or other indemnification obligation that occurs or arises before the Closing, and (iv) any Taxes that are imposed on the Company or its Subsidiary for any taxable year or period in connection with the spinoff of the CareerBliss Division pursuant to the Contribution and Distribution Agreement, dated as of February 28, 2013, by and among the Company, CyberCoders, Inc., a California corporation, and CareerBliss, Inc., a California corporation; and (y) any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable its Subsidiaries as a result of the inaccuracy of any representation or warranty relating to Taxes made by Sellers in Section 4.15 of this Agreement. Without limiting the generality of the foregoing or any other provision hereof, Sellers shall be liable for and shall indemnify the Buyer Indemnified Parties for any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable its Subsidiaries, as a result the case may be, having acquired assets (including by merger) from another Person prior to the Closing (whether as transferee or otherwise), and (iii) any liability for Taxes arising out of (A) the or by virtue of any inaccuracy in or breach of any representation or warranty made by Sellers the Company in Section 4.15(j3.7, in each of the above cases together with any reasonable out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) of this Agreementas incurred by the Purchaser, considered without giving effect to any exceptions to such representation set forth on the Disclosure Schedules, and (B) the non-payment, forgiveness or recharacterization of any advances or loans to service providers of the Company or its Subsidiary and, for purposes of these Sections 11.2(a)(A) and 11.2(a)(B), Losses shall include (without limitation) the cost of any tax gross-up or make-whole payments paid to or on behalf of any service provider(s) of the Company or its Subsidiary their Affiliates in connection with the remediation assessment or collection thereof (provided, in the case of Section 3.7(m), that the Purchaser does not file any such breach (disregarding Tax Return which contains any disclosures on position inconsistent with the Disclosure Schedules, non-payment, forgiveness or recharacterization, as applicablerepresentations and warranties set forth therein). Notwithstanding For purposes of clause (i) of Section 9.8, any liability attributable to a taxable period which begins before and ends after the foregoing, Sellers shall have no obligation pursuant to this Section 11.2(a) for any Taxes or Losses that are accrued or reserved as a liability on the Closing Year End Date Working Capital. In determining whether any transaction occurs on the Closing Date, it is expressly understood and agreed that amounts included as Company Transaction Expenses and Change of Control Payments shall be treated as deductions in apportioned between the Tax Returns for taxable periods portion of such period ending on the Closing Year End Date to the extent such amounts are deductible in such taxable periods under any provision of the Code and the Treasury Regulations thereunder. Buyer and its includible Affiliate or Affiliates, will file a consolidated federal income tax return including the income of the Company for the period portion beginning on the day after the Closing Date. Tax Returns for Year End Date (x) in the period ending case of real and personal property Taxes and any capital Taxes, by apportioning such Taxes on a per diem basis, (y) in the case of income Taxes, on the Closing Date will be prepared by closing basis of the taxable income or loss of the Company or any of its Subsidiaries, as determined from the books at the end and records of the Closing Date under Company or any of its Subsidiaries for such partial period, and (z) in the general provisions case of Treasury Regulation 1.1502-76(b)(1)(ii)(ATaxes other than Taxes described in clauses (x) and (b)(2)(iy), on the basis of the actual activities of the Company or any of its Subsidiaries, as determined from the books and no election records of the Company or any of its Subsidiaries for such partial period. Neither the Company nor any of its Subsidiaries shall be deemed, for the purpose of the Shareholders’ obligation under this Section 9.8, to have the benefit of any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any taxable period (or portion thereof) commencing after the Year End Date. If a Purchaser Indemnitee deducts for Tax purposes a Tax liability described in this Section 9.8 with respect to which the Shareholders have paid indemnification directly or indirectly to such Purchaser Indemnitee, the Surviving Corporation shall return or cause to be returned to the Shareholders’ Representative, promptly after such deduction is utilized (which for this purpose will include a reduction in the estimated tax payments by the Surviving Corporation), a portion of such indemnification equal to the amount by which such Purchaser Indemnitee’s Tax liability has been reduced by such deduction (determined after any increase in Taxes arising out of the receipt of the corresponding indemnification payment made by the Shareholders). For purposes of the immediately preceding sentence, any deduction of any Tax liability described in this Section 9.8 shall be made deemed to be utilized only after any deduction or other Tax benefit otherwise available to the Purchaser Indemnitee has been actually utilized. If any amount is returned under Treasury Regulation 1.1502-76(b)(2)(ii)(D)this Section 9.8 to the Shareholders’ Representative and the deduction which gave rise to such returned amount is later disallowed or is otherwise determined to be superfluous after taking into account the ordering rule in the preceding sentence, the Shareholders’ Representative shall make an appropriate recovery payment to the Surviving Corporation or the Purchaser Indemnitee, as applicable. In the event that the Purchaser Indemnitee claims that a deduction has not been utilized, the Surviving Corporation shall make available to the Shareholders’ Representative and his representatives on a reasonable basis all books, records, returns, documents, files, other information necessary or useful in connection with such determination.

Indemnification for Taxes. (e) Except as otherwise provided herein, Sellers The Purchaser Indemnified Parties shall be liable for indemnified, defended and shall indemnify held harmless by the Buyer Indemnified Parties for (x) PPB Sub from and against any and all Losses attributable arising out of, resulting from or related to (i) any breach of or inaccuracy in any representation and warranty contained in Section 3.12 of the Merger Agreement; (ii) Taxes of any member of the Company and its Subsidiaries for any Pre-Acceptance Date Tax Period; (iii) Taxes of any other than Person imposed on any of the Company or its Subsidiary) Subsidiaries for any Pre-Acceptance Date Tax Period, whether imposed as a result of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Regulation Section 1.1502-6 or any similar provision of stateany foreign, state or local or foreign law, (ii) any Taxes that are imposed on the Company or its Subsidiary 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, (iii) any Taxes of any person (other than the Company or its Subsidiary) liability for which is imposed on the Company or its Subsidiary as a transferee or successorTax law having similar effect, by contract or otherwise, pursuant to a transaction or contract or other indemnification obligation that occurs or arises before the Closing, ; and (iv) any Taxes that are imposed on the failure of the Company or and its Subsidiary for any taxable year or period in connection Subsidiaries to comply with the spinoff of the CareerBliss Division pursuant to the Contribution and Distribution Agreementtheir obligations under this Section 2; provided, dated as of February 28however, 2013, by and among the Company, CyberCoders, Inc., a California corporation, and CareerBliss, Inc., a California corporation; and (y) any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of the inaccuracy of any representation or warranty relating to Taxes made by Sellers in Section 4.15 of this Agreement. Without limiting the generality of the foregoing or any other provision hereof, Sellers that no indemnity shall be liable for and shall indemnify the Buyer Indemnified Parties provided under this Section 2(a) for any Losses (including Taxes) for which to the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of (A) the inaccuracy extent of any representation or warranty made by Sellers in Section 4.15(j) of this Agreement, considered without giving effect to any exceptions to such representation current liability for Taxes that is set forth on the Disclosure Schedules, ADS Business Balance Sheet (as such term is defined in the Working Capital Reconciliation Agreement) and taken into account in determining the Acceptance Date Net Working Capital (Bas such term is defined in the Working Capital Reconciliation Agreement). The amount of all indemnification obligations under this Agreement shall be (a) the non-payment, forgiveness or recharacterization increased to take account of any advances net Tax cost actually incurred by the Purchaser Indemnified Party arising out of or loans to service providers of the Company or its Subsidiary and, for purposes of these Sections 11.2(a)(A) and 11.2(a)(B), Losses shall include (without limitation) the cost of any tax gross-up or make-whole payments paid to or on behalf of any service provider(s) of the Company or its Subsidiary in connection with any indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit actually realized by the remediation Purchaser Indemnified Party arising from the incurrence or payment of any such breach (disregarding indemnified amount. In computing the amount of any disclosures on such Tax cost or Tax benefit, the Disclosure SchedulesPurchaser Indemnified Party shall be deemed to recognize all other items of income, non-paymentgain, forgiveness loss, deduction or recharacterization, as applicable)credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified amount. Notwithstanding For the foregoing, Sellers shall have no obligation pursuant to purposes of this Section 11.2(a) for 2(a), reference to any Taxes or Losses that are accrued or reserved as a liability on the Closing Date Working Capital. In determining whether “Loss” of any transaction occurs on the Closing Date, it is expressly understood and agreed that amounts included as Company Transaction Expenses and Change of Control Payments description shall be treated as deductions in the Tax Returns for taxable periods ending on the Closing Date deemed to the extent such include amounts are deductible in such taxable periods under any provision of the Code and the Treasury Regulations thereunder. Buyer and its includible Affiliate or Affiliates, will file that would have constituted a consolidated federal income tax return including the income of the Company “Loss” but for the period beginning on the day after the Closing Date. set-off or other utilization of any loss, deduction or credit realized in, or attributable to, a Post-Acceptance Date Tax Returns for the period ending on the Closing Date will be prepared by closing the books at the end of the Closing Date under the general provisions of Treasury Regulation 1.1502-76(b)(1)(ii)(A) and (b)(2)(i), and no election will be made under Treasury Regulation 1.1502-76(b)(2)(ii)(D)Period.

Indemnification for Taxes. (e) Except as otherwise provided herein, Sellers shall be liable for and Special LP shall indemnify the Buyer Indemnified Parties for Partnership (x) any Losses attributable or in the event that the Partnership has “ceased to (i) any Taxes of any member (other than the Company or exist,” its Subsidiary) of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiary is or was a member on or prior to the Closing Date, including pursuant to “former partners,” as such terms are defined under Treasury Regulations Section 1.1502301.6241-6 3, and for this purpose, such “former partners” shall be third-party beneficiaries of this Agreement) for its share of any “imputed underpayment” (within the meaning of the Code and Treasury Regulations promulgated thereunder) or similar liability or charge of federal, state, local income or other taxes (including any interest, penalties, additions to tax, and audit costs with respect to such adjustment), in each case, attributable to the Special LP Interests for any taxable period (or portion thereof) ending on or before the Effective Date. For avoidance of doubt, each partner’s respective share of any such underpayment of taxes or other tax liability of the Partnership shall be determined taking into account any reductions of such amount under Section 6225 of the Code (or similar provision of state, local local, or foreign other tax law) that are attributable to such partner, or that would be available to the Partnership and attributable to such partner if all other relevant partners complied with the procedures necessary to give effect to such reduction, but shall not take into account reductions of such underpayment attributable to any other partner. To the extent any such underpayment of taxes or other tax liability attributable to the Special LP is imposed on or required to be paid by the Partnership, the Special LP shall, within thirty (30) days after written demand therefor, reimburse the Partnership for the full amount paid by the Partnership. Additionally, Special LP shall indemnify, and reimburse, to the fullest extent permitted by law, the “partnership representative” of the Partnership as designated by the Partnership (iithe “Partnership Representative”) any Taxes that are imposed on for its respective share (as determined under the Company or its Subsidiary for any taxable year or period that ends on or before Partnership Agreement as of immediately prior to the Closing Date and, Effective Date) of all Losses incurred with respect to any Straddle Periodthe tax liability of Special LP, the portion of such Straddle Period ending on and including the Closing Date, (iii) any Taxes of any person (other than the Company or its Subsidiary) liability for which is imposed on the Company or its Subsidiary as a transferee or successor, by contract or otherwise, pursuant to a transaction or contract or other indemnification obligation that occurs or arises before the Closing, and (iv) any Taxes that are imposed on the Company or its Subsidiary for any taxable year or period in connection with the spinoff of the CareerBliss Division pursuant to the Contribution and Distribution Agreement, dated as of February 28, 2013, by and among the Company, CyberCoders, Inc., a California corporation, and CareerBliss, Inc., a California corporation; and (y) any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of the inaccuracy of any representation or warranty relating to Taxes made by Sellers in Section 4.15 of this Agreement. Without limiting the generality of the foregoing or any other provision hereof, Sellers shall be liable for and shall indemnify the Buyer Indemnified Parties for any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of (A) the inaccuracy of any representation or warranty made by Sellers in Section 4.15(j) of this Agreement, considered without giving effect to any exceptions to such representation set forth on the Disclosure Schedules, and (B) the non-payment, forgiveness or recharacterization of any advances or loans to service providers of the Company or its Subsidiary and, for purposes of these Sections 11.2(a)(A) and 11.2(a)(B), Losses shall include (without limitation) the cost of any tax gross-up or make-whole payments paid to or on behalf of any service provider(s) of the Company or its Subsidiary in connection with the remediation of any such breach (disregarding any disclosures on the Disclosure Schedules, non-payment, forgiveness or recharacterization, as applicable). Notwithstanding the foregoing, Sellers shall have no obligation pursuant to this Section 11.2(a) for any Taxes or Losses that are accrued or reserved as a liability on the Closing Date Working Capital. In determining whether any transaction occurs on the Closing Date, it is expressly understood and agreed that amounts included as Company Transaction Expenses and Change of Control Payments shall be treated as deductions in the Tax Returns for taxable periods ending on the Closing Date except to the extent such amounts are deductible the Partnership Representative’s conduct constituted a Willful Bad Act or gross negligence. Notwithstanding anything in such taxable periods this Agreement to the contrary, the Special LP’s indemnification obligations under any provision this Section 5 shall survive until sixty (60) days after the expiration of the Code and applicable statute of limitations (the Treasury Regulations thereunder. Buyer and its includible Affiliate or Affiliates, will file a consolidated federal income tax return including the income of the Company for the period beginning on the day after the Closing Date. “Tax Returns for the period ending on the Closing Date will be prepared by closing the books at the end of the Closing Date under the general provisions of Treasury Regulation 1.1502-76(b)(1)(ii)(A) and (b)(2)(i), and no election will be made under Treasury Regulation 1.1502-76(b)(2)(ii)(DIndemnification Survival Period”).

Indemnification for Taxes. (eg) Except as otherwise provided herein, Sellers (severally and not jointly) shall be liable for and shall indemnify the Buyer Indemnified Parties for for: (xi) any Losses attributable to (iA) any Taxes of any member (other than the Company or its SubsidiaryCompany) of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiary 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 state, local or foreign law, (iiB) any Taxes that are imposed on the Company or its Subsidiary 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 (iiiC) any Taxes of any person Person (other than the Company or its SubsidiaryCompany) liability for which is imposed on the Company or its Subsidiary as a transferee or successor, by contract or otherwise, pursuant to a transaction or contract or other indemnification obligation that occurs or arises before the Closing, and (iv) any Taxes that are imposed on the Company or its Subsidiary for any taxable year or period in connection with the spinoff of the CareerBliss Division pursuant to the Contribution and Distribution Agreement, dated as of February 28, 2013, by and among the Company, CyberCoders, Inc., a California corporation, and CareerBliss, Inc., a California corporation; and (yii) any Losses (including Taxes) for which the Company or its SubsidiaryCompany, Buyer or any of Buyer’s Affiliates become liable as a result of the inaccuracy of any representation or warranty relating to Taxes made by Sellers in Section 4.15 of this Agreement. Without limiting the generality of the foregoing or any other provision hereof, Sellers shall be liable for and shall indemnify the Buyer Indemnified Parties for any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of (A) the inaccuracy of any representation or warranty made by Sellers in Section 4.15(j) of this Agreement, considered without giving effect to any exceptions to such representation set forth on the Disclosure Schedules, and (B) the non-payment, forgiveness or recharacterization of any advances or loans to service providers of the Company or its Subsidiary and, for purposes of these Sections 11.2(a)(A) and 11.2(a)(B), Losses shall include (without limitation) the cost of any tax gross-up or make-whole payments paid to or on behalf of any service provider(s) of the Company or its Subsidiary in connection with the remediation of any such breach (disregarding any disclosures on the Disclosure Schedules, non-payment, forgiveness or recharacterization, as applicable). Notwithstanding the foregoing, Sellers shall have no obligation pursuant to this Section 11.2(a) for any Taxes or Losses that are accrued or reserved to the extent taken into account as a liability on in the calculation of the Closing Date Working CapitalCapital or which were taken into account in the calculation of the Final Purchase Price as Indebtedness, as finally determined pursuant to Section 2.5(c). In determining whether any transaction occurs on the Closing Date, it is expressly understood and agreed that amounts included as Company Transaction Expenses and (including the Change of Control Payments Payments) shall be treated as deductions in the Tax Returns for taxable periods ending on the Closing Date Date, to the extent such amounts are deductible in such taxable periods under any provision of the Code and the Treasury Regulations thereunder. Buyer and its includible Affiliate or Affiliates, Affiliates will file a consolidated federal income tax return including the income of the Company for the period beginning on the day after the Closing Date. Tax Returns for the period ending on the Closing Date will be prepared by closing the books at the end of the Closing Date under the general provisions of Treasury Regulation 1.1502-76(b)(1)(ii)(A) and (b)(2)(i), and no election will be made under Treasury Regulation 1.1502-76(b)(2)(ii)(D).

Indemnification for Taxes. (e) Except as otherwise provided herein, Sellers The Purchaser Indemnified Parties shall be liable for indemnified, defended and shall indemnify held harmless by the Buyer Indemnified Parties for (x) PPB Sub from and against any and all Losses attributable arising out of, resulting from or related to (i) any breach of or inaccuracy in any representation and warranty contained in Section 3.12 of the Merger Agreement; (ii) Taxes of any member of the Company and its Subsidiaries for any Pre-Acceptance Date Tax Period; (iii) Taxes of any other than Person imposed on any of the Company or its Subsidiary) Subsidiaries for any Pre-Acceptance Date Tax Period, whether imposed as a result of an affiliated, consolidated, combined or unitary group of which the Company or its Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Regulation Section 1.1502-6 or any similar provision of stateany foreign, state or local or foreign law, (ii) any Taxes that are imposed on the Company or its Subsidiary 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, (iii) any Taxes of any person (other than the Company or its Subsidiary) liability for which is imposed on the Company or its Subsidiary as a transferee or successorTax law having similar effect, by contract or otherwise, pursuant to a transaction or contract or other indemnification obligation that occurs or arises before the Closing, ; and (iv) any Taxes that are imposed on the failure of the Company or and its Subsidiary for any taxable year or period in connection Subsidiaries to comply with the spinoff of the CareerBliss Division pursuant to the Contribution and Distribution Agreementtheir obligations under this Section 2; provided, dated as of February 28however, 2013, by and among the Company, CyberCoders, Inc., a California corporation, and CareerBliss, Inc., a California corporation; and (y) any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of the inaccuracy of any representation or warranty relating to Taxes made by Sellers in Section 4.15 of this Agreement. Without limiting the generality of the foregoing or any other provision hereof, Sellers that no indemnity shall be liable for and shall indemnify the Buyer Indemnified Parties provided under this Section 2(a) for any Losses (including Taxes) for which to the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of (A) the inaccuracy extent of any representation or warranty made by Sellers in Section 4.15(j) of this Agreement, considered without giving effect to any exceptions to such representation current liability for Taxes that is set forth on the Disclosure Schedules, ADS Business Balance Sheet (as such term is defined in the Working Capital Reconciliation Agreement) and taken into account in determining the Acceptance Date Net Working Capital (Bas such term is defined in the Working Capital Reconciliation Agreement). The amount of all indemnification obligations under this Agreement shall be (a) the non-payment, forgiveness or recharacterization increased to take account of any advances net Tax cost actually incurred by the Purchaser Indemnified Party arising out of or loans to service providers of the Company or its Subsidiary and, for purposes of these Sections 11.2(a)(A) and 11.2(a)(B), Losses shall include (without limitation) the cost of any tax gross-up or make-whole payments paid to or on behalf of any service provider(s) of the Company or its Subsidiary in connection with any indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit actually realized by the remediation Purchaser Indemnified Party arising from the incurrence or payment of any such breach (disregarding indemnified amount. In computing the amount of any disclosures on such Tax cost or Tax benefit, the Disclosure SchedulesPurchaser Indemnified Party shall be deemed to recognize all other items of income, non-paymentgain, forgiveness loss, deduction or recharacterization, as applicable)credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified amount. Notwithstanding For the foregoing, Sellers shall have no obligation pursuant to purposes of this Section 11.2(a) for 2(a), reference to any Taxes or Losses that are accrued or reserved as a liability on the Closing Date Working Capital. In determining whether "Loss" of any transaction occurs on the Closing Date, it is expressly understood and agreed that amounts included as Company Transaction Expenses and Change of Control Payments description shall be treated as deductions in the Tax Returns for taxable periods ending on the Closing Date deemed to the extent such include amounts are deductible in such taxable periods under any provision of the Code and the Treasury Regulations thereunder. Buyer and its includible Affiliate or Affiliates, will file that would have constituted a consolidated federal income tax return including the income of the Company "Loss" but for the period beginning on the day after the Closing Date. set-off or other utilization of any loss, deduction or credit realized in, or attributable to, a Post-Acceptance Date Tax Returns for the period ending on the Closing Date will be prepared by closing the books at the end of the Closing Date under the general provisions of Treasury Regulation 1.1502-76(b)(1)(ii)(A) and (b)(2)(i), and no election will be made under Treasury Regulation 1.1502-76(b)(2)(ii)(D)Period.